NAN PAO - AGM Information 2022 | FinancialReports.eu

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Stock Code 4766

NAN PAO RESINS CHEMICAL CO., LTD.

Handbook for the 2022 Annual General Shareholders’ Meeting

Meeting mode: Physical shareholders meeting Meeting time: 10 a.m., June 23, 2022 Venue: No. 10, Ln. 99, Nanhai St., Nanhai Vil., Xigang Dist., Tainan City

Notice to readers

This English version handbook is a translation of the Chinese version. This translation is intended for reference only and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

I. Meeting Procedures .............................................................................................1 II. Meeting Agenda ..................................................................................................2 1. Reported Matters...........................................................................................3 2. Acknowledged Matters..................................................................................4 3. Matters for Discussion...................................................................................5 4. Extemporary Motions................................................................................... 5 III. Attachments ......................................................................................................6 Attachment 1: Business Report for 2021..........................................................6 Attachment 2: Review Report of Audit Committee for 2021………….........10 Attachment 3: Auditors’ Report and Financial Statements for 2021................11 Attachment 4: 2021 Earnings Distribution Plan..............................................31 Attachment 5: Comparison Table of "Articles of Incorporation"....................32 Attachment 6: Comparison Table of "Rules of Procedure for Shareholders Meetings"..........................................................40 Attachment 7: Comparison Table of "Regulations Governing the Acquisition and Disposal Assets ".....................................53 IV. Appendices .......................................................................................................98 Appendix 1: Articles of Incorporation............................................................98 Appendix 2: Rules of Procedure for Shareholders Meetings.........................102 Appendix 3: Shareholding of Directors.........................................................109

Chapter I. Meeting Procedures

I. Call the Meeting to Order
II. Chairman’s Remarks
III. Reported Matters
IV. Acknowledged Matters
V. Matters for Discussion
VI. Extemporary Motions
VII. Meeting Adjournment

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Chapter II. Meeting Agenda

Meeting mode: Physical shareholders meeting Meeting time: 10 a.m., June 23, 2022

Venue: No. 10, Ln. 99, Nanhai St., Nanhai Vil., Xigang Dist., Tainan City Chairman: Cheng-Hsien, Wu

I. Reported Matters
2021 Business Report
Audit Committee's Review Report on the 2021 annual final accounting books and statements
Report on 2021 employees' and directors' remuneration
II. Acknowledged Matters
Acknowledgment of the 2021 Business Report and Financial Statements
Acknowledgment of the 2021 Earnings Distribution
III. Matters for Discussion
Amendments to the Company's "Articles of Incorporation"
Amendments to the Company's "Rules of Procedure for Shareholders Meetings"
Amendments to the Company's "Regulations Governing the Acquisition and Disposal Assets"
IV. Extemporary Motions
V. Meeting Adjournment

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I. Reported Matters

Item 1: 2021 Business Report

Explanation: Please refer to Attachment 1 on Page 6 to 9.

Item 2: Audit Committee's Review Report on the 2021 annual final accounting books and statements

Explanation: Please refer to Attachment 2 on Page 10.

Item 3: Report on 2021 employees' and directors' remuneration

Explanation: (1) Pursuant to Article 25 of the Company’s Articles of Incorporation, before distributing the profit to shareholders, the Company shall allocate 2% to 6% of its profits of the period as employees’ remuneration and no more than 3% as directors’ compensation.
(2) The 2020 remuneration to employees is proposed to be NT$36,960 thousands, whilst remuneration to directors is proposed to be NT$16,000 thousands. The remuneration would be distributed in cash.
(3) There is no different between the proposed amount and the estimated amount of employees’ remuneration. Due to estimated difference, the proposed amount of directors’ remuneration is less than the estimated amount by NT$1,600 thousands, and the difference is proposed to be adjusted to the profit and loss of 2022.

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II. Acknowledged Matters

Item 1: Acknowledgment of the 2021 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation: (1)The Company’s 2021 Financial Statements have been audited by independent auditors, Mr. Hung Ju Liao and Ms. Chi Chen Lee, of Deloitte & Touche. The Business Report and Financial Statements (includes Consolidated Financial Statements) for 2021, both of which were subsequently inspected by Audit Committee.
(2) Please refer to Attachment 1 on Page 6 to 9 and Attachment 3 on Page 11 to 30 for details, and the aforementioned attachments are hereby submitted for recognition.

Resolution:

Item 2: Acknowledgment of the 2021 Earnings Distribution (Proposed by the Board of Directors)

Explanation: (1) The Company’s 2021 net income after tax is NT$875,779,554. The Company proposes to draft Earnings Distribution Plan according to Article 26 of the Company’s Articles of Incorporation. Please refer to Attachment 4 on Page 31 for details.
(2)The Company proposes to pay a cash dividend of NT$6 per share, and cumulative cash dividend payout will be NT$723,424,680.
Cash dividends would be distributed and rounded down to the nearest NT dollar. Dividends distributed under NT$1 shall be recognized as "Other Income" of the Company.
(3)Upon the approval of the Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, the distribution date, and other relevant issues.
(4)The proposed earning distribution is based on the total number of outstanding shares on the date of the Board of Directors’ resolution. In the event of any change to the total number of outstanding shares, it is proposed that the Board of Directors be authorized to resolve the relevant issues.

Resolution:

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III. Matters for Discussion

Item 1: Amendments to the Company's "Articles of Incorporation" (Proposed

by the Board of Directors)

Explanation: In order to conform to laws and regulations as well as operational needs, the Company hereby proposes to amend the “Articles of Incorporation ". Please refer to Attachment 5 on Page 32 to 39 for details.

Resolution:

Item 2: Amendments to the Company's "Rules of Procedure for Shareholders Meetings" (Proposed by the Board of Directors)

Explanation: In order to conform to laws and regulations, the Company hereby proposes to amend the “Rules of Procedure for Shareholders Meetings". Please refer to Attachment 6 on Page 40 to 52 for details.

Resolution:

Item 3: Amendments to the Company's "Regulations Governing the

Acquisition and Disposal Assets" (Proposed by the Board of Directors) Explanation: In order to conform to laws and regulations as well as operational needs, the Company hereby proposes to amend the “Regulations Governing the Acquisition and Disposal Assets ". Please refer to Attachment 7 on Page 53 to 97 for details.

Resolution:

IV. Extemporary Motions

V. Meeting Adjournment

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Chapter III.Attachments

Attachment 1

Nan Pao Resins Chemical Co., Ltd. Business Report for 2021

I. Review of Business Performance in 2021

Results of business plan

The total consolidated revenue of 2021 was NT$ 17.98 billion, an increase of 15.62% from the previous year. The total gross profit was NT$4.10 billion, a decrease of 6.14% from the previous year. The operating profit was NT$ 1.05 billion, a decrease of 29.93% from the previous year. The net income was NT$ 929 million, a decrease of 26.66% from the previous year. Earnings per share after taxes was NT$7.26.

Unit ： NT$, 000 (EPS lists in dollars)

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Year 2021 2020 Variances
Item Amount % Amount % Amount %
Net Operating Revenue 17,980,007 100 15,551,344 100 2,248,663 15.62
Gross Profit 4,102,045 23 4,370,293 28 (268,248) (6.14)
Operating Profit 1,052,194 6 1,501,700 9 (449,506) (29.93)
Pre-tax Income 1,202,541 7 1,606,092 10 (403,551) (25.13)
Net Income 929,353 5 1,267,122 8 (337,769) (26.66)
Shareholders 875,780 5 1,219,753 8 (343,973) (28.20)
Net Income
Not Controlling
attributed to 53,573 - 47,369 - 6,204 13.10
Interest
Earnings Per Share(dollar) 7.26 10.12 (2.86) (28.26)
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Budget Implementation ： The Company did not release financial forecasts, so there is no analysis data of budget implementation.
Analysis of Financial Revenue and Expenditure and Profitability

Unit ： NT$, 000 ；％

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Item 2021 2020
Cash inflow from operating 137,057 1,938,442
Cash outflow from investing (528,849) (1,465,195)
Cash inflow (outflow) from fundraising 322,399 (886,469)
Return on Assets （ % ） 4.27 6.93
Return on Equity （ % ） 6.77 11.65
Profit before tax to capital stock (%) 99.74 133.21
Net Profit Margin （ % ） 5.17 8.15
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Research and Development
In order to pursue continuous growth and enhance innovation , the company has invested in the research and development of high-performance shoe adhesives, functional textile adhesives, adhesives for hygiene products, hot-melt adhesives for building materials, adhesives for flexible packaging materials, and optical pressuresensitive adhesives. The research and development expenses invested in 2021 accounted for approximately 2.70% of the consolidated revenue.

2021 was the inaugural year for the company to assemble various resources to invest in disclosing ESG efforts. In terms of sustainable development, the company strategizes on focusing on green products, which includes:

(1) Investment in environmental friendly products, including manufactured solvent-free or water-based products that contain reduced amounts of volatile organic compounds (VOC). Currently, 75% to 80% of the company’s footwear adhesives products are low-VOC or zero-VOC.
(2) Development of high-performance products that contribute positively to the environment, such as plastic free paper coating, used in recyclable and reusable paper cups and paper containers. The company has also developed insulating glass sealant, which can be resistant to sunlight, extreme weather, and moisture, and improve energy efficiency for buildings.
(3) Development of bio-based and recyclable materials to reduce reliance on fossil fuel raw materials and lower carbon emissions. For example, the company has developed PU and EVA foam with bio-based materials to replace synthetic foam, and bio-based hot melt adhesives used for paper labels lamination on metal cans.
(4) Currently, environmental-friendly products account for 63% of the company’s total product output. In the next few years, the company will increase investment in research and development of green products, strive to develop a low-carbon environment, and continue to pursue sustainable growth.

II. Outline of 2022 Business Plan

Business Policy
(1) Diversified application of products: continuously develop products to enhance potential growth opportunities, expand the application of products in various industries, and explore strategic M&A targets with mutual synergies in order to achieve vertical or parallel integration.
(2) Reinforcement of ESG: In response to international development trends, ESG strategies are being formulated with the goal of promoting energy conservation and carbon reduction and recognizing how to combat climate change. The disclosure of ESG information will also be strengthened to respond to investors' concerns and enhance sustainable competitiveness between enterprises.

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  - (3) Investment in research and development: Focus on the connection between environmental sustainability and green products, continue to develop products with sustainable value, and meet environmental and market needs at the same time.

Expected sales volume and its basis
- The company's sales plan is determined based on contracts, historical sales records and market changes. It is expected that the business target in 2022 will maintain stable growth.
Important Production and Marketing Strategies
- (1) Focusing on industries with high growth opportunities
  - In terms of the adhesive business, the company will continue to focus on the development of footwear-related chemicals, and will concentrate on the product lines with sizeable addressable markets and growth opportunities, including textiles, non-woven, pressure-sensitive adhesives, woodworking, and food packaging adhesives.
- (2) Green products and green industry opportunities The company will continue to develop and promote more environmental-friendly products and take advantage of the opportunities in the green industry under the popular trends of sustainable growth, circular economy, and low carbon emissions. An example is the preliminary results in the company’s coating business with new applications in the solar and water industry.
- (3) Prospective Products Planning
  - A joint venture subsidiary was formed with a technical staff with expertise in composite materials. The team has taken the company’s carbon fiber composite materials and combined composite injection technology to produce carbon fiber reinforced plastic components. The subsidiary has begun obtaining orders for 3C and automotive component products. The company will expand the application of carbon fiber composite materials, and develop a diversified product range, catering to the needs of customers in various industries.
III. The impacts of future developing policies from external competition, legal and macroeconomics

External Competition, Legal Environmental, and Macroeconomical Impact on Future Development Policies

Observing the recent international economic situation, the rapid spread of the new variant, Omicron, around the world bring these epidemic challenges: labor shortages, disrupted supply chains and rising inflation pressures. Looking forward, the global epidemic situation will continue to remain a headline, but with the gradual increase in virus screenings and vaccine coverage, the number of severe cases and deaths has dropped sharply. Therefore, major countries will slowly ease on the strict epidemic prevention measures and the global economy is expected to maintain a steady pace of recovery.

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For the future development of the world, it is expected that the supply and demand of the industry will return to a relatively stable state. We will seize the opportunity by accelerating our core technological innovation capabilities and sound financial constitution. Through accumulation of corporate competitiveness, we will strive to implement corporate governance, risk management, and sustainable operations to create sustainable value for all stakeholders.

Due to the uncertainty brought by the development of the epidemic to the overall economy, the company will continue to strengthen its fundamentals, adhere to the highest guiding principles of “leading, integrity, teamwork, and efficiency” for business development, and deepen the company's competitive advantages of “quality first, leading technology, and service oriented”. The company will always pay close attention to domestic and foreign policy development trends and changes in regulations to minimize the adverse impact of external environmental factors. The utmost priority is to maintain operating growth and stable profit performance in order to reward shareholders for their support to the company.

Chairman: Cheng-Hsien, Wu

Manager: Ming-Hsien, Hsu

Accounting Manager: Kun-Chin, Lin

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Attachment 2

Nan Pao Resins Chemical Co., Ltd. Review Report of Audit Committee

To: 2022 General Shareholders’ Meeting

The Audit Committee has duly inspected and approved the Company’s business report, financial statements and earning distribution plan for 2021 prepared and proposed by the Board of Directors, with the financial statements having been audited by independent auditors, Mr. Hung Ju Liao and Ms. Chi Chen Lee, of Deloitte & Touche and issued certification of financial reports. The Audit Committee considered that the business reports, financial statements and earning distribution plan as proposed are fairly present the Company’s financial position and results. The aforementioned report is hereby submitted pursuant to Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.

Nan Pao Resins Chemical Co., Ltd.

Audit Committee Convener ： Yun, Chen

March 24, 2022

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Attachment 3

(1) Consolidated Financial Statements INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Nan Pao Resins Chemical Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Nan Pao Resins Chemical Co., Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements (including a summary of significant accounting policies).

In our opinion and based on our and other independent auditors’ reports (see Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China (ROC).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our and other independent auditors’ reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is detailed as follows:

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Authenticity of Revenue Recognition

As stated in Notes 4 (o) and 27 the Group’s main source of revenue is revenue from the sale of adhesives, coatings, and construction material. Revenue from sale of goods of adhesives department represented approximately 70% of the total operating revenue. We considered the materiality of this to the consolidated financial statements as well as the regulations in the auditing standards regarding the presumed significant risk in revenue recognition, and thus deemed the authenticity of revenue recognition of the customers of adhesives department as a key audit matter.

We understood the design of the internal controls related to revenue recognition and tested on a sample basis its operating effectiveness.
We selected appropriate samples from the sales receipts of the customers mentioned above, and inspected the sales orders signed by external parties based on the revenue recognition terms, commercial invoices, bill of lading and collections of this customers to check whether the sales actually occurred, and also confirmed whether the transaction counterparty to the sale was the same as the counterparty receiving payment.

Other Matters

Among the subsidiaries included in the consolidated financial statements of the Group, the financial statements of some of the subsidiaries were not audited by us, but were audited by other auditors. Thus, our opinion, insofar as it relates to the amounts and related information included for these subsidiaries, is based solely on the report of other auditors. The total assets of these subsidiaries amounted to NT$3,748,491 thousand and NT$2,942,030 thousand as of December 31, 2021 and 2020, respectively, accounting for 14% and 15% of total consolidated assets, respectively. Net sales revenue was NT$3,425,709 thousand and NT$2,285,742 thousand, respectively, accounting for 19% and 15% of the consolidated net sales revenue, respectively.

We have also audited the parent company only financial statements of Nan Pao Resins Chemical Co., Ltd. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion with other matter paragraph.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matter that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hung-Ju Liao and Chi-Chen Lee.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 2022

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 accepted and 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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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 9, 10, and 36) Notes receivable (Notes 4 and 11) Accounts receivable (Notes 4, 11 and 27) Accounts receivable - related parties (Notes 4, 11, 27 and 35) Other receivables (Notes 4 and 11) Current tax assets (Note 29) Inventories (Notes 4 and 12) Non-current assets held for sale (Note 4 and 13) Other current assets (Note 21) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current ( Note 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, 10 and 36) Investments accounted for using the equity method (Notes 4 and 15) Property, plant and equipment (Notes 4, 16 and 36) Right-of-use assets (Notes 4, 17 and 36) Investment properties (Notes 4 and 18) Goodwill (Notes 4, 19 and 31) Other intangible assets (Notes 4 and 20) Deferred tax assets (Notes 4 and 29) Other non-current assets (Note 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 22 and 36) Contract liabilities - current (Notes 4 and 27) Notes payable (Note 23) Accounts payable (Notes 23 and 35) Lease liabilities - current (Notes 4 and 17) Other payables (Note 35) Current tax liabilities (Note 29) Current portion of long-term borrowings (Notes 22 and 36) Other current liabilities (Notes 24 and 35) Total current liabilities NON-CURRENT LIABILITIES Lease liabilities - non-current (Notes 4 and 17) Long - term borrowings (Notes 22 and 36) Deferred tax liabilities (Notes 4 and 29) Net defined benefit liabilities - non-current (Notes 4 and 25) Other non-current liabilities (Note 24) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 26) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		December 31, 2021 Amount % $ 3,231,306 13 1,064,825 4 308,657 1 3,746,166 15 322,182 1 108,967 - 1,910 - 2,949,236 11 378,477 2 539,602 2 12,651,328 49 36,135 - 6,284,859 24 127,243 1 - - 4,931,769 19 1,040,157 4 17,760 - 238,377 1 138,482 1 346,509 1 115,016 - 13,276,307 51 $ 25,927,635 100 $ 2,157,674 8 44,959 - 1,036 - 2,590,168 10 78,256 - 912,530 3 178,428 1 193,146 1 205,724 1 6,361,921 24 471,967 2 1,935,075 8 786,425 3 51,816 - 50,392 - 3,295,675 13 9,657,596 37 1,205,707 5 2,101,673 8 1,300,961 5 313,321 1 5,021,383 20 6,635,665 26 5,334,802 20 15,277,847 59 992,192 4 16,270,039 63 $ 25,927,635 100		December 31, 2020
				Amount % $ 3,321,237 17 1,293,135 7 291,955 2 3,334,765 17 288,565 1 150,688 1 2,016 - 2,177,074 11 - - 385,718 2 11,245,153 58 - - 1,109,267 6 125,173 1 367,753 2 4,515,380 23 1,141,517 6 17,760 - 117,930 1 73,379 - 328,662 2 304,468 1 8,101,289 42 $ 19,346,442 100 $ 1,346,630 7 30,581 - 14,330 - 2,287,370 12 79,930 1 809,180 4 251,408 1 55,974 - 206,627 1 5,082,030 26 476,953 2 1,669,191 9 773,682 4 95,701 1 52,601 - 3,068,128 16 8,150,158 42 1,205,707 6 2,101,673 11 1,178,822 6 313,321 2 5,115,900 26 6,608,043 34 351,178 2 10,266,601 53 929,683 5 11,196,284 58 $ 19,346,442 100

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2022)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 27 and 35) OPERATING COSTS (Notes 12, 25, 28 and 35) GROSS PROFIT OPERATING EXPENSES (Notes 11, 25 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Estimated credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 15 and 28) Interest income Other income Other gains and losses Finance costs Share of profit of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 29) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 25, 26 and 29) Items that will not be reclassified subsequently to profit or loss: Remensurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss		2021 Amount % $ 17,980,007 100 13,877,962 77 4,102,045 23 1,728,521 9 832,346 5 485,459 3 3,525 - 3,049,851 17 1,052,194 6 41,617 - 137,748 1 (7,445) - (54,797) - 33,224 - 150,347 1 1,202,541 7 273,188 2 929,353 5 14,207 - 5,125,642 29 (2,892) -		2020
				Amount % $ 15,551,344 100 11,181,051 72 4,370,293 28 1,533,729 10 826,113 6 500,030 3 8,721 - 2,868,593 19 1,501,700 9 48,683 - 157,392 1 (90,898) - (58,881) - 48,096 - 104,392 1 1,606,092 10 338,970 2 1,267,122 8 1,669 - 127,882 1 (333) - (Continued)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to items may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 30) Basic Diluted		2021 Amount % $ 5,136,957 29 (203,396) (1) 39,164 - (164,232) (1) 4,972,725 28 $ 5,902,078 33 $ 875,780 5 53,573 - $ 929,353 5 $ 5,855,241 33 46,837 - $ 5,902,078 33 $ 7.26 $ 7.24		2020
				Amount % $ 129,218 1 (129,736) (1) 24,452 - (105,284) (1) 23,934 - $ 1,291,056 8 $ 1,219,753 8 47,369 - $ 1,267,122 8 $ 1,251,461 8 39,595 - $ 1,291,056 8 $ 10.12 $ 10.09

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2022) (Concluded)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars, Except Earnings Per Share and Share Issuance Price)

BALANCE AT JANUARY 1, 2020 Appropriation of the 2019 earnings (Note 26) Legal reserve Cash dividends distributed by the Company - $6 per share Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 Changes in percentage of ownership interests in subsidiaries (Note 32) Increase in non-controlling interests (Note 26) BALANCE AT DECEMBER 31, 2020 Appropriation of the 2020 earnings (Note 26) Legal reserve Cash dividends distributed by the Company - $7 per share Disposal of financial assets at fair value through other comprehensive income (Notes 8 and 26) Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Increase in non-controlling interests (Note 26) BALANCE AT DECEMBER 31, 2021					Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Total $ 9,740,740 - (723,425 ) 1,219,753 31,708 1,251,461 (2,175) - 10,266,601 - (843,995 ) - 875,780 4,979,461 5,855,241 - $ 15,277,847	Non-controlling Interests $ 815,807 - - 47,369 (7,774) 39,595 2,175 72,106 929,683 - - - 53,573 (6,736) 46,837 15,672 $ 992,192	Total Equity $ 10,556,547 - (723,425 ) 1,267,122 23,934 1,291,056 - 72,106 11,196,284 - (843,995 ) - 929,353 4,972,725 5,902,078 15,672 $ 16,270,039
		Share Capital $ 1,205,707 - - - - - - - 1,205,707 - - - - - - - $ 1,205,707	Capital Surplus $ 2,103,848 - - - - - (2,175) - 2,101,673 - - - - - - - $ 2,101,673		Retained Earnings		Unappropriated Earnings $ 4,740,757 (122,820 ) (723,425 ) 1,219,753 1,635 1,221,388 - - 5,115,900 (122,139 ) (843,995 ) (14,640 ) 875,780 10,477 886,257 - $ 5,021,383	Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income Total Other Equity $ (390,008 ) $ 711,113 $ 321,105 - - - - - - - - - (97,809) 127,882 30,073 (97,809) 127,882 30,073 - - - - - - (487,817 ) 838,995 351,178 - - - - - - - 14,640 14,640 - - - (156,658) 5,125,642 4,968,984 (156,658) 5,125,642 4,968,984 - - - $ (644,475 ) $ 5,979,277 $ 5,334,802
					Legal Reserve $ 1,056,002 122,820 - - - - - - 1,178,822 122,139 - - - - - - $ 1,300,961	Special Reserve $ 313,321 - - - - - - - 313,321 - - - - - - - $ 313,321

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche audit report dated March 24, 2022)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Estimated credit loss recognized on trade receivables Gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates Loss on disposal of property, plant and equipment Loss on disposal of investments Write-downs of inventories Loss (Gain) on lease modification Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Other non-current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Other non-current liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from capital reduction of investments accounted for under financial assets at fair value through other comprehensive income Net increase of financial assets at amortized cost Net decrease of financial assets at amortized cost	2021 $ 1,202,541 440,169 30,887 3,525 (11,135) 54,797 (41,617) (66,143) (33,224) 2,271 - 73,126 (19) (16,702) (496,234) (33,617) 42,176 (864,303) (152,060) (1,326) 14,378 (13,266) 351,616 39,403 (903) (30,334) (2,499) 491,507 41,018 (52,368) (343,100) 137,057 (29,879) 868 - 213,353	2020 $ 1,606,092 405,446 19,149 8,721 - 58,881 (48,683) (46,587) (48,096) 1,893 7,438 15,233 319 (11,932) (214,406) 64,806 40,457 11,304 8,877 (19,253) 11,707 1,739 376,210 (11,492) 38,865 (18,070) (4,170) 2,254,448 46,469 (61,568) (300,907) 1,938,442 (26,629) 315 (616,871) - (Continued)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at fair value through profit or loss Net cash outflow on acquisition of businesses Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Proceeds from disposal of right - of - use assets Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Changes in non-controlling equity Net cash generated from（used in）financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2021 $ (25,000) (215,042) (653,145) 18,493 (3,555) - (5,325) 81,740 88,643 (528,849) 8,509,599 (7,679,481) 2,799,412 (2,393,135) 334 - (52,991) (861,339) - 322,399 (20,538) (89,931) 3,321,237 $ 3,231,306	2020 $ - - (873,089) 4,375 - 11 (3,269) - 49,962 (1,465,195) 6,586,369 (6,609,640) 3,199,161 (3,353,977) 160 - (57,223) (751,745) 100,426 (886,469) (8,145) (421,367) 3,742,604 $ 3,321,237

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 24, 2022) (Concluded)

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(2) Individual Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Nan Pao Resins Chemical Co., Ltd.

Opinion

We have audited the accompanying standalone financial statements of Nan Pao Resins Chemical Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion and based on our and other independent auditors’ reports (see Other Matter paragraph), the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our and other independent auditors’ reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Company’s standalone financial statements for the year ended December 31, 2021 is detailed as follows:

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Authenticity of Revenue Recognition

As stated in Notes 4(n) and 25 the Company’s main source of revenue is revenue from the sale of adhesives, coatings, and construction material. Revenue from sale of goods of adhesives department represented approximately 80% of the total operating revenue. We considered the materiality of this to the standalone financial statements as well as the regulations in the auditing standards regarding the presumed significant risk in revenue recognition, and thus deemed the authenticity of revenue recognition of the aforementioned products as a key audit matter.

The key audit procedures performed with respect to the aforementioned key audit matter are as follows:

We understood the design of the internal controls related to revenue recognition and tested on a sample basis its operating effectiveness.
We selected appropriate samples from the sales receipts of the customers mentioned above, and inspected the sales orders signed by the customers based on the revenue recognition terms, commercial invoices, bill of lading and collections of this customers to check whether the sales actually occurred, and also confirmed whether the transaction counterparty to the sale was the same as the counterparty receiving payment.

Other Matters

Among the standalone financial statements of the Company, the standalone financial statements of some of the invested companies in using equity method were not audited by us, but were audited by other auditors. Thus, our opinion, insofar as it relates to the amounts and related information, is based solely on the report of other auditors. The total amount of investment accounted for using the equity method amounted to NT$1,295,650 thousand and NT$1,038,776 thousand as of December 31, 2021 and 2020, respectively, and both accounting for 6% and 7% of total assets, respectively. The comprehensive income in using equity method was NT$59,100 thousand and NT$18,408 thousand as of December 31, 2021 and 2020, respectively, accounting for 1.0% and 1.5% of total comprehensive income, respectively.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

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economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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From the matters communicated with those charged with governance, we determine those matter that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hung-Ju Liao and Chi-Chen Lee.

Deloitte & Touche Taipei, Taiwan Republic of China March 24, 2022

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.

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Nan Pao Resins Chemical Co., Ltd.

STANDALONE BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 9 and 10) Notes receivable (Notes 4 and 11) Accounts receivable (Notes 4, 11 and 25) Accounts receivable - related parties (Notes 4, 11, 25 and 33) Other receivables (Notes 4, 11 and 33) Inventories (Notes 4 and 12) Non-current assets held for sale (Notes 4 and 13) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9 and 10) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right-of-use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 27) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Contract liabilities - current (Note 25) Notes payable (Note 21) Accounts payable (Notes 21 and 33) Lease liabilities - current (Notes 4 and 16) Other payables (Notes 22 and 32) Current tax liabilities (Note 27) Current portion of long-term borrowing (Note 20) Other current liabilities (Notes 22, 25 and 33) Total current liabilities NON-CURRENT LIABILITIES Lease liabilities - non-current (Notes 4 and 16) Long - term borrowings (Note 20) Deferred tax liabilities (Notes 4, 5 and 27) Other non-current liabilities Net defined benefit liabilities - non-current (Notes 4 and 23) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31, 2021 Amount % $ 473,941 3 509,655 3 237,855 1 398,621 2 878,398 4 17,848 - 677,416 3 378,477 2 23,849 - 3,596,060 18 36,135 - 6,254,904 31 13,699 - 8,096,299 39 2,170,973 11 26,151 - 17,760 - 24,541 - 231,717 1 58,613 - 16,930,792 82 $ 20,526,852 100 $ 1,326,699 6 14,650 - 284 - 841,927 4 6,362 - 416,461 2 135,500 1 104,800 1 25,693 - 2,872,376 14 20,152 - 1,564,020 8 752,046 4 2,210 - 38,201 - 2,376,629 12 5,249,005 26 1,205,707 6 2,101,673 10 1,300,961 6 313,321 2 5,021,383 24 6,635,665 32 5,334,802 26 15,277,847 74 $ 20,526,852 100		December 31, 2020
				Amount % $ 287,063 2 534,893 4 190,781 2 410,632 3 910,756 6 13,156 - 466,846 3 - - 39,830 - 2,853,957 20 - - 1,080,530 7 13,919 - 8,403,544 58 1,940,046 13 32,180 - 17,760 - 29,289 - 205,389 2 33,226 - 11,755,883 80 $ 14,609,840 100 $ 935,174 6 5,779 - 5,466 - 646,847 5 6,232 - 386,036 3 186,570 1 - - 29,889 - 2,201,993 15 26,226 - 1,265,382 9 768,224 5 3,916 - 77,498 1 2,141,246 15 4,343,239 30 1,205,707 8 2,101,673 14 1,178,822 8 313,321 2 5,115,900 35 6,608,043 45 351,178 3 10,266,601 70 $ 14,609,840 100

The accompanying notes are an integral part of the standalone financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2022)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 25 and 33) OPERATING COSTS (Notes 12, 23 and 33) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 26 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Estimated credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4 and 26) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23, 24 and 27)		2021 Amount % $ 5,359,550 100 4,137,788 77 1,221,762 23 (119,117) (2) 183,462 3 1,286,107 24 457,914 9 288,199 5 186,859 4 270 - 933,242 18 352,865 6 179 - 77,483 1 (1,651) - (21,816) - 588,582 11 642,777 12 995,642 18 119,862 2 875,780 16		2020
				Amount % $ 4,635,634 100 3,144,066 68 1,491,568 32 (183,462) (4) 110,569 2 1,418,675 30 393,784 9 295,390 6 198,774 4 (2,493) - 885,455 19 533,220 11 1,210 - 107,617 2 (47,697) (1) (22,166) - 792,780 17 831,744 18 1,364,964 29 145,211 3 1,219,753 26

(Continued)

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Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that will not be reclassified subsequently to profit or loss: Remensurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income of subsidiaries accounted for using equity method Income tax relating to 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 the financial statements of foreign operations Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method Income tax relating to items may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 28) Basic Diluted		2021 Amount % 11,181 - 5,124,424 96 2,750 - (2,236) - 5,136,119 96 (191,403) (4) (4,419) - 39,164 1 (156,658) (3) 4,979,461 93 $ 5,855,241 109 $ 7.26 $ 7.24		2020
				Amount % 2,968 - 107,602 2 19,540 1 (593) - 129,517 3 (122,291) (3) 30 - 24,452 1 (97,809) (2) 31,708 1 $ 1,251,461 27 $ 10.12 $ 10.09

The accompanying notes are an integral part of the standalone financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2022)

(Concluded)

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Nan Pao Resins Chemical Co., Ltd.

STANDALONE STANDALONE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share )

BALANCE AT JANUARY 1, 2020 Appropriation of the 2019 earnings (Note 24) Legal reserve Cash dividends distributed by the Company - $6 per share Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 Changes in percentage of ownership interests in subsidiaries (Note 29) BALANCE AT DECEMBER 31, 2020 Appropriation of the 2020 earnings (Note 24) Legal reserve Cash dividends distributed by the Company - $7 per share Disposal of financial assets at fair value through other comprehensive income (Notes 8 and 24) Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021	Share Capital Capital Surplus $ 1,205,707 $ 2,103,848 - - - - - - - - - - - (2,175) 1,205,707 2,101,673 - - - - - - - - - - - - $ 1,205,707 $ 2,101,673		Retainea Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 1,056,002 $ 313,321 $ 4,740,757 122,820 - (122,820) - - (723,425) - - 1,219,753 - - 1,635 - - 1,221,388 - - - 1,178,822 313,321 5,115,900 122,139 - (122,139) - - (843,995) - - (14,640) - - 875,780 - - 10,477 - - 886,257 $ 1,300,961 $ 313,321 $ 5,021,383	Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ (390,008) $ 711,113 - - - - - - (97,809) 127,882 (97,809) 127,882 - - (487,817) 838,995 - - - - - 14,640 - - (156,658) 5,125,642 (156,658) 5,125,642 $ (644,475) $ 5,979,277	Total Other Equity $ 321,105 - - - 30,073 30,073 - 351,178 - - 14,640 - 4,968,984 4,968,984 $ 5,334,802	Total Equity $ 9,740,740 - (723,425) 1,219,753 31,708 1,251,461 (2,175) 10,266,601 - (843,995) - 875,780 4,979,461 5,855,241 $ 15,277,847

The accompanying notes are an integral part of the standalone financial statements.

(With Deloitte & Touche audit report dated March 24, 2022)

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Nan Pao Resins Chemical Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Estimated credit loss (gain) recognized on trade receivables Gain in fair value changes of financial assets at fair value through profit or loss Interest income Finance costs Dividend income Write-downs of inventories Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Unrealized gain on the transactions with subsidiaries Realized gain on the transaction with subsidiaries Gain on lease modification Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from capital reduction of investments accounted for under financial assets at fair value through other comprehensive income Net increase of financial assets at amortized cost Net decrease of financial assets at amortized cost	2021 $ 995,642 148,124 9,828 270 (11,135) (179) 21,816 (65,735) 59,895 (588,582) (410) 119,117 (183,462) - (47,074) 11,741 32,358 (4,692) (270,465) (5,319) 8,871 (5,615) 195,080 21,409 (4,196) (28,116) 409,171 179 (21,577) (176,510) 211,263 25,458 (25,000) (29,878) 868	2020 $ 1,364,964 147,743 9,845 (2,493) - (1,210) 22,166 (45,925) 2,848 (792,780) (973) 183,462 (110,569) (36) (10,053) (92,246) (295,814) 92,511 13,563 3,423 (3,651) (5,382) 114,401 36,345 4,371 (19,201) 615,309 2,176 (22,550) (115,934) 479,001 - - (26,629) 315 (Continued)

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Nan Pao Resins Chemical Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at fair value through profit or loss Acquistions of investments accounted for using the equity method Proceeds from capital reduction of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of the principal portion of lease liabilities Cash dividends paid Acquisition of additional interest in subsidiaries Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2021 - (51,696) - (391,167) 461 (2,634) 658,319 184,731 6,340,312 (5,948,787) 2,720,000 (2,318,268) (6,473) (843,995) (151,905) (209,116) 186,878 287,063 $ 473,941	2020 (152,040) (28,743) 149,450 (285,389) 973 (1,479) 553,615 210,073 5,297,244 (5,072,070) 2,794,089 (2,988,000) (7,917) (723,425) (298,549) (998,628) (309,554) 596,617 $ 287,063

The accompanying notes are an integral part of the standalone financial statements.

(With Deloitte & Touche auditors’ report dated March 24, 2022)

(Concluded)

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Attachment 4

Nan Pao Resins Chemical Co., Ltd. 2021 Earnings Distribution Plan

==> picture [519 x 446] intentionally omitted <==

----- Start of picture text -----

Unit ： NT$
Item Amount
Beginning retained earnings $ 4,149,765,414
Net income $ 875,779,554
Defined benefit plan remeasurement on retained earnings 10,476,983
Dispose of equity instrument investments at fair value
through other comprehensive gains and losses, and the
(14,640,000)
accumulated gains and losses are directly transferred to
retained earnings
The after-tax net income for the period plus the amount of
items adjusted to the current year’s undistributed earnings 871,616,537
other than after-tax net income for the period
Less: 10% legal reserve (87,161,653)
Distributable net profit $ 4,934,220,298
Distribution item:
Shareholders dividends - Cash dividends (@$6/share) (723,424,680)
Unappropriated retained earnings $ 4,210,795,618
Note：The shareholders dividends was calculated based on total outstanding shares, 120,570,780 shares, as
of March 24, 2022. Actual dividend per share will be calculated based on the actual issued and
outstanding shares as of the ex-dividend date. The total amount of dividend shall remain the same.
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Chairman: Cheng-Hsien, Wu Manager: Ming-Hsien, Hsu

Accounting Manager: Kun-Chin, Lin

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Attachment 5

Nan Pao Resins Chemical Co., Ltd Comparison Table of “Articles of Incor oration” p

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Article Amended Clauses Original Clauses
1. The Company is incorporated in The Company is incorporated in
accordance with the regulations on accordance with the regulations on
companies limited by shares under the companies limited by shares under the
Company Act and named “Nan Pao Company Act and named Nan Pao
”
Resins Chemical Co., Ltd . Resins Chemical Co., Ltd.
3. The Company’s head office is in The Company’s head office is in
Tainan City, and may, with the Tainan City, and may, pursuant to a
approval of the board of the Board of resolution adopted by the Board of
Directors and the competent authority, Directors, set up branches, offices, or
set up branches, offices, or factories in factories within domestic or overseas
appropriate locations within domestic when deemed necessary.
or overseas when deemed necessary.
4. The total amount of the Company’s The total amount of the Company’s
reinvested capital may exceed 40% of reinvested capital may exceed 40% of
the paid-in capital and shall make an the paid-in capital and shall make an
external guarantee. external guarantee for the entities of
the same business.
5. The total capital stock of the Company The total capital stock of the Company
is 2 billion New Taiwan Dollars, is 2 billion New Taiwan Dollars,
divided into 200 million shares at 10 divided into 200 million shares at 10
New Taiwan Dollars each, un issued New Taiwan Dollars each, un issued
shares un issued shares authorized to shares may be issued by the resolution
be issued by the resolution of the of the Board of Directors according to
Board of Directors. A total of 8 million actual need. A total of 80 million New
shares among the total shares referred Taiwan Dollars among the total capital
to the preceding paragraph shall be referred to the preceding paragraph
reserved for the issuance of shall be reserved for the issuance of
convertible shares of employee stock convertible shares of employee stock
options. options.
5.1. The Company buys back treasury The Company transfers its treasury
(Former shares and transfers its treasury shares shares to employees, reserves the
Article 7.1.) to employees, reserves the issuance of issuance of common shares in cash for
common shares in cash for employees employees to subscribe, issues
to subscribe, issues employee stock employee stock option certificates, and
option certificates, and issues issues restricted shares for employee,
restricted shares for employee, which which could be entitled to the qualified
could be entitled to the qualified employees of controlled entities or
employees of controlled entities or subsidiaries of the Company meeting
subsidiaries of the Company meeting certain specific requirements. The
certain specific requirements. The Board of Directors is authorized to
Board of Directors is authorized to decide the conditions and the
decide the conditions and the subscription.
subscription.
6. Shares issued by the Company are All the shares issued by the Company
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Article	Amended Clauses	Original Clauses
	exempt from printing of stock certificates. If the company prints stock certificates, it shall be in registered form and shall be handled in accordance with the provisions of the Company Law and other relevant laws and regulations.	~~will be name-bearing and signed or~~ ~~sealed by the representative director of~~ ~~the Company. The Company may issue~~ ~~shares~~ ~~without~~ ~~printing~~ ~~share~~ ~~certificates, but shall be in custody or~~ ~~registration~~ ~~under~~ ~~centralized~~ ~~securities depository enterprises.~~
7. (Former Article 15.)	(The original article is deleted and moved to this article)	The Company’s shareholder services affairs are in compliance with Regulations Governing the Administration of Shareholder Services of Public Companies and relevant regulations.
8. (Former Article 7.)	Changes recorded in the shareholder register shall not be made within sixty days before the ordinary shareholders' meeting, within thirty days before the extraordinary shareholders'meeting, or within five days before the base day before the company decides to distribute dividends, bonuses or other benefits.	~~All changes made to the list of~~ ~~shareholders shall be halted sixty days~~ ~~prior~~ ~~to~~ ~~an~~ ~~upcoming~~ ~~annual~~ ~~shareholders’ meeting, thirty days~~ ~~prior to a provisional shareholders’~~ ~~meeting, or five days prior to the base~~ ~~date on which the Company issues~~ ~~dividends, bonuses, or other interests.~~
9. (Former Article 8.)	Shareholders’ meetings of the Company are of two types, namely regular meetings and provisional meetings. Regular meetings shall be convenedby the board of directors within six months after the end of each fiscal year. Provisional meetings shall be convened in accordance with relevant laws, rules, and regulations when necessary.	Shareholders’ meetings of the Company are of two types, namely regular meetings and provisional meetings. Regular meetings shall be convened~~at least once a year,~~within six months after the end of each fiscal year. Provisional meetings shall be convened in accordance with relevant laws, rules, and regulations when necessary.
10. (Former Article 9.)	When the Company holds a shareholders’ meeting, itshallexercise its voting right in electronicallyand may exercise its voting rights in writing.It shall be executed in accordance with relevant laws and regulations. If a shareholder is unable to attend the shareholders’ meeting, the shareholder may appoint a proxy to attend the meetingand exercise their rightsin accordance with Article 177 of the Company Act.The proxy is not limited to the shareholders of the company.	When the Company holds a shareholders’ meeting, it~~may~~exercise its voting right ~~in~~ ~~writing~~ ~~or~~ electronically. It shall be executed in accordance with relevant laws and regulations. If a shareholder is unable to attend the shareholders’ meeting, the shareholder may appoint a proxy to attend the meeting in accordance with Article 177 of the Company Act.~~In addition to~~ ~~the compliance with the Company Act,~~ ~~the Company shall make arrangements~~ ~~in accordance with the “Regulations~~ ~~Governing the Use of Proxies for~~ ~~Attendance at Shareholders’ Meetings~~ ~~of Public Companies” promulgated by~~ ~~the competent authority.~~

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Article	Amended Clauses	Original Clauses
11. (Former Article 10.)	Unless otherwise stipulated by laws and regulations,the shareholders' meetingof the companyshall be convened by the Board of Directors. The Chairman of the Board of directors of the company shall be the Chairman of the shareholders' meeting.When the Chairman of the Board is on leave, the Chairman shall appoint one of the directors to act as the Chairwith Article 208 of the Company Act.	Shareholders’ meetings shall be convened by the Board of Directors ~~and the meeting shall be chaired by the~~ ~~Chairman of the Board.~~When the Chairman of the Board is on leave, the Chairman shall appoint one of the directors to act as the Chair.~~When the~~ ~~Chairman~~ ~~does~~ ~~not~~ ~~make~~ ~~such~~ ~~designation, the directors shall select~~ ~~from among themselves one person to~~ ~~serve as the Chair. If a shareholders’~~ ~~meeting is held by a convener other~~ ~~than the Board of Directors, the~~ ~~convener shall be the Chair. If there are~~ ~~two or more conveners, only one of~~ ~~them shall be appointed to be the~~ ~~Chair.~~
13. (Former Article 12.)	Unless otherwise stipulated by law, a resolution made at a shareholders’ meeting shall be adopted by a majority vote at a meeting attended by shareholders representing half of the total number of shares issued. The resolutions of the shareholders' meeting shall be recorded in minutes and handled in accordance with Article 183 of the Company Act.	Unless otherwise stipulated by law, a resolution made at a shareholders’ meeting shall be adopted by a majority vote at a meeting attended by shareholders representing half of the total number of shares issued.
14. (Former Article 13.)	When the company convenes a shareholders' meeting, the shareholders'meeting may be held by video conference. The relevant operating procedures of the video conference shall be handled in accordance with the Company Law and the regulations of the competent authority.	~~The~~ ~~resolutions~~ ~~made~~ ~~in~~ ~~a~~ ~~shareholders’~~ ~~meeting~~ ~~shall~~ ~~be~~ ~~recorded in the minutes and shall be~~ ~~handled in accordance with Article 183~~ ~~of the Company Act.~~
16.	The Board of Directors’ meeting shall be convened at least once every quarter. The board of directors shall be convened by the chairman of the board of directors, except that the first board of directors of each session shall be convened by the director with the most voting rights representing the votes obtained after re-election. A notice specifying the reason for convening a Board meeting shall be sent to all directors seven days before the scheduled meetingday,however a	The Board of Directors’ meeting shall be convened at least once every quarter. A notice specifying the reason for convening a Board meeting shall be sent to all directors seven days before the scheduled meeting day, however a Board meeting may be convened on short notice when in emergency circumstances.

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Article Amended Clauses Original Clauses
Board meeting may be convened on
short notice when in emergency
circumstances.
17. The Company has established five to The Company has established five to
(Former nine seats of directors. The number of nine seats of directors. All directors
Article 18.) directors is determined by the board of shall be elected from a nomination
directors. Among the above- system by shareholders among a list of
mentioned directors, at least three are nominees for directors. The directors
independent directors. The election of shall have a term of office of three
directors shall be elected from a years and may be re-elected. The
nomination system by shareholders Company may purchase liability
among a list of nominees for directors. insurance for directors, within the
Independent directors and non- scope of business during their term of
independent directors shall be elected office. Among the above-mentioned
together, and the elected quota shall be directors, the number of independent
calculated separately. The directors directors shall not be less than three,
shall have a term of office of three shall not be less than one-fifth of the
years and may be re-elected. seats of the directors, and shall be
The professional qualifications, elected by shareholders among a list of
-
shareholding, part time restrictions, nominees for independent directors.
nomination and selection methods, and The professional qualifications,
other matters to be complied with for shareholding, the prohibition on
independent directors shall be handled positions held at other companies,
in accordance with relevant laws and nomination and selection process, and
regulations. other matters of the Company’s
The Company may purchase liability Independent Directors, are processed
insurance for directors, within the in compliance with relevant
scope of business during their term of regulations of competent securities
office. authorities.
17.1. In accordance with the provisions of The Company’s Board of Directors
(Former Article 14-4 of the Securities and may establish different types of
Article 22.) Exchange Act, the Company’s Board functional committees. The Board of
of Directors may establish different Directors is authorized to decide the
types of functional committees. The qualification of members, powers of
Board of Directors is authorized to office and related matters in
decide the qualification of members, accordance with relevant regulations.
powers of office and related matters in The Audit Committee is established by
accordance with relevant regulations. the Company to replace the duties of
The Audit Committee is established by Supervisors and s hall be composed of
the Company to replace the duties of the entire independent directors .
Supervisors and The audit committee
shall be composed of the entire
independent directors and shall be
responsible for implementing the
supervisory functions and powers
stipulated by the Company Law, the
Securities and Exchange Law and
other laws and regulations.
18. The remuneration of directors shall be When the directors of the Company
(Former determined by the authorized board of perform the duties on behalf of the
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Article	Amended Clauses	Original Clauses
Article 17.)	directors according to their participation in the company's operations and the value of their contributions, and with reference to domestic and foreign industry standards.	~~Company, whether the Company~~ ~~makes a profit or loss, the Company~~ ~~shall compensate the directors and~~ ~~authorize the Board of Directors to set~~ ~~a compensation standard based on the~~ ~~value of their participation in and~~ ~~contribution to the operation of the~~ ~~Company within the highest standard~~ ~~set in the Company’s Procedure for~~ ~~Compensation Management (industry~~ ~~standard).~~
19.	Except as otherwise stated in the Act or in the Company Act, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.	(This article is newly added)
20. (Former Article 19.)	The directors shall elect from among themselves a chairman of the Board of Directors by a majority vote at a meeting attended by over two-thirds of all the directors.The chairman is the chairman of the board of directors and represents the company externally. When the chairman of the Boardasks forleave or for any reason is unable to exercise the powers of the chairman, one of the directors shall be appointed to act as the chair by the chairperson. When the chairman does not make such appointment, directors shall elect one person from among themselves to serve as the chair.	The directors shall elect from among themselves a chairman of the Board of Directors by a majority vote at a meeting attended by over two-thirds of all the directors.~~The chairman of the~~ ~~Board of Directors shall carry out all~~ ~~affairs of the Company in accordance~~ ~~with law and regulations and the~~ ~~resolutions~~ ~~of~~ ~~the~~ ~~shareholders’~~ ~~meetings and the Board of Directors’~~ ~~meetings.~~When the chairman of the Board~~is on~~leave or for any reason is unable to exercise the powers of the chairman, one of the directors shall be appointed to act as the chair by the chairperson. When the chairman does not make such appointment, directors shall elect one person from among themselves to serve as the chair.
(Former Article 20.)	(This article is deleted)	~~The Company’s business policy and~~ ~~other~~ ~~material~~ ~~issues~~ ~~shall~~ ~~be~~ ~~determined by the Board of Directors.~~ ~~Except for the first Board meeting of~~ ~~every term of the newly elected Board~~ ~~of Directors, which shall be convened~~ ~~pursuant to Article 203 of the~~ ~~Company Law, meetings of the Board~~ ~~of Directors shall be convened by the~~ ~~chairman of the Board of Directors. In~~ ~~the absence of the chairman, one of the~~ ~~attending directors shall be elected as~~ ~~theproxy.~~

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Article Amended Clauses Original Clauses
21. The directors shall appoint another When a meeting of the Board of
director as proxy in writing to attend Directors is held, the directors shall
the board meeting, and may exercise attend the meeting in person. If a
voting rights on behalf of all matters director is unable to attend in person,
raised at the meeting. The proxy can the director may appoint another
only accept a proxy from one person. director as proxy to attend the meeting,
Attending via video conferencing is and shall in each instance issue a
deemed as attending in person. written proxy stating the scope of
authorization with respect to the items
on the meeting agenda. The proxy can
only accept a proxy from one person.
Attending via video conferencing is
deemed as attending in person. The
resolutions of a Board of Directors’
meeting shall be recorded in the
minutes, and such minutes shall be
signed by or sealed with the chop of
the chairman of the meeting. A copy of
the minutes shall be distributed to each
director within 20 days after the
meeting. The minutes shall record the
gist of proceedings and its results. The
minutes, attendance book, and the
power of attorney for deputy
attendance shall be kept at the
Company.
22. Directors shall exercise their powers in (This article is newly added)
accordance with the resolutions
adopted by the board of directors and
the shareholders' meeting.
When the vacancy of directors reaches
one-third of the total number for any
reason, the board of directors shall
convene a shareholders' meeting in
accordance with the law to elect them.
Except for the general re-election of
directors, the term of office of the new
director shall be extended to the
expiration of the original term.
23. The Company have several managers. The Company shall have several
Their appointment, dismissal, and managers. Their appointment,
remuneration shall be subject to dismissal, and remuneration shall be
Article 29 of the Company Act. subject to Article 29 of the Company
Act.
24. The fiscal year of the Company starts After the close of each fiscal year, the
from January 1st to December 31st of following reports shall be compiled by
each year. After the close of each fiscal the Board of Directors and submitted
year, the following reports shall be to the shareholders for acceptance:
compiled by the Board of Directors 1. Business Report;
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Article	Amended Clauses	Original Clauses
	and submitted to the shareholders for acceptance: 1. Business Report; 2. Financial Statement; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.	2. Financial Statement; 3. Proposal Concerning Appropriation of Earnings or Covering of Losses.
25.	The Company shall set aside 2% to 6% of its annual profits as remuneration to its employees and no more than 3% of its annual profits as remuneration to its directors. However,if the company still has accumulated losses, it should reserve the compensation amount in advance. Employees’ remuneration may be distributed in shares or cash, and the recipients may include employees of its controlled entities or subsidiary companies who meet certain conditionsset by the board of directors or its authorized persons. Distribution of directors’ and employees’ remuneration are resolved by a majority vote at a Board of Directors’ meeting attended by two- thirds of the total number of directors and shall be reported to the shareholders’ meeting.	The Company shall set aside 2% to 6% of its annual profits as remuneration to its employees and no more than 3% of its annual profits as remuneration to its directors. However,~~the Company~~ ~~shall have reserved a sufficient amount~~ ~~to offset its accumulated losses before~~ ~~the distribution of remuneration to~~ ~~employees and directors as per the~~ ~~percentage mentioned above.~~ Employees’ remuneration may be distributed in shares or cash, and the recipients may include employees of its controlled entities or subsidiary companies who meet certain conditions.~~The Board of Directors is~~ ~~authorized to decide the conditions~~ ~~and the subscription.~~ Distribution of directors’ and employees’ remuneration are resolved by a majority vote at a Board of Directors’ meeting attended by two- thirds of the total number of directors and shall be reported to the shareholders’meeting.
26.	If there are earningsdistribution,the Company shall distribute the earnings in the following order: 1. Paying the tax. 2. Offsetting losses. 3. Setting aside a legal capital reserve at 10% of the earnings left over, except when the statutory surplus reserve has reached the company's paid-in capital. 4. Thespecial surplus reserve recognized or reversed in accordance with law and regulations or supervisory authorities 5. If there is still surplus, together with the accumulated undistributed surplus, it is proposed to distribute the surplus in a distribution plan.	If there are earnings~~after the close of~~ ~~the fiscal year,~~the Company shall distribute the earnings in the following order: 1. Paying the tax. 2. Offsetting losses~~in previous years~~. 3. Setting aside a legal capital reserve at 10% of the earnings left over. 4. ~~Other~~ special surplus reserve recognized or reversed in accordance with law and regulations or supervisory authorities ~~5. After the Company has set aside the~~ ~~capital reserves pursuant to the~~ ~~preceding paragraphs, a distribution~~ ~~motion regarding the earnings left~~ ~~over shall be prepared by the Board~~ ~~of Directors, and submitted to the~~
		~~. ~~

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Article Amended Clauses Original Clauses
The company's surplus distribution or shareholders for a resolution.
loss appropriation may be made after The Company is at the steady growth
the end of each quarter. If the surplus stage of its business, and for future
distribution is paid in cash, it shall be business expansion plans, the dividend
decided by the board of directors in distribution shall not be less than 10%
accordance with the provisions of of the remaining profits of the current
Article 228-1 and Article 240-5 of the year. The distribution of earnings shall
Company Law It is not necessary to be made by cash dividend and stock
submit to the shareholders' meeting for dividend, with cash dividends ranging
approval. from 20% to 100% and stock
The Company is at the steady growth dividends ranging from 0% to 80%.
stage of its business, and for future However, in order to maintain the
business expansion plans, the dividend Company’s earnings per share, the
distribution shall not be less than 10% impact of stock dividends on the
of the remaining profits of the current Company’s business performance
year. The distribution of earnings can shall be taken into account. If the
be made in the form of cash dividends annual earnings per share of the
or stock dividends, with cash dividend payment is more than 20%
dividends taking priority and also in lower than the previous year, a
the form of stock dividends, but the proposal regarding the earning
proportion of stock dividends shall not distribution, in which the dividend
be higher than 80% of the total payout amount and ratio are
dividends. appropriately adjusted, shall be
However, in order to maintain the prepared by the Board of Directors and
Company’s earnings per share, the submitted to the shareholders for a
impact of stock dividends on the resolution.
Company’s business performance
shall be taken into account. If the
annual earnings per share of the
dividend payment is more than 20%
lower than the previous year, a
proposal regarding the earning
distribution, in which the dividend
payout amount and ratio are
appropriately adjusted, shall be
prepared by the Board of Directors and
submitted to the shareholders for a
resolution.
29. Revision history: Revision history:
…… ……
the forty-ninth amendment was made
on June 23, 2022.
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Attachment 6

Nan Pao Resins Chemical Co., Ltd Comparison Table of

“Rules of Procedure for Shareholders Meetin s” g

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Article Amended Clauses Original Clauses Note
5.1. 5.1.1. 5.1.1. 1. The
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Article	Rules of Procedure for Amended Clauses	Rules of Procedure for Amended Clauses	hareholders Meetings Original Clauses	hareholders Meetings Original Clauses	Note
5.1.	5.1.1.		5.1.1.		1. The
		Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent. The procedure manual and supplementary materials for the meeting mentioned in the		This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent ~~designated~~ ~~thereby as well as being~~ ~~distributed~~ ~~on-site~~ ~~at~~ ~~the~~ ~~meeting place.~~	Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. In according to” Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholder s Meetings”

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Article Amended Clauses Original Clauses Note
preceding paragraph, the
company shall follow the
following methods on the day of
the shareholders' meeting
Provide shareholders with
reference:
A. When holding a physical
shareholder meeting, it
should be distributed on the
spot of the shareholders
meeting.
B. When holding a video-
assisted shareholders
meeting, it should be
distributed on the spot of the
shareholders' meeting and
sent to the video conference
platform as an electronic file.
C. When holding a video
conference of shareholders,
the electronic file should be
sent to the video conference
platform.
5.1.4. 5.1.4.
Where re-election of all directors Where re-election of all
as well as their inauguration date directors and supervisors as
is stated in the notice of the well as their inauguration date
reasons for convening the is stated in the notice of the
shareholders meeting, after the reasons for convening the
completion of the re-election in shareholders meeting, after the
said meeting such inauguration completion of the re-election
date may not be altered by any in said meeting such
extraordinary motion or inauguration date may not be
otherwise in the same meeting. altered by any extraordinary
motion or otherwise in the
same meeting.
5.1.6. 5.1.6.
Prior to the book closure date Prior to the book closure date
before a regular shareholders before a regular shareholders
meeting is held, this Corporation meeting is held, this
shall publicly announce its Corporation shall publicly
acceptance of shareholder announce its acceptance of
proposals in writing or shareholder proposals, and the
electronically, and the location location and time period for
and time period for their their submission; the period
submission; the period for for submission of shareholder
submission of shareholder proposals may not be less than
proposals may not be less than 10 10 days.
days.
5.2. 5.2.3 (New Paragraph on this The
After the power of attorney is article) Announcem
delivered to the company, ent of No.
shareholders who wish to attend 1100001446
the shareholders' meeting by from TWSE
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Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	video conferencing shall notify the company in writing of the revocation of the proxy two days before the shareholders'meeting. issued on January 28, 2021.
5.3.	The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. When the company convenes a video-conference shareholders meeting, it is not subject to the restriction on the venue of the preceding paragraph. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021.
5.4.	This Corporation shall specify in its shareholders meeting notices the time during which shareholders, solicitors, and entrusted agents (hereinafter referred to as shareholders) attendance registrations will be accepted, the place to register for attendance, and other matters for attention. 5.4.1. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.The video conference of the shareholders'meeting shall be accepted for registration on the video conference platform of the shareholders'meeting 30 minutes before the start of the meeting, and shareholders who have completed the registration shall be deemed to have attended the shareholders'meeting in person.	This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. 5.4.1. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.	1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. In according to” Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholder s Meetings”

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Article Amended Clauses Original Clauses Note
5.4.3 5.4.3
This Corporation shall furnish This Corporation shall furnish
attending shareholders with the attending shareholders with
meeting agenda book, annual the meeting agenda book,
report, attendance certificate, annual report, attendance card,
attendance card, speaker's slips, speaker's slips, voting slips,
voting slips, and other meeting and other meeting materials.
materials. Where there is an Where there is an election of
election of directors or directors or supervisors, pre-
supervisors, pre-printed ballots printed ballots shall also be
shall also be furnished. furnished.
5.4.4. 5.4.4.
Shareholders shall attend Shareholders and their proxies
shareholders meetings based on (collectively, "shareholders")
attendance cards, sign-in cards, or shall attend shareholders
other certificates of attendance. meetings based on attendance
This Corporation may not cards, sign-in cards, or other
arbitrarily add requirements for certificates of attendance. This
other documents beyond those Corporation may not
showing eligibility to attend arbitrarily add requirements
presented by shareholders. for other documents beyond
Solicitors soliciting proxy forms those showing eligibility to
shall also bring identification attend presented by
documents for verification. shareholders. Solicitors
soliciting proxy forms shall
also bring identification
documents for verification.
5.4.6 (New Paragraph on this
If the shareholders' meeting is article)
held by video conference,
shareholders who wish to attend
by video conference should
register with the company two
days before the shareholders'
meeting.
5.4.7. (New Paragraph on this
If the shareholders' meeting is article)
held by video conference, the
company shall upload the
procedure manual, annual report
and other relevant materials to the
video conference platform of the
shareholders' meeting at least 30
minutes before the start of the
meeting, and continue to disclose
it until the end of the meeting.
5.5. When the company holds a video (New Paragraph on this article, The
conference of the shareholders' and adjusted other articles’ Announcem
meeting, the following matters order accordingly) ent of No.
shall be stated in the notice of 1100001446
convening the shareholders' from TWSE
meeting: issued on
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Article Amended Clauses Original Clauses Note
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Amended Clauses	Amended Clauses	Note

(1) (2)	Shareholders'participation in video conferences and methods for exercising their rights. The handling of obstacles due to natural disasters, incidents or other force majeure events to the video conference platform or participation in video conferences, including at least the following: A. The occurrence of antecedent obstacles persists and cannot be ruled out, and the time when the meeting must be postponed or renewed, and the date when the meeting must be postponed or resumed. B. Shareholders who have not registered to participate in the original shareholders meeting by video conferencing shall not participate in the extension or continuation of the meeting. C. Holding a video-assisted shareholders meeting. If the video conference cannot be continued, after deducting the number of shares attending the shareholders meeting by video, the total number of shares attending the shareholders meeting reaches the statutory quota for the shareholders meeting, and the shareholders meeting should continue. , the number of shares attended shall be included in the total number of shares of shareholders present, and all resolutions of the shareholders' meeting shall be deemed as abstentions. D. In the event that all the motions have been announced, but no provisional motion has been made, the handling	January 28, 2021.
	A. B. C. D.

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Article			Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	(3)	method. Hold a video-conference shareholders meeting and specify appropriate alternatives to shareholders who have difficulty participating in video- conference.
5.7. (Former Article 5.6.)	5.7.2. If the shareholders'meeting is held by video conference, the company shall record and preserve the shareholders' registration, registration, registration, questioning, voting and company vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire video conference. The above-mentioned materials and audio and video recordings shall be properly preserved by the company during the period of existence, and the audio and video recordings shall be provided to those who are entrusted to handle video conference affairs for preservation. If the shareholders'meeting is held by video conference, the company should record and record the background operation interface of the video conference platform. (New Paragraph on this article) 1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. Article changes.
5.8. (Former Article 5.7.)	Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book, the paid-in sign- in card and the video conferencing platform,plus the number of shares whose voting rights are exercised by correspondence or electronically. 5.8.1. ……If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairshalldeclarethe		Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and~~sign-in cards handed~~ ~~in~~plus the number of shares whose voting rights are exercised by correspondence or electronically. 5~~.7~~.1. ……If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares,the chairshalldeclare	1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. Article changes.

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Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	meeting adjourned. If the shareholders'meeting is held by video conference, the company shall also announce the streaming meeting on the video conference platform of the shareholders'meeting. 5.8.2 ……all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. If the shareholders meeting is held by video conference, shareholders who want to attend by video conference should re- register with the company in accordance with Article 5.4. the meeting adjourned. 5~~.7~~.2. ……all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
5.10. (Former Article 5.9.)	5.10.5 If the shareholders meeting is held by video conference, the shareholders participating by video conference may ask questions in text form on the video conference platform of the shareholders meeting after the chairman announces the meeting and before the announcement of the adjournment of the meeting. The limit is 200 words, and the provisions of 5.10. to 5.10.3. do not apply. If the question mentioned in the preceding paragraph does not violate the regulations or does not exceed the scope of the proposal, it is advisable to expose the question on the video conference platform of the shareholders' meeting for public knowledge. (New Paragraph on this article) 1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. Article changes.
5.12. (Former Article 5.11.)	A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2of the Company Act. 5.12.1. When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise ofvotingrights in	A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179 of the Company Act. 5.~~11~~.1. When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adoptexercise ofvotingrights	1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. In according to” Sample Template for XXX Co., Ltd.Rules of

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Article	Amended Clauses	Amended Clauses	Original Clauses	Original Clauses	Note

		writing.When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice……. 5.12.3. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in personor by video, …… 5.12.8. The company convened a video conference of the shareholders' meeting. Shareholders who participated by video should conduct voting on various resolutions and voting on election proposals through the video conference platform after the chairman announces the meeting. The voting should be completed before the chairman announces the close of voting, deemed a waiver. If the shareholders meeting is held by video conference, after the chairman announces the close of voting, the votes shall be counted at one time, and the voting and election results shall be announced. 5.12.9. When the company holds a video-assisted shareholders meeting, shareholders who have registered to attend the shareholders'meeting by video- conference in accordance with the provisions of 5.4. If they want to attend the physical shareholders'meeting in person, they should cancel the registration in the same way as the registration two days before the shareholders'meeting; Those who revoke can only attend the shareholders meeting by video.		~~by~~ ~~correspondence.~~ When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice……. 5.~~11~~.3. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, …… (New Paragraph on this article) (New Paragraph on this article)	Procedure for Shareholder s Meetings” 3. Article changes.

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Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	5.12.10. Those who exercise their voting rights in writing or electronically without revoking their declaration of intention and participate in the shareholders' meeting by video conferencing shall not exercise their voting rights on the original proposal or propose amendments to the original proposal or exercise the voting rights for amendments to the original proposal, except for temporary motions. (New Paragraph on this article)
5.14. (Former Article 5.13.)	5.14.3. If the shareholders'meeting is held by video conference, the minutes of the shareholders' meeting shall record the start and end time of the shareholders' meeting, the method of convening the meeting, the name of the chairman and the record, and the name of the chairman of the shareholders'meeting, as well as the events caused by natural disasters, incidents or other force majeure. The handling method and handling situation when an obstacle occurs to the video conferencing platform or participation by video conferencing. In addition to complying with the provisions of the preceding paragraph when convening a video-conference shareholders meeting, the Company shall specify in the minutes of the meeting the alternative measures provided by shareholders who have difficulty participating in video-conference. (New Paragraph on this article) 1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. Article changes.
5.15. (Former Article 5.14.)	On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation,the number of shares represented by proxiesand the number of shares attended by shareholders in writing or electronically,and shall make an express disclosure of the sameat the place of the	On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation~~and~~the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.	1. The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021. 2. Article changes.

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Article Amended Clauses Original Clauses Note
shareholders meeting.
If the shareholders' meeting is
held by video conference, the
company shall upload the
aforesaid information to the video
conference platform of the
shareholders' meeting at least 30
minutes before the start of the
meeting, and continue to disclose
it until the end of the meeting.
5.15.1. 5. 14 .1.
The company holds a video (New Paragraph on this article,
conference of the shareholders' and adjusted other articles’
meeting. When announcing the order accordingly)
meeting, the total number of
shareholders' shares present shall
be disclosed on the video
conference platform. The same
shall apply if the total number of
shares and voting rights of the
shareholders attending the
meeting are otherwise counted
during the meeting.
5.18. If the shareholders' meeting is (New Paragraph on this The
held by video conference, the article) Announcem
company shall immediately ent of No.
disclose the voting results and 1100001446
election results of various from TWSE
proposals on the video issued on
conference platform of the January 28,
shareholders' meeting in 2021.
accordance with the regulations,
and shall continue to disclose for
at least 15 years after the
chairman announces the
adjournment of the meeting.
minute.
5.19. When the company holds a (New Paragraph on this The
video-video shareholders article) Announcem
meeting, the chairman and the ent of No.
recorder shall be at the same 1100001446
place in China, and the chairman from TWSE
shall announce the address of the issued on
place at the time of the meeting. January 28,
2021.
5.20. If the shareholders' meeting is (New Paragraph on this The
held by video conference, the article) Announcem
company may provide a simple ent of No.
connection test for shareholders 1100001446
before the meeting, and provide from TWSE
relevant services immediately issued on
before and during the meeting to January 28,
assist in handling technical 2021.
communication problems.
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Article	Amended Clauses	Amended Clauses	Original Clauses	Note

		5.20.1. If the shareholders'meeting is held by video conference, the chairman shall, when announcing the meeting, separately announce that there is no need for postponement or continuation of the meeting as stipulated in Paragraph 24 of Article 44-24 of the Share Handling Standards for Companies Offering Shares Publicly. Before the meeting, due to natural disasters, incidents or other force majeure events, if there is an obstacle to the video conference platform or participation by video, which lasts for more than 30 minutes, the date of the meeting should be postponed or renewed within five days. The first company law does not apply The provisions of Article 182. In the event of the occurrence of the preceding paragraph, the meeting shall be postponed or continued. Shareholders who have not registered to participate in the original shareholders meeting by video conference shall not participate in the postponed or continued meeting. 5.20.2. The meeting should be postponed or continued in accordance with the provisions of 5.20.1. Shareholders who have registered to participate in the original shareholders meeting by video and have completed the registration, but have not participated in the postponed or continued meeting, the number of shares attended at the original shareholders meeting, the voting rights exercised and Voting rights shall be included in the total number of shares, voting rights and voting rights of shareholders present at the adjourned or continued meeting. 5.20.3 In accordance with the provisions of 5.20.1, when the shareholders'

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		meeting is postponed or reconvened, the voting and counting of votes have been completed, and the voting results or the list of elected directors and supervisors are not required to be re-discussed or resolved. 5.20.4. The company convened a video- assisted shareholders meeting. When the video conference cannot be continued on 5.20.1, if the total number of shares attended by video conference still reaches the legal quota for the shareholders meeting after deducting the number of shares attending the shareholders meeting by video, the shareholders meeting shall continue. There is no need to postpone or renew the assembly in accordance with the second paragraph. In the event that the meeting should be continued in the preceding paragraph, the shareholders who participate in the shareholders'meeting by video conference, the number of shares attended shall be included in the total number of shares of the shareholders present, but all the resolutions of the shareholders'meeting shall be regarded as abstention. 5.20.5. The company shall postpone or renew the meeting in accordance with the provisions of 5.20.1, and shall handle the relevant matters in accordance with the provisions set out in Article 44-27 of the Share Handling Standards for Public Offering Companies, and the date of the original shareholders meeting and the provisions of each of these articles. Pre-work. 5.20.6. The latter paragraph of Article 12 and Paragraph 3 of Article 13 of the Rules for the Use of Power of

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Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	Attorney for Public Offering Companies to Attend Shareholders' Meetings, and Paragraph 2 of Article 44-5 and Article 44-10 of the Guidelines for the Handling of Share Transactions of Public Offering Companies 5. During the period specified in Paragraph 1 of Article 44-17, the company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of 5.20.1.
5.21.	When the company convenes a video conference of shareholders, it shall provide appropriate alternatives for shareholders who have difficulty in attending the shareholders meeting by video. (New Paragraph on this article) The Announcem ent of No. 1100001446 from TWSE issued on January 28, 2021.
8.	Revision history: (Omitted) Implemented after the revision of version 1.3 was resolved by the board of directors on March 24, 2022 and approved by the Shareholders'Meeting on June 23, 2022.	Revision history: (Omitted)	Add the last revision date

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Attachment 7

Nan Pao Resins Chemical Co., Ltd Comparison Table of

“Re ulations Governin the Ac uisition and Dis osal Assets” g g q p

Article	Amended Clauses	Original Clauses Note	Original Clauses Note
2.2.	Real estate (including land, houses and buildings, investment real estate, and inventories in the construction industry) and equipment.	Real estate (including land, houses and buildings, investment real estate,~~land use~~ ~~rights,~~and inventories in the construction industry) and equipment. Delete the items listed in 2.5.
3.7.	Professionals specializing in investment: refers to financial holding companies, banks, insurance companies, securities finance companies, trust companies, securities firms operating proprietary or underwriting businesses, and proprietary companies that are established in accordance with the law and managed by the local financial competent authority. Business futures brokers, securities investment trust enterprises, securities investment consulting enterprises and fund management companies.	(New Paragraph on this article) With reference to the scope of professional institutional investors in Article 3 of the Overseas Structured Commoditie s Managemen t Rules, the scope of investment professional s shall be specified.
3.8.	Stock exchange: domestic stock exchange, refers to the Taiwan Stock Exchange Co., Ltd.; foreign stock exchange, refers to any organized and managed securities exchange market by the country's securities authority.	(New Paragraph on this article)	With reference to Article 5 of the Regulations on the Administrati on of Securities Firms' Entrusted Trading of Foreign Securities and Article 2 of the Regulations on the Administrati on of the Trading of Securities on the Business Offices of Securities

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Article Amended Clauses Original Clauses Note
Firms, the
scope of
domestic
and overseas
stock
exchanges
and business
offices of
securities
firms shall
be clearly
defined.
3.9. Business office of a securities (New Paragraph on this With
firm: The business office of a article) reference to
domestic securities firm refers to Article 5 of
a place where securities firms set the
up special counters to conduct Regulations
transactions in accordance with on the
the Measures for the Administrati
Administration of Securities on of
Dealers’ Business Offices; The Securities
business premises of the financial Firms'
institution where the business is Entrusted
conducted. Trading of
Foreign
Securities
and Article 2
of the
Regulations
on the
Administrati
on of the
Trading of
Securities on
the Business
Offices of
Securities
Firms, the
scope of
domestic
and overseas
stock
exchanges
and business
offices of
securities
firms shall
be clearly
defined.
3.10. The provisions on the percentage The 10% of total assets Amend the
(Former of total assets or net worth shall stipulated in these Regulations definition
Article be calculated based on the shall be calculated based on description
3.7.) amount of total assets or net the amount of total assets in in
worth in the most recent the company's most recent accordance
individual or individual financial individual financial report. with the
report stipulated in the financial provisions
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Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
	reporting standards of securities issuers. of Article 35 of the Standards for the Handling of Assets Acquired or Disposed by Public Companies.
5.1.	Investment in non-business real estate and its right-of-use assets or marketable securities quota 5.1.1 The respective quotas for the Company and its subsidiaries to obtain the above assets are determined as follows: (1) The total amount of non- business real estate and its right-of-use assets shall not exceed 15% of the net value. (2) The total amount and individual limit of investment in long-term and short-term securities shall not be higher than the paid-in capital and total assets, whichever is higher. (3) The investment amount of the above-mentioned securities refers to the accumulated investment cost. (New Paragraph on this article) In accordance with the provisions of the IFRS No. 16 Lease Bulletin, non- operating real estate use rights assets are included in the calculation of the limits set by the company's processing procedures.

5.2. (Former Article 5.1.)	In the valuation report or the opinion of the accountants, lawyers or securities underwriters obtained by the company, the professional appraisers and their appraisers, accountants, lawyers or securities underwriters shall meet the following requirements: (1)Have never been sentenced to fixed-term imprisonment of not less than one year for violating this Law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law, or the Commercial Accounting Law, or for fraud, breach of trust, embezzlement, forgery of documents, or business crimes Sure. However, this is not the case if three years have elapsed since the completion of the execution,the expirationof the	In the valuation report or the opinion of the accountants, lawyers or securities underwriters obtained by the company, the professional appraisers and their appraisers, accountants, lawyers or securities underwriters shall meet the following requirements: ~~1. H~~ave never been sentenced to fixed-term imprisonment of not less than one year for violating this Law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law, or the Commercial Accounting Law, or for fraud, breach of trust, embezzlement, forgery of documents, or business crimes Sure. However,thisisnot the case	1. Article changes. 2. In accordance with the amendments made by the Financial Regulatory Commission Jinguan Zhengfa Zi No. 1110380465 on January 28, 2022

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Article	Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
		suspended sentence, or the pardon. (2)The parties to the transaction shall not be related parties or have substantial related parties. (3)If the company should obtain valuation reports from two or more professional appraisers, different professional appraisers or appraisers shall not be related persons or have substantial relationships with each other. When issuing a valuation report or opinion, the person referred to in the preceding paragraph shall handle the self-discipline regulations of their respective trade associations and the following matters: (1)Before accepting a case, they should carefully evaluate their professional ability, practical experience and independence. (2)When executing a case, it should properly plan and implement the appropriate operation process to form a conclusion and issue a report or opinion letter based on it; and publish the implemented procedures, collected data and conclusions in the case working papers in detail. (3)Regarding the sources of data, parameters and information used, theappropriatenessand rationality of each item shall be evaluated as the basis for issuing the appraisal report or opinion letter. (4)Matters declared shall include the professionalism and independence of the relevant personnel, the fact that the information used has been assessed to beappropriateness and reasonable, and the compliance with relevant laws	if three years have elapsed since the completion of the execution, the expiration of the suspended sentence, or the pardon. ~~2. T~~he parties to the transaction shall not be related parties or have substantial related parties. ~~3.~~If the company should obtain valuation reports from two or more professional appraisers, different professional appraisers or appraisers shall not be related persons or have substantial relationships with each other. When issuing a valuation report or opinion, the person referred to in the preceding paragraph shall handle the following matters: ~~1.~~Before accepting a case, they should carefully evaluate their professional ability, practical experience and independence. 2. When checking a case, it should properly plan and implement the appropriate operation process to form a conclusion and issue a report or opinion letter based on it; and publish the implemented procedures, collected data and conclusions in the case working papers in detail. ~~3. R~~egarding the sources of data, parameters and information used, the ~~completeness,~~ ~~correctness~~ and rationality of each item shall be evaluated as the basis for issuing the appraisal report or opinion letter. ~~4.~~ Matters declared shall include the professionalism and independence of the relevant personnel, the fact that the information used has been assessed to be

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Article Amended Clauses Original Clauses Note
and regulations, etc. reasonable and correct, and
the compliance with
relevant laws and
regulations, etc.
(Former (This item is deleted, and it is The acquisition or disposal of This item is
Article planned to set the authorization assets by the company can deleted, and
5.2.) level according to the nature of only be done after the it is planned
the assets in the future) responsible unit submits it for that the
approval through the authorizatio
signature/electronic signature n level will
system in accordance with the be
verification authority. If an individually
evaluation is required, it shall determined
be handled in accordance with according to
the relevant regulations. the nature of
the assets.
(Former (This item is deleted and The amount of assets acquired This item is
Article expressed in 5.1. Summary) or disposed of: deleted and
5.3.) 5.3.1. Non-business real estate expressed in
and its right-to-use assets: 5.1.
(1) The total amount of real Summary
estate and right-of-use assets
purchased by the company not
for business use shall not
exceed 40% of the paid-in
capital.
(2) The total amount of non-
operating real estate and right-
of-use assets purchased by a
subsidiary company shall not
exceed 20% of its paid-in
capital.
5.3.2. Marketable Securities:
(1) The total amount and
individual limit of the long-
term and short-term
marketable securities invested
by the company and its
subsidiaries shall not be higher
than the paid-in capital and
total assets, whichever is
higher.
(2) The company accepts the
shares obtained by the investee
company through allotment of
surplus or capital increase, and
is not included in the
calculation of the total
investment in this item.
5.3. The acquisition or disposal of (New Paragraph on this The
assets by the company should be article) authorizatio
approved by the board of n level shall
directors in accordance with the be
prescribed handling procedures determined
or other legal provisions. If a in
director expresses objection and accordance
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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		has a record or written statement, the company shall submit the director's objection information to the audit committee. The company has set up independent directors. When reporting the acquisition or disposal of assets to the board of directors for discussion in accordance with the provisions of the preceding paragraph, the opinions of each independent director shall be fully considered. If any independent director has any objection or reservation, it shall be stated in the minutes of the board meeting. The company has set up an audit committee. For major asset or derivative product transactions, more than one-half of all members of the audit committee shall agree to submit a resolution of the board of directors, and the provisions of 5.15.1. 4th and 5th shall apply mutatis mutandis.		with the provisions of Article 8 of the Guidelines for the Handling of Assets Acquired or Disposed by Public Issuing Companies.
5.4.		Procedures for the acquisition or disposal of real property, equipment or right-of-use assets 5.4.1. Evaluation and operating procedures The acquisition or disposal of real estate, equipment or its right-to- use assets by the company shall be handled in accordance with the company's internal control system for real estate, plant and equipment. 5.4.2. Procedure for determining transaction conditions and authorization amount (1) To acquire or dispose of real estate or its right-of-use assets, the transaction conditions and transaction prices should be determined with reference to the published present value, assessed value, actual transaction price of adjacent real estate, etc., and an analysis report should be prepared. Those less than US$2		~~When the company acquires or~~ ~~disposes of assets, it shall~~ ~~appoint objective, impartial~~ ~~and detached experts to issue~~ ~~reports according to the types~~ ~~of assets and in accordance~~ ~~with the following provisions:~~ (New Paragraph on this article) (New Paragraph on this article)	(1) Amend the procedures for the acquisition or disposal of real estate, equipment or assets of the right to use in accordance with Article 7 of the Guidelines for the Handling of Assets Acquired or Disposed by Public Companies. (2) The processing procedures for other assets are deleted, and the

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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		million (inclusive) shall be approved step by step in accordance with the authorization method; those exceeding NT$60 million or US$2 million shall be subject to approval by the board of directors. (2) To acquire or dispose of the equipment or its right-to-use assets, one should choose one of the methods of price inquiry, price comparison, negotiation or bidding, and the amount of which is less than NT$60 million or US$2 million (inclusive), Approval shall be conducted step by step in accordance with the authorization method; if the amount exceeds NT$60 million or US$2 million, it must be submitted to the board of directors for approval. 5.4.3. Execution unit When the company acquires or disposes of real estate or equipment, it shall be approved by the approval authority in the preceding paragraph, and the user department and management department shall be responsible for the execution. 5.4.4.Property, equipment or right-of-use asset valuation report The company acquires or disposes of real estate or equipment, equipment or assets of the right to use, except for transactions with domestic government agencies, commissioned construction from local or leased land, or acquisition or disposal of equipment for business use or assets of the right to use, If the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more, a valuation report issued by a professional valuation appraiser shall be obtained before the date of the fact(the valuation report shall be recorded in the format prescribed by the competent authority),and comply with the following requirements: (1) When a limited price, a		(New Paragraph on this article) 5.4~~.1.~~Acquiring or disposing of real estate~~or equipment,~~ equipment or assets of the right to use, except for transactions with domestic government agencies, commissioned construction from local or leased land, or acquisition or disposal of equipment for business use or assets of the right to use, If the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more, a valuation report issued by a professional valuation appraiser shall be obtained before the date of the fact, and ~~shall~~ comply with the following requirements: (1) When a limited price, a specific price or a special price must be used as the reference basis for the transaction price due to special reasons, the	evaluation procedures and authorizatio n levels are planned to be established in sequence. (3) Consideratio n 5.2 has been amended and added to require external experts to issue opinions in accordance with the self- discipline norms of their own trade associations, and the procedures for issuing opinions by accountants have been covered, which should be deleted. 5.4.4(3) Accountants should follow the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Developmen t Foundation of the Republic of

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	specific price or a special price must be used as the reference basis for the transaction price due to special reasons, the transaction should first be approved by the board of directors; the same applies when the transaction conditions are changed subsequently. (2) The transaction amount is more than NT$1 billion, and two or more professional appraisers should be invited for appraisal. (3) The appraisal result of the professional appraiser is in one of the following situations, except that the appraisal result of the acquired assets is higher than the transaction amount, or the appraisal result of disposing of the assets is all lower than the transaction amount, the accountant should be expressed specific opinions on the reason for the difference and the fairness of the transaction price: A.The difference between the valuation result and the transaction amount is more than 20%of the transaction amount. B.The difference between the appraisal results of two or more professional appraisals is more than 10% of the transaction amount. (4) The date of the report issued by the professional appraiser and the date of the establishment of the contract shall not exceed three months; however, if the current value of the announcement in the same period is applicable and less than six months have passed, the original professional appraiser may issue a letter of opinion.		transaction should first be approved by the board of directors; the same applies when the transaction conditions are changed subsequently. (2) The transaction amount is more than NT$1 billion, and two or more professional appraisers should be invited for appraisal. (3) The appraisal result of the professional appraiser is in one of the following situations, except that the appraisal result of the acquired assets is higher than the transaction amount, or the appraisal result of disposing of the assets is all lower than the transaction amount, the accountant should be~~consulted according to the~~ ~~accounting system of the~~ ~~Republic~~ ~~of~~ ~~China.~~ ~~The~~ ~~Accounting~~ ~~Research~~ ~~and~~ ~~Development~~ ~~Foundation~~ ~~(hereinafter referred to as the~~ ~~Accounting~~ ~~Research~~ ~~and~~ ~~Development~~ ~~Foundation)~~ ~~issued the Auditing Standards~~ ~~Bulletin No. 20, and~~expressed specific opinions on the reason for the difference and the fairness of the transaction price: ~~(a) T~~he difference between the valuation result and the transaction amount is more than 20%. ~~(b) T~~he difference between the appraisal results of two or more professional appraisals is more than 10% of the transaction amount. (4) The date of the report issued by the professional appraiser and the date of the establishment of the contract shall not exceed three months; however, if the current value of the announcement in the same period is applicable and less than six months have passed, the original professional appraiser may issue a letter of opinion.	China.

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	(This item is deleted, and it is planned to formulate the evaluation procedures and authorization levels according to the nature of the assets in the future) (This item is deleted, and it is planned to formulate the evaluation procedures and authorization levels according to the nature of the assets in the future) (This item is deleted, and it is planned to formulate the evaluation procedures and authorization levels according to the nature of the assets in the		~~5.4.2. To acquire or dispose of~~ ~~securities, the most recent~~ ~~financial statement of the~~ ~~target company that has been~~ ~~audited, certified or reviewed~~ ~~by an accountant shall be taken~~ ~~as a reference for evaluating~~ ~~the transaction price before the~~ ~~date of the fact, and the~~ ~~transaction amount shall reach~~ ~~% of the company's paid-in~~ ~~capital. If the amount is more~~ ~~than~~ ~~NT$200~~ ~~million~~ ~~or~~ ~~NT$300~~ ~~million,~~ ~~the~~ ~~accountant~~ ~~should~~ ~~be~~ ~~contacted to express their~~ ~~opinion on the reasonableness~~ ~~of the transaction price before~~ ~~the date of the fact. If the~~ ~~accountant needs to use an~~ ~~expert report, he should follow~~ ~~the~~ ~~Auditing~~ ~~Standards~~ ~~Bulletin~~ ~~issued~~ ~~by~~ ~~the~~ ~~Accounting~~ ~~Research~~ ~~and~~ ~~Development~~ ~~Foundation.~~ ~~20th regulation. However, this~~ ~~does not apply if the securities~~ ~~are publicly quoted in an active~~ ~~market or otherwise stipulated~~ ~~by the FSC.~~ ~~5.4.3. Those who acquire or~~ ~~dispose of intangible assets or~~ ~~their right-to-use assets or~~ ~~membership card transactions~~ ~~amounting to 20% of the~~ ~~company's paid-in capital or~~ ~~NT$300 million or more,~~ ~~except for transactions with~~ ~~domestic~~ ~~government~~ ~~agencies, shall Before the~~ ~~occurrence of the fact, the~~ ~~accountant shall be contacted~~ ~~to express their opinion on the~~ ~~reasonableness~~ ~~of~~ ~~the~~ ~~transaction price, and the~~ ~~accountant~~ ~~shall~~ ~~act~~ ~~in~~ ~~accordance with the provisions~~ ~~of the Bulletin of Auditing~~ ~~Standards No. 20 issued by the~~ ~~Accounting~~ ~~Research~~ ~~and~~ ~~Development Foundation.~~ ~~5.4.4. The calculation of the~~ ~~transaction amount in the~~ ~~aforementioned 5.4.1.~5.4.3.~~ ~~shall~~ ~~be~~ ~~carried~~ ~~out~~ ~~in~~ ~~accordance with the provisions~~

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Article	Amended Clauses	Original Clauses Note	Original Clauses Note
	future) (5) The company acquires or disposes of assetsthrough the court auction procedure,it can replace the valuation report or accountant's opinion with the certification documents issued by the court.	~~of 5.8.1.7., and the term within~~ ~~one year shall be based on the~~ ~~date of the actual occurrence of~~ ~~this~~ ~~transaction~~ ~~and~~ ~~retrospectively calculated. For~~ ~~one year, the part of the~~ ~~valuation~~ ~~report~~ ~~or~~ ~~accountant's opinion issued by~~ ~~the person who has obtained a~~ ~~professional~~ ~~valuation~~ ~~in~~ ~~accordance with this procedure~~ ~~is~~ ~~exempted~~ ~~from~~ ~~being~~ ~~counted.~~ ~~5.4.5. If the assets are acquired~~ ~~or disposed of t~~hrough the court auction procedure,~~the~~ ~~certification documents issued~~ ~~by the court can be used to~~ ~~replace the appraisal report or~~ ~~the accountant's opinion.~~

5.5.	Procedures for acquiring or disposing of securities investments 5.5.1. Evaluation and operating procedures The purchase and sale of securities of the Company shall be handled in accordance with the investment cycle of the Company's internal control system. 5.5.2. Procedure for determining transaction conditions and authorization limit The company's securities trading on the centralized exchange market or the business office of a securities firm shall be evaluated by the responsible unit according to market conditions. For securities trading not on the centralized trading market or the business office of a securities firm, its net value per share, Profitability and future development potential are determined by research and judgment, and the most recent financial statement of the target company that has been audited, certified or reviewed by an accountant should be obtained before the actual occurrence date as a reference for evaluating the transaction price. 5.5.3. Execution unit	(New Paragraph on this article) (This item is moved from 5.4.2. to this item according to its nature) ~~5.4.2.~~To acquire or dispose of securities,~~the most recent~~ ~~financial statement of the~~ ~~target company that has been~~ ~~audited, certified or reviewed~~ ~~by an accountant shall be taken~~ ~~as a reference for evaluating~~ ~~the transaction price before the~~ ~~date of the fact, and the~~ ~~transaction amount shall reach~~ ~~% of the company's paid-in~~ ~~capital. If~~the amount is more than NT$200 million or NT$300 million, the accountant should be contacted to express their opinion on the reasonableness of the transaction price before the date of the fact.~~If the~~ ~~accountant needs to use an~~ ~~expert report, he should follow~~ ~~the~~ ~~Auditing~~ ~~Standards~~	(1) According to Articles 7 and 10 of the Guidelines for the Handling of Assets Acquired or Disposal by Public Issuing Companies, the procedures for acquiring or disposing of securities investments shall be formulated. (2) The reasons for amendment are the same as those described in 5.4(3).

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Article	Amended Clauses	Original Clauses Note	Original Clauses Note
	When the company engages in securities investment, it shall be carried out by the financial and accounting department after submitting it for approval in accordance with the approval authority in the preceding paragraph. 5.5.4. Obtaining expert opinion If the company acquires or disposes of securities with a transaction amount that exceeds 20% of the company's paid-in capital or NT$300 million or more, it shall contact an accountant to express its opinion on the reasonableness of the transaction price before the date of the fact. However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by the FSC.	~~Bulletin~~ ~~issued~~ ~~by~~ ~~the~~ ~~Accounting~~ ~~Research~~ ~~and~~ ~~Development~~ ~~Foundation.~~ ~~20th regulation.~~However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by the FSC.
5.6. (Former Article 5.5.)	Procedures for acquiring or disposing of derivative products 5.6.1. Trading principles and policies 5.6.1.1. Transaction types: (1) Derivativefinancial products engaged by the company refer to forward contractswhose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables , option contracts, futures contracts, leveraged margin contracts, exchange contracts, combinations of the above contracts, or combination contracts or structured commodities embedded in derivative commodities. (2) The term“forward contract” in this article does not include insurance contracts, performance contracts, sales service guarantees, long-term lease contracts and long-term purchase (sale) contracts. (3) Matters related to bond margin trading shall be handled in accordance with the relevant provisions of this	Engage in derivatives trading 5~~.5.~~1. Trading principles and policies 5~~.5~~.1.1. Transaction types: Derivative commodities that the company can engage in include forward contracts, options, futures, interest rate ~~(foreign exchange) exchanges~~ ~~and compound contracts that~~ ~~combine~~ ~~the~~ ~~above~~ ~~commodities.~~ ~~If~~ ~~other~~ ~~commodities need to be used,~~ ~~they should be approved by the~~ ~~board of directors before they~~ ~~can be traded.~~	Amend the procedures for the acquisition or disposal of derivative products in accordance with Article 8 and Articles 19 to 22 of the Asset Handling Standards for the Acquisition or Disposal of Assets by Public Issuing Companies.

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Article	Article			Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		handling procedure. The provisions of this procedure may not apply to bond transactions with buyback conditions. (4) The nature of the transaction is classified as a hedging transaction if the purpose is to hedge operational risks, and a speculative transaction if the additional risk created for the purpose of arbitrage profit. 5.6.1.2. Operating or hedging strategies: The company’s trading of derivative financial products should be approved by more than half of all members of the audit committee and submitted to the board of directors for a resolution. Risk-based, the currency held must be in line with the company's actual foreign currency demand for import and export transactions, and the company's overall internal positions (referring to foreign currency income and expenses) are self-levelling as the principle, so as to reduce the company's overall foreign exchange risk and save foreign exchange, operating costs. Transactions for other specific purposes are also subject to careful assessment and submission to the Audit Committee and the Board of Directors for approval before proceeding. 5.6.1.3. Division of powers and responsibilities: (1) Accountingdepartment A. Traders (a) Responsible for the strategy formulation of the entire company's financial commodity trading. (b) Traders should regularly calculate positions, collect market information, conduct trend judgments and risk assessments, be familiar with financial products and related laws, operational skills, etc., and formulate operational strategies that are				5~~.5.~~1.2. Operating or hedging strategies: The company is engaged in the trading of derivative commodities for the purpose of~~hedging operations, and~~ ~~shall not engage in trading~~ ~~behaviors. T~~he choice of trading commodities should be based on avoiding the risks arising from the company's business operations.~~Banks~~ ~~with which the company has~~ ~~business relationships to avoid~~ ~~credit risk.~~ 5~~.5.~~1.3. Division of powers and responsibilities: (1) Accounting~~director~~ Responsible for the ~~management of derivatives~~ trading operations, collecting market information of derivatives, judging trends and risks, familiar with financial products and operational skills, etc.~~, and in accordance~~ ~~with company policies and~~ ~~authorizations, put forward a~~ ~~report~~ ~~on~~ ~~positions~~ ~~and~~ ~~hedging methods, and send it~~ ~~to the responsible supervisor~~ ~~Execute after approval.~~

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		approved by the approval authority as the basis for engaging in trading. (c) Execute transactions in accordance with authorized authority and established strategies. (d) When there is a major change in the financial market and the traders judge that the established strategy is no longer applicable, an assessment report shall be submitted at any time, and the strategy shall be re- drawn. B. Confirmation of personnel (a) Execute transaction confirmation. (b) Review whether the transaction is carried out in accordance with the authorization authority and the established strategy. C. Delivery personnel (a) Perform delivery tasks. (b) Accounting treatment. (c) Reporting and announcement in accordance with the regulations of the securities regulatory authority. D. Derivatives approval authority The company engages in derivative financial product transactions, whether for the purpose of hedging or trading, it must be submitted to the audit committee and the board of directors for approval before proceeding. (2) Audit department Responsible for understanding the adequacy of the internal control of derivatives trading and checking the compliance of the trading department with operating procedures, analyzing the trading cycle, making audit reports, and reporting to the Audit Committee or the Board of Directors when there are major deficiencies. 5.6.1.4. Performance evaluation: (1) Hedging transactions		~~(2) Accounting personnel~~ ~~Master the company's overall~~ ~~financial commodity position,~~ ~~and regularly settle realized~~ ~~and unrealized profits and~~ ~~losses to provide financial and~~ ~~accounting executives with~~ ~~commodity trading operations.~~ ~~(3) Personnel engaged in~~ ~~derivatives trading must be~~ ~~authorized by the board of~~ ~~directors and approved by the~~ ~~chairman of the board.~~ 5~~.5.~~1.4. Performance evaluation:

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			Original Clauses Note
(2)		A.	Derivative transactions ~~i~~
		B.
		C.
	A.
	B.

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Article Amended Clauses Original Clauses Note
exceed NT$300 million.
(2) Determination of the upper
limit of loss 5.5.1.6. Total and individual
A. Regarding the loss limit for contract loss cap amounts:
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Amended Clauses	Amended Clauses	Original Clauses	Original Clauses
exceed NT$300 million. (2) Determination of the upper limit ofloss A. Regarding the loss limit for		~~5.5.1.6. Total and individual~~ contract loss cap amounts:
	B.		~~Since the company is engaged~~ ~~in a risk-averse transaction, the~~ ~~transaction has been carried~~ ~~out according to the company's~~ ~~actual needs. If there is a price~~ ~~difference loss of more than~~ ~~10% in all contracts, it must be~~ ~~reported to the chairman of the~~ ~~board according to the needs of~~ ~~the operating position and the~~ ~~expected~~ ~~financial~~ ~~market~~ ~~conditions. Whether to stop~~ ~~loss and report to the board of~~ ~~directors.~~ (New Paragraph on this article)

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Article Amended Clauses Original Clauses Note
handed over to the accountant
together with the transaction
subpoena as an entry voucher.
(4) Disclose "Details of
Derivative Financial
Commodities Transactions"
on a monthly basis.
5.6.1.7. Accounting treatment (New Paragraph on this
The accounting department of the article)
company shall handle it in
accordance with the Commercial
Accounting Law, the Bulletin of
the Financial Accounting
Standards and the letters and
decrees of the relevant competent
authorities; if there are no
relevant regulations, it shall be
recorded in details, and shall be
processed by calculating the
realized and unrealized profit and
loss statements on a monthly
basis.
5.5.2. Operating procedures
5.5.2.1. Authorization amount
and level:
(1) The trading quota of
derivatives of the Company
shall be implemented after the
authorization of the board of
directors.
(2) The approval authority of
the company's derivatives
trading is as follows:
Hierarchy Authorizatio
n limit for
each
transaction
General USD 1
Manager of million
Financial
Managemen
t Office
Assistant USD
Financial 300,000 to
Managemen 500,000
t Office (inclusive)
Authorized USD
trader 300,000
(inclusive)
or less
After the completion of each
transaction, the following
management levels must
complete the internal written
approval according to the
following amount:
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Article Amended Clauses Original Clauses Note
Hierarchy Authorizatio
n limit for
each
transaction
General More than
Manager + US$300,000
Assistant
Manager of
Financial
Managemen
t Office
Financial USD
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Original Clauses	Original Clauses	Original Clauses	Original Clauses	Original Clauses
~~Hierarchy~~ ~~Authorizatio~~ ~~n limit for~~ ~~each~~ ~~transaction~~ ~~General~~ ~~Manager +~~ ~~Assistant~~ ~~Manager of~~ ~~Financial~~ ~~Managemen~~ ~~t Office~~ ~~More~~ ~~than~~ ~~US$300,000~~ ~~Financial~~ ~~USD~~
			~~USD~~
	~~Managemen~~ ~~t~~ ~~Office~~ ~~Assistant +~~ ~~Manager~~ ~~300,000~~ ~~(inclusive)~~ ~~or less~~ ~~In order to enable the company~~ ~~to authorize the management~~ ~~relative~~ ~~to~~ ~~the~~ ~~financial~~ ~~institutions it deals with, if~~ ~~there is any change in the~~ ~~transaction~~ ~~personnel~~ ~~and~~ ~~transaction~~ ~~confirmation~~ ~~personnel,~~ ~~the~~ ~~financial~~ ~~institutions should be notified~~ ~~immediately, and the financial~~ ~~institutions should continue to~~ ~~implement~~ ~~the~~ ~~existing~~ ~~regulations of the company~~ ~~and the period.~~ ~~5.5.2.2. Execution unit:~~ ~~The financial and accounting~~ ~~supervisor is responsible for~~ ~~the~~ ~~transaction~~ ~~and~~ ~~management of the company's~~ ~~derivative~~ ~~commodity~~ ~~transactions,~~ ~~and~~ ~~the~~ ~~accounting~~ ~~personnel~~ ~~are~~ ~~responsible~~ ~~for~~ ~~the~~ ~~measurement, supervision and~~ ~~control of related risks, and~~ ~~different~~ ~~personnel~~ ~~are~~ ~~responsible for confirmation~~ ~~and delivery.~~ ~~5.5.2.3. Transaction process:~~ ~~(1) The director of finance and~~ ~~accounting places an order~~ ~~with the financial institution~~ ~~according to the approval of~~ ~~the director of authority.~~ ~~(2)~~ ~~According~~ ~~to~~ ~~the~~ ~~transaction~~ ~~report~~ ~~of~~ ~~the~~ ~~financial~~ ~~institution,~~ ~~the~~ ~~accounting supervisor needs to~~ ~~fill~~ ~~in~~ ~~the~~ ~~"Financial~~ ~~Commodity~~ ~~Transaction ~~	~~Managemen~~ ~~t~~ ~~Office~~ ~~Assistant +~~ ~~Manager~~		~~300,000~~ ~~(inclusive)~~ ~~or less~~

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Article Amended Clauses Original Clauses Note
Form" and sign it to confirm
the validity of the transaction
according to the transaction
report of the financial
institution.
(3) The transaction
confirmation document of the
financial institution shall be
attached with the approved
"Financial Commodity
Transaction Form" when it is
printed.
(4) When a financial
commodity transaction
generates profit or loss, the
delivery personnel shall use
the approved "Financial
Commodity Transaction
Form" to request or collect
money and use it as the basis
for accounting.
(5) The financial and
accounting supervisor
compiles the "Monthly Report
of Financial Commodities
Transactions" every month and
sends it to the financial and
accounting personnel as the
basis for accounting
evaluation.
5.5.3. Accounting treatment:
The company shall set up
complete books and
accounting records when
engaging in derivative
commodity transactions, and
handle transactions of different
natures in accordance with
international accounting
standards and relevant laws
and regulations, and the results
shall be able to reasonably
express and disclose the
process and results of
transactions.
5.6.2. Risk management 5.5.4. Risk management
measures: measures:
5.6.2.1 Credit risk management: (1) Credit risk: The trading
As the market is subject to partners are limited to the
changes in various factors, it is financial institutions that
easy to cause operational risks of have contacts with the
derivative financial products. company.
Therefore, the market risk
management is carried out
according to the following
principles:
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Article Amended Clauses Original Clauses Note
(1) Transaction partners: mainly
-
domestic and foreign well
known and reputable financial
institutions that have business
dealings with the company.
(2) Trading commodities: limited
to commodities provided by
well-known financial
institutions at home and
abroad.
(3) Transaction amount: The
unreversed transaction amount
of the same transaction object
shall not exceed 30% of the
total authorized amount,
except for those approved by
the general manager.
(4) Trading profit and loss:
Traders need to check the
changes in profit and loss at
any time for individual
contracts. If there is a loss,
immediately report it to the
supervisor to discuss the
response strategy.
5.6.2.2. Market risk management: (2) Market price risk: limited
(1) Conduct transactions in a to open foreign exchange
legal and open foreign transactions between
exchange market, and conduct banks. The company shall
transactions in accordance control the risk of changes
with laws and regulations, and in the market price of
maintain information on derivative financial
foreign exchange market products due to changes in
trends to reduce risks. interest rates, exchange
(2) Authorized trading personnel rates or other factors at any
at all levels shall earnestly time.
abide by the authorization
limit and the upper limit of
loss when engaging in
derivative commodity
transactions.
(3) Timely assess the amount of
possible losses and the
possibility of losses due to
changes in market interest
rates and exchange rates, and
take appropriate measures.
5.6.2.3. Liquidity risk (3) Cash flow risk: The
management: company's derivative
In order to ensure market product transactions are
liquidity, when choosing based on hedging
financial products, products with transactions. In order to
high liquidity (that is, those that control transaction risks,
can be traded and realized in the the company's limit on the
market at any time to maintain amount of derivative
flexibility in capital allocation) products is described in
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Article Amended Clauses Original Clauses Note
are mainly selected. Financial Items 5.5.1.5. and 5.5.1.6. .
institutions entrusted with
transactions must have sufficient
information and are readily
available. The ability to trade in
any market.
5.6.2.4. Cash flow risk (4) Liquidity risk: For any
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Amended Clauses	Amended Clauses	Original Clauses	Original Clauses
are mainly selected. Financial institutions entrusted with transactions must have sufficient information and are readily available. The ability to trade in any market. 5.6.2.4. Cash flow risk		~~Items 5.5.1.5. and 5.5.1.6. .~~ (4) Liquidity risk: For any
	management: In order to ensure the stability of the company's working capital turnover, the company's source of funds for derivatives trading is limited to its own funds, and the operating amount should take into account the funding requirements for forecasting cash receipts and payments in the next three months. 5.6.2.5. Operational risk management: (1) The company'sauthorized quota and operating proceduresshould be followed and included in internal audit to avoid operational risks. (2)Traders engaged in derivative commodities and confirmation, delivery and other operators shall not concurrently serve as each other. (3) The transaction personnel need to review the inter-bank transaction contract and report it to the supervisor for confirmation. Those who do not confirm will not be logged into the account or recognized. (4) The transaction bank must have sufficient information and provide it at any time as the basis for the risk assessment of the transaction. (5) Risk measurement, supervision and control personnel shall be in different departments from those in the point 2 of this subsection,and shall report to the board of directors or to senior executives who are not responsible for transaction or position decision-making.	~~(5)~~	~~commodity, there must be~~ ~~two or more two-way~~ ~~quotations made by two or~~ ~~more financial institutions~~ ~~in the market at the same~~ ~~time before it can be~~ ~~traded.~~ Operational risks: ~~(a)~~The authorized limit and operating procedures ~~must~~ ~~be~~ ~~strictly followed.~~ ~~(b)~~Traders engaged in derivative commodities and confirmation, delivery and other operators shall not concurrently serve as each other. ~~(c)~~ Risk measurement, supervision and control personnel shall be in different departments from those in the preceding paragraph, and shall report to the board of directors or to senior executives who are not responsible for transaction or position decision-making. ~~(d)~~ ~~Confirmation~~ ~~personnel~~ ~~shall~~ ~~regularly~~ ~~check~~ ~~the~~ ~~transaction details and~~ ~~total amount with the~~ ~~bank.~~ ~~(e) Traders should always~~ ~~pay~~ ~~attention~~ ~~to~~ ~~whether~~ ~~the~~ ~~total~~ ~~transaction~~ ~~amount~~ ~~exceeds~~ ~~the~~ ~~total~~ ~~contract~~ ~~amount~~ ~~stipulated~~ ~~in~~ ~~these~~ ~~Measures.~~

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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		5.6.2.6. Commodity risk management: Internal traders should have complete and correct professional knowledge of financial products, and require banks to fully disclose risks to avoid misuse of financial product risks. 5.6.2.7. Legal risk management: Documents signed with financial institutions should be reviewed by professionals from foreign exchange and legal or legal counsel before they can be formally signed to avoid legal risks. (This item is moved to 5.6.4.) 5.6.3. Internal audit system: Internal auditors should regularly understand the reasonableness of the internal control of derivatives transactions, and audit the transaction department's compliance with the procedures for dealing with derivatives transactions on a monthly basis, and prepare audit reports. If major violations are found, they should notify the Audit Committee in writing.		(New Paragraph on this article) (6) Legal risk: The documents ~~signed with the bank must be~~ ~~inspected by legal personnel.~~ ~~5.5.5.~~ ~~Periodic~~ ~~evaluation~~ ~~method and abnormal situation~~ ~~handling:~~ ~~(1) The positions held by the~~ ~~derivatives exchange shall~~ ~~be evaluated at least once a~~ ~~week, but if it is a hedging~~ ~~transaction~~ ~~that~~ ~~requires~~ ~~business~~ ~~operations,~~ ~~the~~ ~~evaluation shall be made at~~ ~~least twice a month, and the~~ ~~evaluation report shall be~~ ~~submitted to the senior~~ ~~executives authorized by~~ ~~the board of directors.~~ ~~(2) The monthly, quarterly,~~ ~~semi-annual~~ ~~and~~ ~~annual~~ ~~settlement~~ ~~of~~ ~~exchange~~ ~~gains and losses shall be~~ ~~disclosed in the financial~~ ~~statements according to the~~ ~~market price. Reports and~~ ~~announcements~~ ~~shall~~ ~~be~~ ~~made in accordance with~~ ~~relevant~~ ~~laws~~ ~~and~~ ~~regulations.~~ 5.5.6. Internal Audit: ~~(1) The company's~~internal auditors should regularly understand the reasonableness of the internal control of derivatives transactions, and audit the transaction department's compliance with the procedures for dealing with derivatives transactions on a monthly basis, and prepare audit

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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		5.6.4. Periodic evaluation method: The positions held by the derivatives exchange shall be evaluated at least once a week, but if the risk-off transaction is required for business operations, it shall be evaluated at least twice a month, and the evaluation report shall be submitted to the senior executive authorized by the board of directors. 5.6.5. When engaging in derivatives trading, the supervision and management principles of the board of directors: (1) The board of directors shall designate senior executives to pay attention to the supervision and control of derivatives trading risks at all times. The management principles are as follows: A.Regularly evaluate whether the risk management measures currently in use are appropriate and are actually handled in accordance withthe standards for the handling of assets acquired or disposed of by public companies and the proceduresfor dealing with derivatives traded by the company. B. Regularly evaluate whether the performance of derivatives		reports. If major violations are found, they should notify the Audit Committee in writing. ~~(2) After the public offering,~~ ~~the internal auditors shall~~ ~~submit the audit report and~~ ~~the annual audit situation of~~ ~~the internal audit operation~~ ~~to the Financial Regulatory~~ ~~Commission before the end~~ ~~of February of the following~~ ~~year,~~ ~~and~~ ~~report~~ ~~the~~ ~~improvement of abnormal~~ ~~matters to the Financial~~ ~~Regulatory Commission for~~ ~~reference by the end of May~~ ~~of the following year.~~ (This item is moved from 5.5.5.(1) to this item according to its nature) 5.5.7. When engaging in derivatives trading, the supervision and management principles of the board of directors: (1) The board of directors shall designate senior executives to pay attention to the supervision and control of derivatives trading risks at all times. The management principles are as follows: ~~(a)~~ Regularly evaluate whether the risk management measures currently in use are appropriate and are actually handled in accordance with the company's procedures for dealing with derivatives transactions. (This item is moved from 5.5.7.(2) to this item according
		B.

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Article Amended Clauses Original Clauses Note
trading is in line with the to its nature)
established business strategy
and whether the risks
undertaken are within the
acceptable range of the
company.
C. Supervise the transaction and (b) Supervise the
profit and loss situation, and transaction and profit
take necessary and loss situation, and
countermeasures if any take necessary
abnormality is found, and countermeasures if any
report to the board of directors abnormality is found,
immediately. The board of and report to the board of
directors shall have directors immediately. If
independent directors to attend the company has
and express their opinions. established independent
directors, the board of
directors shall have
independent directors to
attend and express their
opinions.
(2) Regularly evaluate whether
the performance of
derivatives trading is in line
with the established
business strategy and
whether the risks assumed
are within the acceptable
range of the company.
(2) When the company engages in (3) When the company
derivative commodity engages in derivative
transactions, if it authorizes commodity transactions, if
relevant personnel to handle it authorizes relevant
the transaction in accordance personnel to handle the
with the company’s transaction in accordance
regulations on the handling of with the regulations on the
derivative commodity handling of derivative
transactions, it shall be commodity transactions, it
reported to the latest board of shall be reported to the latest
directors after the event. board of directors after the
event.
5.6.6. When the company (4) When the company
engages in derivative commodity engages in derivative
transactions, it shall establish a commodity transactions, it
reference book, which shall shall establish a reference
provide information on the type, book, which shall provide
amount, date of approval of the information on the type,
board of directors, and in amount, date of approval of
accordance with 5.5.6.4 and the board of directors, and
5.6.5(1) A&B Matters that should in accordance with 5.5.5.(1)
be carefully evaluated are and 5.5.7(1)( a), 5.5.7.(2)
detailed in the reference book for Matters that should be
future reference. carefully evaluated are
detailed in the reference
book for future reference.
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Article Amended Clauses Original Clauses Note
5.7. Handling procedures for merger, Handling procedures for Article
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Article	Amended Clauses	Original Clauses	Note
5.7.	Handling procedures for merger,	Handling procedures for	Article
(Former Article 5.6.)	division, acquisition or share transfer 5.7.1. Evaluation and operating procedures (1) When the company handles mergers, divisions, acquisitions or share transfers, it is advisable to appoint lawyers, accountants and underwriters to jointly discuss the estimated timetable for legal procedures, and organize a special team to implement them in accordance with legal procedures. Before convening the resolution of the board of directors, appoint accountants, lawyers or securities underwriters to express their opinions on the reasonableness of the share conversion ratio, purchase price or allotment of cash or other property to shareholders, and submit them to the board of directors for discussion and approval. However, in the merger of subsidiaries that directly or indirectly hold 100% of the issued shares or the total capital, or the merger between subsidiaries that directly or indirectly hold 100% of the issued shares or the total capital, the rationality opinion issued by the expert may not be obtained. (2) The company shall prepare a public document to shareholders before the shareholders' meeting on the important agreed contents of merger, division or acquisition and related matters, together with the expert opinion in 5.7.1.(1) and the notice of the shareholders' meeting. And deliver it to the shareholders for reference as to whether or not to agree to the merger, division or acquisition.	merger, division, acquisition or share transfer 5~~.6.~~1. Evaluation and operating procedures (1) When the company handles mergers, divisions, acquisitions or share transfers, it is advisable to appoint lawyers, accountants and underwriters to jointly discuss the estimated timetable for legal procedures, and organize a special team to implement them in accordance with legal procedures. Before convening the resolution of the board of directors, appoint accountants, lawyers or securities underwriters to express their opinions on the reasonableness of the share conversion ratio, purchase price or allotment of cash or other property to shareholders, and submit them to the board of directors for discussion and approval. However, in the merger of subsidiaries that directly or indirectly hold 100% of the issued shares or the total capital, or the merger between subsidiaries that directly or indirectly hold 100% of the issued shares or the total capital, the rationality opinion issued by the expert may not be obtained. (2) The company shall prepare a public document to shareholders before the shareholders' meeting on the important agreed contents of merger, division or acquisition and related matters, together with the expert opinion in 5~~.6.~~1.(1) and the notice of the shareholders' meeting. And deliver it tothe	changes and some text revisions.

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	However, this does not apply if the shareholders meeting is exempted from convening a shareholders' meeting to resolve mergers, divisions or acquisitions in accordance with other laws. …… (This item is deleted and moved to 5.7.2.(7) by nature) 5.7.2. Other precautions …… (3) Principles for setting and changing the share conversion ratio or purchase price:		shareholders for reference as to whether or not to agree to the merger, division or acquisition. However, this does not apply if the shareholders meeting is exempted from convening a shareholders' meeting to resolve mergers, divisions or acquisitions in accordance with other laws. …… ~~(4) The following information~~ ~~shall be made into a~~ ~~complete written record~~ ~~and kept for five years for~~ ~~inspection.~~ ~~(a) Basic information of~~ ~~personnel: including~~ ~~all persons involved~~ ~~in~~ ~~the~~ ~~merger,~~ ~~division, acquisition~~ ~~or share transfer plan~~ ~~or implementation of~~ ~~the plan before the~~ ~~news is released, their~~ ~~titles, names, and ID~~ ~~numbers~~ ~~(passport~~ ~~numbers if they are~~ ~~foreigners).~~ ~~(b) Dates of important~~ ~~matters: including the~~ ~~date of signing the~~ ~~letter of intent or~~ ~~memorandum,~~ ~~entrusting financial or~~ ~~legal~~ ~~advisors,~~ ~~signing contracts and~~ ~~the board of directors,~~ ~~etc.~~ ~~(c) Important documents~~ ~~and~~ ~~minutes:~~ ~~including~~ ~~merger,~~ ~~division, acquisition~~ ~~or share transfer plan,~~ ~~letter of intent or~~ ~~memorandum,~~ ~~important~~ ~~contracts~~ ~~and minutes of board~~ ~~meetings.~~ 5~~.6~~.2. Other precautions …… (3) Principles for setting and changing the share conversion ratio or purchase

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	A. B. C. D. E. F.	Participating in merger, division, acquisition or share transfer, the share conversion ratio or purchase price shall not be arbitrarily changed except in the following circumstances, and shall be subject to merger, division, acquisition Or in the case of change as stipulated in the share transfer contract: Handling cash capital increase, issuance of convertible corporate bonds, free allotment of shares, issuance of corporate bonds with warrants, preferred shares with warrants, warrant certificates and other equity securities. Acts that affect the company's financial business, such as disposing of the company's major assets. Major disasters, major technological changes, etc. that affect the company's shareholders' equity or securities prices. Adjustments to the repurchase of treasury shares by any party involved in a merger, division, acquisition or share transfer in accordance with the law. Increase or decrease in the number of entities or companies involved in merger, division, acquisition or share transfer. Other conditions that can be changed have been stipulated in the contract and have been disclosed to the public.		price: ~~A~~ ~~company~~ participating in a merger, division, acquisition or share transfer~~shall appoint~~ ~~an accountant, lawyer or~~ ~~securities~~ ~~underwriter~~ ~~before the board of directors~~ ~~of both parties to discuss the~~ ~~share~~ ~~conversion~~ ~~ratio,~~ ~~purchase price or share~~ ~~transfer.~~Express opinions on the rationality of allocating cash or other property to shareholders and submit them to the board of directors and shareholders' meeting for approval.~~In principle,~~the share exchange ratio or the purchase price cannot be changed arbitrarily,~~except~~ ~~that~~ ~~the conditions~~ ~~for~~ ~~change have been stipulated~~ ~~in the contract and disclosed~~ ~~to the public. The conditions~~ ~~for changing the share~~ ~~conversion ratio or the~~ ~~purchase~~ ~~price~~ ~~are~~ ~~as~~ ~~follows:~~ ~~(a)~~Handling cash capital increase, issuance of convertible corporate bonds, free allotment of shares, issuance of corporate bonds with warrants, preferred shares with warrants, warrant certificates and other equity securities. ~~(b)~~Acts that affect the company's financial business, such as disposing of the company's major assets. ~~(c)~~Major disasters, major technological changes, etc. that affect the company's shareholders' equity or securities prices. ~~(d)~~Adjustments to the repurchase of treasury shares by any party involved in a merger, division, acquisition or share transfer in

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	(4) Contents to be contained in the contract: In addition to the provisions of the Company Law and the Mergers and Acquisitions Law, the contract for merger, division, acquisition or share transfer of a company shall also specify the following matters: A.Treatment of Breach. B. The principles for the treatment of previously issued securities with equity nature or repurchased treasury shares of a company that has been eliminated or divided due to merger. C.The number of treasury shares that a participating company may buy back in accordance with the law after the base date for calculating the share conversion ratio and the principles for its disposal. D.How to deal with the increase or decrease in the number of participating entities or companies. E.Estimated plan execution progress and expected completion schedule. F.If the plan is not completed within the time limit, the relevant handling procedures such as the scheduled date of the shareholders' meeting shall be held according to the law. …… (6) If the company involved in		accordance with the law. ~~(e)~~Increase or decrease in the number of entities or companies involved in merger, division, acquisition or share transfer. ~~(f)~~Other conditions that can be changed have been stipulated in the contract and have been disclosed to the public. (4) Contents to be contained in the contract: In addition to the provisions~~of Article 317-1~~of the Company Law and~~Article~~ ~~22~~ ~~of~~ the Mergers and Acquisitions Law, the contract for merger, division, acquisition or share transfer of a company shall also specify the following matter~~s.~~ ~~(a)~~Treatment of Breach. ~~(b)~~The principles for the treatment of previously issued securities with equity nature or repurchased treasury shares of a company that has been eliminated or divided due to merger. ~~(c)~~The number of treasury shares that a participating company may buy back in accordance with the law after the base date for calculating the share conversion ratio and the principles for its disposal. ~~(d)~~How to deal with the increase or decrease in the number of participating entities or companies. ~~(e)~~Estimated plan execution progress and expected completion schedule. ~~(f)~~If the plan is not completed within the time limit, the relevant handling procedures such as the scheduled date of the shareholders' meeting shall be held according to the law. …… (6) If the company involved in

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Article Amended Clauses Original Clauses Note
merger, division, acquisition merger, division, acquisition or
or share transfer has a non- share transfer has a non-public
public offering company, the offering company, the
company shall sign an company shall sign an
agreement with it, and in agreement with it, and comply
accordance with 5.7.2. (1) date with 5.6.1.(4), 5.6.2.(1)(2)
of the board of directors, (2) (5)(7) regulations.
prior confidentiality
commitment and (5) changes
in the number of companies
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Article	Amended Clauses	Amended Clauses	Original Clauses	Original Clauses	Note
	merger, division, acquisition or share transfer has a non- public offering company, the company shall sign an agreement with it,and in accordance with 5.7.2. (1) date of the board of directors,(2) prior confidentiality commitment and (5) changes in the number of companies		merger, division, acquisition or share transfer has a non-public offering company, the company shall sign an agreement with it,~~and comply~~ with 5.6.1.(4), 5.6.2.(1)(2) (5)(7) regulations.
		involved in merger, division, acquisition or share transfer. (7) Companies involved in mergers, divisions, acquisitions or share transfer listings or companies whose stocks are traded at the business offices of securities firms shall make complete written records of the following information and keep them for five years for inspection: A. Basic information of personnel: including all persons involved in the merger, division, acquisition or share transfer plan or implementation of the plan before the news is released, their titles, names, and ID numbers (passport numbers if they are foreigners). B. Dates of important matters: including the date of signing the letter of intent or memorandum, entrusting financial or legal advisors, signing contracts and the board of directors. C. Important documents and minutes: including merger, division, acquisition or share transfer plan, letter of intent or memorandum, important contracts and minutes of board meetings. Companies involved in mergers, divisions, acquisitions, or share transfer listings, or companies whose stocks are traded at the business offices of securities firms, shall, within two days from the date when the resolution of the board of directors is passed, submit the relevant information		(7) ~~When~~ ~~the~~ ~~company~~ ~~participates~~ ~~in~~ ~~a~~ ~~merger,~~ ~~division, acquisition or share~~ ~~transfer, it shall report the~~ ~~relevant information to the~~ ~~Internet information system~~ ~~for future reference in the~~ ~~format~~ ~~prescribed~~ ~~by~~ ~~the~~ ~~relevant laws and regulations~~ ~~within two days from the date~~ ~~when the resolution of the~~ ~~board of directors is passed.~~

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Article Amended Clauses Original Clauses Note
to the Financial Supervisory
Commission in the prescribed
format through the Internet
information system for future
reference.
5.8. Procedures for dealing with Procedures for acquiring or (1) Article
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Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note
to the Financial Supervisory Commission in the prescribed format through the Internet information system for future reference.
5.8.	Procedures fordealing with		Procedures for~~acquiring or~~		(1) Article
(Former Article 5.7.)		related parties 5.8.1. When the company acquires or disposes of assets from related parties, in addition to handling relevant resolution procedures and evaluating the rationality of transaction conditions in accordance with 5.4., 5.5., 5.9. and theprovisions of this article,if the transaction amount exceeds 10% of the company's total assets, it shall also comply with this procedure. According to the relevant provisions of the procedures, obtain a valuation report or accountant's opinion issued by a professional appraiser. The calculation of the transaction amount in the preceding paragraph shall be handled in accordance with the provisions of 5.12.1.8. In addition, when judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should also be considered. 5.8.2. Evaluation and operating procedures: The company acquires or disposes of real estate or its right- of-use assets from a related party, or acquires or disposes of real estate or other assets other than its right-of-use assets from a related party, and the transaction amount reaches 20% of the company's paid-in capital and 100% of its total assets. 10% or NT$300 million or more, in addition to buying and selling domestic public bonds, bonds with repurchase and sell-back conditions, and purchasing or repurchasing money market		~~disposing~~ ~~of~~ ~~assets~~ ~~from~~ related parties 5~~.7.~~1. When the company acquires or disposes of assets from related parties, in addition to handling relevant resolution procedures and evaluating the rationality of transaction conditions in accordance with the provisions of this procedure, if the transaction amount exceeds 10% of the company's total assets, it shall also comply with this procedure. According to the relevant provisions of the procedures, obtain a valuation report or accountant's opinion issued by a professional appraiser. The calculation of the transaction amount in the preceding paragraph shall be handled in accordance with the provisions of 5~~.4.4.~~ In addition, when judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should also be considered. 5~~.7.~~2. Evaluation and operating procedures: The company acquires or disposes of real estate or its right-of-use assets from a related party, or acquires or disposes of real estate or other assets other than its right-of- use assets from a related party, and the transaction amount reaches 20% of the company's paid-in capital and 100% of its total assets. 10% or NT$300 million or more, in addition to buying and selling domestic public bonds, bonds with repurchase and sell-back conditions, and purchasing or	changes and some text revisions. (2) The third item of the current Article 5.7.2 is moved to the second item of the amended Article 5.8.2. (3) Add the third item: A. In order to strengthen the management of related party transactions and protect the rights of minority shareholders of public companies to express their opinions on the transactions between the company and related parties, the shareholders ' meeting should be approved in advance by referring to major international capital markets such as Singapore

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Article Amended Clauses Original Clauses Note
funds issued by domestic repurchasing money market and Hong
securities investment trust funds issued by domestic Kong to
enterprises, the following securities investment trust regulate
materials shall be submitted for enterprises, the following major
auditing After the approval of the materials shall be submitted related party
committee and the board of for auditing After the approval transactions.
directors, the transaction contract of the committee and the board In addition,
can be signed and the payment of directors, the transaction in order to
can be made: contract can be signed and the prevent the
(1) The purpose, necessity and payment can be made: public
expected benefits of acquiring (1) The purpose, necessity and issuing
or disposing of assets. expected benefits of company
(2) The reason for selecting the acquiring or disposing of from
related person as the assets. conducting
transaction object. (2) The reason for selecting the significant
(3) Obtaining immovable related person as the related
property or its right-of-use transaction object. person
assets from a related party and (3) Obtaining immovable transactions
evaluating the reasonableness property or its right-of-use through the
of the predetermined assets from a related party subsidiaries
transaction conditions in and evaluating the of the non-
accordance with 5.8.3. reasonableness of the domestic
(4) The original acquisition date predetermined transaction public
and price of the related party, conditions in accordance issuing
the transaction object and its with 5. 7. 3. company, if
relationship with the company (4) The original acquisition it is avoided,
and related parties, etc. date and price of the related the relevant
(5) Estimated cash receipts and party, the transaction object information
expenditures for each month in and its relationship with the must be
the next year starting from the company and related submitted to
contract month, and assesses parties, etc. the
the necessity of the transaction (5) Estimated cash receipts and shareholders
and the rationality of the use of expenditures for each ' meeting for
funds. month in the next year approval. If
(6) The appraisal report issued by starting from the contract a subsidiary
the professional appraiser month, and assesses the of a
obtained in accordance with necessity of the transaction company
the provisions of the preceding and the rationality of the use has a
paragraph, or the accountant's of funds. transaction
opinion. (6) The appraisal report issued of acquiring
(7) Restrictions on the transaction by the professional or disposing
and other important appraiser obtained in of assets
agreements. accordance with the with a
The company and its subsidiaries provisions of the preceding related party
or their subsidiaries directly or paragraph, or the in Paragraph
indirectly holding 100% of the accountant's opinion. 1, and the
issued shares or total capital are (7) Restrictions on the transaction
engaged in the following transaction and other amount is
transactions. Authorize the important agreements. more than
chairman to make a decision The calculation of the above 10% of the
within a certain amount, and then transaction amount shall be total assets
submit it to the latest board of carried out in accordance with of the public
directors for ratification: the provisions of 5.8.1.7. and offering
A. Acquiring or disposing of the term within one year shall company,
equipment for business use or be based on the date of the the public
its right-to-use assets. actual occurrence of this offering
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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
		B.Acquiring or disposing of real estate right-to-use assets for business use. If the company or a subsidiary of a non-domestic public company has the above transactions and the transaction amount exceeds 10% of the total assets of the public company, the company shall submit the information listed in 5.8.2(1)~(7) to the shareholders' meeting After the agreement is reached, the transaction contract can be signed and the payment can be made. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the above transaction amount shall be carried out in accordance with the provisions of 5.12.1.8. and the term within one year shall be based on the date of the actual occurrence of this transaction, retroactively calculated one year ahead, and submitted to the Shareholders' meeting, Audit Committee and the Board of Directors in accordance with the provisions of these Standards. Partially exempt from re- crediting. 5.8.3. Reasonability assessment of transaction costs: (1) When the company obtains real estate or its right-of-use assets from related parties, it shall evaluate the rationality of transaction costs according to the following methods: A.Necessary capital interest and costs borne by the buyer in accordance with the law shall be added to the transaction price of the related parties. The “interest cost of necessary funds” shall be calculated on the basis of the weighted average interest rate of the borrowings in the year when the company purchased the assets, but it shall not be higher than the		transaction, retroactively calculated one year ahead, and submitted to the Audit Committee and the Board of Directors in accordance with the provisions of these Standards. Partially exempt from re-crediting. The company and its subsidiaries or their subsidiaries directly or indirectly holding 100% of the issued shares or total capital are engaged in the following transactions, ~~and~~ ~~the~~ ~~acquisition or disposal of~~ ~~equipment for business use.~~ Authorize the chairman to make a decision within a certain amount, and then submit it to the latest board of directors for ratification: ~~1.~~Acquiring or disposing of equipment for business use or its right-to-use assets. ~~2.~~Acquiring or disposing of real estate right-to-use assets for business use. 5~~.7.~~3. Reasonability assessment of transaction costs: (1) When the company obtains real estate or its right-of-use assets from related parties, it shall evaluate the rationality of transaction costs according to the following methods: ~~(a)~~ Necessary capital interest and costs borne by the buyer in accordance with the law shall be added to the transaction price of the related parties. The “interest cost of necessary funds” shall be calculated on the basis of the weighted average interest rate of the	company shall submit the relevant information to the shareholders ' meeting for approval. , if it is a non- public offering subsidiary, the matters that should be approved by the shareholders ' meeting shall be handled by the parent company of the public offering at the next level. B. Considering the overall business planning needs of the public offering company and its parent company, subsidiaries, or its subsidiaries, and taking into account the exemption specification s of the major international capital markets in advance, relax the exemption of shareholders

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Article Amended Clauses Original Clauses Note
maximum borrowing rate borrowings in the year for
of the non-financial when the company transactions
industry announced by the purchased the assets, but between
Ministry of Finance. it shall not be higher than these
B. If the related person has set the maximum borrowing companies
up a mortgage borrower rate of the non-financial in the
with the subject matter to industry announced by proviso will
the financial institution, the the Ministry of Finance. decide.
financial institution's loan (b) If the related person has C. If the
to the subject matter will be set up a mortgage previously
assessed to the total value, borrower with the opened
but the actual cumulative subject matter to the significant
value of the financial financial institution, the related party
institution's loan to the financial institution's transaction
subject matter should reach loan to the subject matter falls under
the loan assessment value. will be assessed to the the
More than 70% of the total total value, but the actual circumstanc
value and the loan period cumulative value of the es specified
has been more than one financial institution's in
year. However, this does loan to the subject matter paragraphs 1
not apply if the financial should reach the loan to 3 of
institution and one of the assessment value. More Paragraph 1
parties to the transaction are than 70% of the total of Article
mutually related persons. value and the loan period 185 of the
(2) For the combined purchase or has been more than one Company
lease of land and houses of the year. However, this does Act, the
same subject, the transaction not apply if the financial resolution of
costs may be assessed by one institution and one of the the
of the methods listed in the parties to the transaction shareholders
preceding paragraph for the are mutually related ' meeting
land and houses respectively. persons. shall be
(3) The company obtains real (2) For the combined purchase made in
estate or right-of-use assets or lease of land and houses accordance
from related parties, evaluates of the same subject, the with Article
the cost of real estate or right- transaction costs may be 185 of the
of-use assets in accordance assessed by one of the Company
with the provisions of the methods listed in the Act. The
preceding two paragraphs, and preceding paragraph for special
should consult an accountant the land and houses resolution
for review and representation respectively. shall be
specific comments. (3) The company obtains real handled in
(4) When the company obtains estate or right-of-use accordance
real estate or its right-of-use assets from related parties, with the
assets from a related party, if evaluates the cost of real previously
one of the following estate or right-of-use opened
circumstances occurs, it shall assets in accordance with matters and
be handled in accordance with 5.7.3.(1) and 5.7.3.(2), and the relevant
the provisions of 5.8.2. should consult an provisions
Evaluation and operation accountant for review and of the
procedures. The provisions of representation specific Company
5.8.3.(1)~5.8.3.(3) The comments. Law.
assessment requirements of (4) When the company obtains (4) Item 3 of
cost rationality shall not real estate or its right-of- the current
apply : use assets from a related Article 5.7.2
A. The related party acquires party, if one of the has been
the immovable property or following circumstances moved to
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Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note	Article Amended Clauses Original Clauses Note
	its right-to-use assets by inheritance or gift. B.It has been more than five years since the contract date of the related party to acquire the real estate or the right-to-use asset. C.Signing a joint construction contract with a related party, or entrusting a related party to build real estate from a local commissioned construction, leased land commissioned construction, etc. to acquire real estate. D.The Company and its subsidiaries, or its subsidiaries which directly or indirectly hold 100% of the issued shares or total capital, acquire real estate use rights assets for business use. (5) If the evaluation results of the company in accordance with 5.8.3.(1) and 5.8.3.(2) are lower than the transaction price, it shall be handled in accordance with 5.8.3.(6). However, this does not apply if objective evidence is presented and specific reasonable opinions from professional real estate appraisers and accountants are obtained due to the following circumstances: A.The related party is a person who has acquired prime land or leased land for construction, and can provide evidence that meets one of the following conditions: (a) The house is evaluated according to the method stipulated in the preceding article, and the construction cost of the related party is added to the reasonable construction profit, and the total amount exceeds the actual transaction price. The term	occurs, it shall be handled in accordance with the provisions of 5~~.7.~~2. The provisions of 5.7.3.(1)~5.7.3.(3) shall not apply : ~~(a)~~The related party acquires the immovable property or its right-to- use assets by inheritance or gift. ~~(b)~~It has been more than five years since the contract date of the related party to acquire the real estate or the right-to-use asset. ~~(c)~~ Signing a joint construction contract with a related party, or entrusting a related party to build real estate from a local commissioned construction, leased land commissioned construction, etc. to acquire real estate. ~~(d)~~The Company and its subsidiaries, or its subsidiaries which directly or indirectly hold 100% of the issued shares or total capital, acquire real estate use rights assets for business use. (5) If the evaluation results of the company in accordance with 5.7.3.(1) and 5.7.3.(2) are lower than the transaction price, it shall be handled in accordance with 5~~.7.~~3.(6). However, this does not apply if objective evidence is presented and specific reasonable opinions from professional real estate appraisers and accountants are obtained due to the following circumstances: ~~(a)~~The related party is a person who has acquired prime land or leased land for construction, and can	Item 4 of the amended Article 5.8.2, and with the addition of Item 3, the calculation of the revised transaction amount is included in the transaction submitted to the shareholders meeting for approval.

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	"reasonable construction profit" shall be based on the average operating gross profit margin of the related party's construction department in the last three years or the most recent construction gross profit rate announced by the Ministry of Finance, whichever is lower. (b)Transactions of other non-related persons within one year on other floors of the same subject property or adjacent areas, with similar areas, and the transaction conditions are equivalent after evaluation of the reasonable floor or regional price difference due to real estate sales practices. B.The company proves that the real estate purchased or leased from a related party has the right to use real estate assets, and the transaction conditions are comparable to other non- related party transaction cases in the adjacent area within one year and the area is similar. For the aforementioned transaction cases in adjacent areas, the principle is that the same or adjacent street corners are within 500 meters of the object of the transaction, or the current value of the announcement is similar. In principle, the area shall not be less than 50% of the area of the subject matter of the transaction. The aforesaid one- year period is based on the date of the acquisition of the real estate or the right-to-use asset, and is retrospectively calculated for one year. (6) The company obtains real estate or its right-of-use assets	provide evidence that meets one of the following conditions: ~~(I)~~ The house is evaluated according to the method stipulated in the preceding article, and the construction cost of the related party is added to the reasonable construction profit, and the total amount exceeds the actual transaction price. The term "reasonable construction profit" shall be based on the average operating gross profit margin of the related party's construction department in the last three years or the most recent construction gross profit rate announced by the Ministry of Finance, whichever is lower. ~~(II)~~Transactions of other non-related persons within one year on other floors of the same subject property or adjacent areas, with similar areas, and the transaction conditions are equivalent after evaluation of the reasonable floor or regional price difference due to real estate sales practices. ~~(b)~~The company proves that the real estate purchased or leased from a related party has the right to use real estate assets, and the transaction conditions are comparable to other non-related party transaction cases in the adjacent area within one

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	from a related party, and if the evaluation result according to 5.8.3. (1) to 5.8.3. (5) is lower than the transaction price, it shall handle the following matters: A.The Company shall set aside the difference between the transaction price of the real estate or its right-of-use assets and the appraisal cost in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act, and shall not distribute it or transfer it to allotment shares. If an investor whose investment in the company is evaluated by the equity method is a public offering company, it shall also set aside a special surplus reserve in accordance with the provisions of Paragraph 1 of Article 41 of the Securities and Exchange Act in accordance with the proportion of its shareholding. B.The independent directors of the Audit Committee shall act in accordance with the provisions of Article 218 of the Company Act. C.The handling of the above A. and B. should be reported to the shareholders' meeting, and the details of the transaction should be disclosed in the annual report and prospectus. If the company has set aside the special surplus reserve in accordance with the above- mentioned provisions, the assets purchased or leased at a high price should be recognized as a loss in price, or disposed of or terminated, or to be properly compensated or restored to the original state, or there is other evidence to determine that it is not unreasonable, and The special	year and the area is similar. For the aforementioned transaction cases in adjacent areas, the principle is that the same or adjacent street corners are within 500 meters of the object of the transaction, or the current value of the announcement is similar. In principle, the area shall not be less than 50% of the area of the subject matter of the transaction. The aforesaid one-year period is based on the date of the acquisition of the real estate or the right- to-use asset, and is retrospectively calculated for one year. (6) The company obtains real estate or its right-of-use assets from a related party, and if the evaluation result according to 5.~~7.~~3. (1) to 5~~.7.~~3. (5) is lower than the transaction price, it shall handle the following matter~~s.~~ ~~(a)~~The Company shall set aside the difference between the transaction price of the real estate or its right-of-use assets and the appraisal cost in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act, and shall not distribute it or transfer it to allotment shares. If an investor whose investment in the company is evaluated by the equity method is a public offering company, it shall also set aside a special surplus reserve in accordance with the provisions of Paragraph 1 of Article 41 of the Securities and Exchange Act in accordance with the proportion of its shareholding.

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Article	Article	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note	Amended Clauses Original Clauses Note
		surplus reserve may only be used with the approval of the FSC. (7) If the company obtains real estate or its right-of-use assets from a related party, if there is other evidence that the transaction is not in line with business practices, it shall also proceed in accordance with the provisions of 5.8.3(6). ~~(b)~~ The independent directors of the Audit Committee shall act in accordance with the provisions of Article 218 of the Company Act. ~~(c)~~The handling of the above (a) and (b) should be reported to the shareholders' meeting, and the details of the transaction should be disclosed in the annual report and prospectus. If the company has set aside the special surplus reserve in accordance with the above-mentioned provisions, the assets purchased or leased at a high price should be recognized as a loss in price, or disposed of or terminated, or to be properly compensated or restored to the original state, or there is other evidence to determine that it is not unreasonable, and The special surplus reserve may only be used with the approval of the FSC. (7) If the company obtains real estate or its right-of-use assets from a related party, if there is other evidence that the transaction is not in line with business practices, it shall also proceed in accordance with the provisions of 5~~.7.~~3(6).
5.9.		Procedures for acquiring or disposing of intangible assets or their right-to-use assets or membership cards 5.9.1. Evaluation and operating procedures The acquisition or disposal of intangible assets or their right-of- use assets or membership certificates by the company shall be handled in accordance with the real estate, plant and equipment cycle procedures of the company's internal control system.	(New Paragraph on this article)	Amend the procedures for acquiring or disposing of intangible assets or their right- to-use assets or membership certificates in accordance with Article

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		5.9.2. Procedure for determining transaction conditions and authorization amount (1) To obtain or dispose of a membership card, the fair market value of the market shall be referred to, the transaction conditions and transaction price shall be determined, and an analysis report shall be prepared. NT$10,000,000 must be approved by the board of directors. (2) To acquire or dispose of intangible assets or their right- of-use assets, an analysis report should be prepared with reference to the expert evaluation report or the fair market value of the market, to determine the transaction conditions and transaction price, and the amount should be in the range of NT$60 million or US$2 million. (Inclusive) and below shall be approved step by step according to the authorization method; those exceeding NT$60 million or US$2 million shall be approved by the board of directors. 5.9.3. Execution unit When the company acquires or disposes of intangible assets or their right-to-use assets or membership cards, the user department and management department shall be responsible for execution after the approval according to the approval authority in the preceding paragraph. 5.9.4. Obtaining expert opinion If the company acquires or disposes of intangible assets or right-of-use assets or membership cards with a transaction amount that exceeds 20% of the company's paid-in capital or NT$300 million or more, in addition to transactions with domestic government agencies, it shall Before the occurrence date, contact the accountant to express	(This item is moved from 5.4.3. to this item according to its nature)	11 of the Guidelines for the Handling of Assets Acquired or Disposed by Public Companies.

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Article	Amended Clauses	Original Clauses Note	Original Clauses Note
	opinions on the reasonableness of the transaction price.
5.10.	Procedures for acquiring or disposing of creditor's rights of financial institutions In principle, the company does not engage in transactions to acquire or dispose of the debts of financial institutions. If it intends to engage in transactions to acquire or dispose of the debts of financial institutions in the future, it will report to the board of directors for approval and then determine its evaluation and operating procedures.	(New Paragraph on this article) The procedures for acquiring or disposing of financial institutions' claims have been newly added.
5.11.	The calculation of the transaction amount in 5.4., 5.5. and 5.9. of this processing procedure shall be carried out in accordance with the provisions of 5.12.1.8., and the term within one year is based on the date of the actual occurrence of this transaction, and is retrospectively calculated for one year. The part of the valuation report or accountant's opinion issued by a professional valuation person who has obtained a professional valuation in accordance with the provisions of this procedure shall not be counted.	(This item is moved from 5.4.4. to this item according to its nature) The definition of “within one year” in the explanatory provisions in accordance with the provisions of Article 12 of the Standards for the Handling of Assets Acquired or Disposed by Public Companies.
5.12. (Former Article 5.8.)	Information Disclosure Procedures 5.12.1. Items and standards to be announced and declared: 5.12.1.1. Acquiring or disposing of real estate or its right-of-use assets from a related party, or acquiring or disposing of other assets other than real estate or its right-of-use assets with a related party and the transaction amount reaches 20% of the company's paid-in capital, the total 10% of the assets or more than NT$300 million. However, this does not apply to the purchase and sale of domestic public bonds, bonds subject to repurchase or sell-back conditions, and the subscription orbuy-backof moneymarket	~~Announcements and~~ ~~declarations~~ 5.8.1. The company and its ~~subsidiaries shall handle the~~ ~~announcement and declaration~~ ~~under~~ ~~the~~ ~~following~~ ~~circumstances:~~ 5~~.8.~~1.1. Acquiring or disposing of real estate or its right-of-use assets from a related party, or acquiring or disposing of other assets other than real estate or its right-of-use assets with a related party and the transaction amount reaches 20% of the company's paid-in capital, the total 10% of the assets or more than NT$300 million. However, this does not applytothe purchaseand	(1) Article changes and some text revisions. (2) In view of the fact that the construction company sells the real estate that has been constructed and completed by itself, it is a necessary behavior for the company

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Article Amended Clauses Original Clauses Note
funds issued by domestic sale of domestic public bonds, to carry out
securities investment trust bonds subject to repurchase or the daily
enterprises. sell-back conditions, and the business
5.12.1.2. To carry out a merger, subscription or buy-back of sales. The
division, acquisition or transfer of money market funds issued by construction
shares. domestic securities investment projects
5.12.1.3. The loss from derivative trust enterprises. built by the
commodity trading reaches the 5 .8 .1.2. To carry out a merger, larger-scale
upper limit of total or individual division, acquisition or construction
contract losses stipulated in the transfer of shares. companies
prescribed processing procedures. 5 .8. 1.3. The loss from are likely to
5.12.1.4. The assets acquired or derivative commodity trading meet the
disposed of are equipment for reaches the upper limit of total announceme
business use or assets with the or individual contract losses nt and
right to use, and the transaction stipulated in the prescribed declaration
object is not a related party, and processing procedures. standards
the transaction amount must meet 5.8.1.4. The type of assets due to the
one of the following acquired or disposed of are high amount
requirements: equipment for business use or of money,
(1) A public offering company assets with the right to use, and which is
with a paid-in capital of less the transaction object is not a easy to
than NT$10 billion and a related party, and the cause In the
transaction amount of NT$500 transaction amount must meet case of
million or more. one of the following frequent
(2) A public offering company requirements: announceme
with a paid-in capital of more (1) A public offering company nts, based
than NT$10 billion and a with a paid-in capital of less on the
transaction amount of NT$1 than NT$10 billion and a materiality
billion or more. transaction amount of of
NT$500 million or more. information
(2) A public offering company disclosure,
with a paid-in capital of the company
more than NT$10 billion should
and a transaction amount of consider the
NT$1 billion or more. regulations
on
5.12.1.5. A company engaged in (This item is newly added, equipment
construction business acquires or other items are adjusted in acquired or
-
disposes of real estate or its right sequence) disposed of
of-use assets for construction use by the
and its transaction object is not a company for
related person, and the transaction business
amount exceeds NT$500 million; use, and the
of which the paid-in capital is latter
NT$500 million. If the transaction paragraph
amount exceeds NT$10 billion, will be
the real estate that has been added to the
constructed and completed by fifth
itself, and the transaction object is paragraph of
not a related person, the Paragraph 1
transaction amount is NT$1 to relax its
billion or more. pre-
5.12.1.6. The real estate is 5.8.1.5. The real estate is disposition
acquired in the form of self- acquired in the form of self- transaction,
contracted construction, leased contracted construction, leased and the
construction, joint-construction construction, joint- transaction
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sub-house, joint-construction- construction sub-house, joint- object is not
sharing, joint-construction sub- construction-sharing, joint- a
sale, and the transaction object is construction sub-sale, and the relationship
not a related person, and the transaction object is not a Announcem
company expects to invest in the related person, and the ent and
transaction amount more than 500 company expects to invest in reporting
million yuan. the transaction amount more standards
5.12.1.7. For asset transactions than 500 million yuan. for persons.
other than the preceding 6 items, 5.8.1.6. For asset transactions (3)
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Article	Amended Clauses	Original Clauses	Note
	sub-house, joint-construction- sharing, joint-construction sub- sale, and the transaction object is not a related person, and the company expects to invest in the transaction amount more than 500 million yuan. 5.12.1.7. For asset transactions other than the preceding6items,	construction sub-house, joint- construction-sharing, joint- construction sub-sale, and the transaction object is not a related person, and the company expects to invest in the transaction amount more than 500 million yuan. 5.8.1.6. For asset transactions	object is not a relationship Announcem ent and reporting standards for persons. (3)
	financial institutions disposing of creditor's rights or engaging in investment in the mainland area, the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more. However, the following circumstances are not limited to this: (1) Buying and selling domestic government bondsor foreign public bonds with a credit rating not lower than my country's sovereign rating. (2) Those who specialize in investment, trading in securities on stock exchanges at home or at the business offices of securities firms, or subscribe and issue ordinary corporate bonds and ordinary financial bonds without equity (excluding subprime) in the primary market subscribe for foreign government bondsor sequence bonds, or subscribe for or buy back securities investment trust funds or futures trust funds,or to purchase or sell back index investment securities, or securities firms who act as counselors for emerging companies and recommend securities firms to subscribe for securities in accordance with the regulations of the Republic of China Securities OTC Trading Center for underwriting business needs. (3) Trading bonds with buyback and sellback conditions, and subscription or buyback of money market funds issued by domestic securities investment trust enterprises.	other than the preceding~~5~~ items, financial institutions disposing of creditor's rights or engaging in investment in the mainland area, the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more. However, the following circumstances are not limited to this: (1) Buying and selling domestic government bonds. (2) Those who specialize in investment, trading in securities on stock exchanges at home~~and~~ ~~abroad~~or at the business offices of securities firms, or subscribe and issue ordinary corporate bonds and ordinary financial bonds without equity (excluding subprime) in the ~~domestic~~primary market sequence bonds, or subscribe for or buy back securities investment trust funds or futures trust funds, or securities firms who act as counselors for emerging companies and recommend securities firms to subscribe for securities in accordance with the regulations of the Republic of China Securities OTC Trading Center for underwriting business needs. (3) Trading bonds with buyback and sellback conditions, and subscription or buyback of money market funds issued by domestic securities investment trust enterprises.	Considering that the current public issuance companies have been exempted from public announceme nts and declarations for the purchase and sale of domestic public bonds, the first item of Subparagrap h 7 of Paragraph 1 shall be amended to relax the issuance rating of their trading of bonds not lower than my country's sovereign rating of foreign public bonds. Announcem ent declaration is exempted. (4) Considering that foreign public bonds are simple commoditie

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5.12.1.8. The calculation method 5.8.1.7. The calculation s, and their
of the transaction amount in the method of the transaction creditworthi
aforementioned is as follows, and amount in the aforementioned ness is
the term within one year is based 5.8.1.1. ~5.8.1.6. is as follows, usually
on the date of the actual and the term within one year is better than
occurrence of the transaction, and based on the date of the actual that of
is retrospectively calculated for occurrence of the transaction, foreign
one year, which has been and is retrospectively ordinary
announced in accordance with the calculated for one year, which corporate
regulations Part of it is exempted has been announced in bonds; and
from re-counting. accordance with the that index
(1) The amount of each regulations Part of it is investment
transaction. exempted from re-counting. securities
(2) Accumulated amount of (1) The amount of each are similar
transactions with the same transaction. to index
counterparty to acquire or (2) Accumulated amount of stock funds
dispose of the same subject transactions with the same in
matter within one year. counterparty to acquire or commodity
(3) The accumulated amount of dispose of the same subject nature, the
acquisition or disposal matter within one year. second item,
(acquisition and disposal are (3) The accumulated amount subparagrap
accumulated separately) of acquisition or disposal h 7,
within one year of the real (acquisition and disposal subparagrap
estate of the same are accumulated h 1, is
development plan or its right- separately) within one year amended to
of-use assets. of the real estate of the relax the
(4) The accumulated amount of same development plan or Investment
the same securities acquired or its right-of-use assets. professional
disposed of (acquisition and (4) The accumulated amount s who
disposal are accumulated of the same securities subscribe to
separately) within one year. acquired or disposed of foreign
5.12.2. Time limit and procedures (acquisition and disposal government
for handling announcements and are accumulated bonds in the
declarations: separately) within one year. primary
If the company acquire or dispose 5 .8. 2. Time limit and market and
of assets, if there are items that procedures for handling purchase or
should be announced and the announcements and sell back
transaction amount meets the declarations: index
standards for reporting and 5.8.2.1. If the company and its investment
reporting, the company should subsidiaries acquire or dispose securities
report the relevant information to of assets, if there are items that are also
the Financial Supervision and should be announced and the exempted
Administration Commission transaction amount meets the from public
within two days from the date of standards for reporting and announceme
the occurrence of the fact. reporting, the company should nt and
5.12.3. Announcement report the relevant information declaration.
declaration procedure to the Financial Supervision
5.12.3.1. The company should and Administration
report the relevant information to Commission within two days
the Financial Supervision and from the date of the occurrence
Administration Commission of the fact.
within two days from the date of 5.8.2.2. The company shall, on
the occurrence of the fact. a monthly basis, enter the
5.12.3.2. The company shall, on a information reporting website
monthly basis, enter the designated by the Financial
information reporting website Supervision and
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	designated by the Financial Supervision and Administration Commission before the tenth day of each month in accordance with the prescribed format of the company and its subsidiaries engaged in derivative commodity transactions as of the end of the previous month. 5.12.3.3. If there are errors or omissions in the announcement of the items that should be announced and should be corrected, the company shall re- announce and declare all the items within two days from the date of knowing. 5.12.3.4. When the company acquires or disposes of assets, the relevant contracts, minutes, reference books, valuation reports, and opinions of accountants, lawyers or securities underwriters shall be kept in the company. Unless otherwise stipulated by other laws, at least Save for five years. 5.12.3.5. After the company announces the reported transaction in accordance with the regulations, if there is one of the following circumstances, it shall announce the relevant information on the website designated by the Financial Supervision and Administration Commission within two days from the date of the occurrence of the fact: (1) The contract signed in the original transaction is subject to change, termination or cancellation. (2) The merger, division, acquisition or transfer of shares is not completed according to the schedule scheduled in the contract. (3) The content of the original announcement has been changed.	Administration Commission before the tenth day of each month in accordance with the prescribed format of the company and its subsidiaries engaged in derivative commodity transactions as of the end of the previous month. 5.8.2.3. If there are errors or omissions in the announcement of the items that should be announced and should be corrected, the company shall re-announce and declare all the items within two days from the date of knowing. 5.8.2.4. When the company acquires or disposes of assets, the relevant contracts, minutes, reference books, valuation reports, and opinions of accountants, lawyers or securities underwriters shall be kept in the company. Unless otherwise stipulated by other laws, at least Save for five years. 5.8.2.5. After the company announces the reported transaction in accordance with the regulations, if there is one of the following circumstances, it shall announce the relevant information on the website designated by the Financial Supervision and Administration Commission within two days from the date of the occurrence of the fact: (1) The contract signed in the original transaction is subject to change, termination or cancellation. (2) The merger, division, acquisition or transfer of shares is not completed according to the schedule scheduled in the contract. (3) The content of the original announcement has been changed.

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Article	Article	Amended Clauses	Amended Clauses	Original Clauses Note	Original Clauses Note
5.13. (Former Article 5.9.)		Subsidiaries of the company shall comply with the following provisions: 5.13.1. The subsidiary should also formulate the “Acquisition or Disposal Assets Handling Procedure” in accordance with the relevant regulations of the “Public Issuing Company Acquired or Disposal Assets Handling Procedures”, which shall be reported toitsparties after being approved by the board of directors of the subsidiary. Approved by the shareholders meeting, the same applies to amendments. 5.13.2. When a subsidiary acquires or disposes of assets, it shall also follow the regulations of the company. 5.12.3. If a subsidiary acquires or disposes of assets that meet the information disclosure requirements in Chapter 3 of the "Guidelines for the Handling of Assets Acquired or Disposed by Public Companies", the company shall handle the announcement and declaration on behalf of the subsidiary. 5.12.4. In the announcement and reporting standards of subsidiaries, the term "the company's paid-in capital or total assets"refers to the company's paid-in capital or total assets. (Delete this item)		~~Procedures for controlling the~~ ~~acquisition or disposal of~~ ~~assets by subsidiaries~~ 5.9.1. If the subsidiary is a ~~domestic~~ ~~public~~ ~~offering~~ ~~company,~~ ~~it~~ should also formulate the “Acquisition or Disposal Assets Handling Procedure” in accordance with the relevant regulations of the “Public Issuing Company Acquired or Disposal Assets Handling Procedures”, which shall be reported to~~both~~ parties after being approved by the board of directors of the subsidiary. Approved by the shareholders meeting, the same applies to amendments. (This item is newly added, other items are adjusted in sequence) 5.9.2. If the subsidiary is not a ~~domestic public issuer, if the~~ ~~acquisition or disposal of~~ ~~assets~~ ~~is~~ ~~subject~~ ~~to~~ ~~announcement and notification~~ ~~as stipulated in the "Guidelines~~ ~~for the Handling of Assets~~ ~~Acquired or Disposed by~~ ~~Public Issuers", the company~~ ~~shall handle the announcement~~ ~~and notification.~~ 5~~.9.3. Subsidiaries are subject~~ ~~to the requirement of 20% of~~ ~~the paid-in capital or 10% of~~ ~~the total assets, which shall be~~ ~~subject to the company's paid-~~ ~~in capital or total assets.~~ ~~5.9.4. The company shall urge~~ ~~its subsidiaries to formulate~~ ~~procedures for the acquisition~~ ~~or disposal of assets, and~~ ~~submit them to its audit~~ ~~committee or supervisor, as~~ ~~well as the board of directors~~ ~~and shareholders’ meetings for~~ ~~resolution in accordance with~~ ~~relevant~~ ~~regulations.~~ ~~Subsidiaries of the company~~ ~~that acquire or dispose of~~ ~~assets shall provide relevant~~ ~~information to the company~~ ~~for review on a regularbasis.~~	Article changes and some text revisions.

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5.14. 5.14. Penalty rules: If the 5 .10. Penalty rules: If the Article
employees of the company employees of the company changes.
undertake to acquire and dispose undertake to acquire and
of assets in violation of the dispose of assets in violation of
provisions of this processing the provisions of this
procedure, they will be regularly processing procedure, they
submitted for assessment in will be regularly submitted for
accordance with the company's assessment in accordance with
work rules, and punished the company's work rules, and
according to the severity of the punished according to the
circumstances. severity of the circumstances.
5.15. 5.15. Implementation and 5 .11. Implementation and (1) Article
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5.14. 5.14. Penalty rules: If the employees of the company undertake to acquire and dispose of assets in violation of the provisions of this processing procedure, they will be regularly submitted for assessment in accordance with the company's work rules, and punished according to the severity of the circumstances. 5~~.10.~~Penalty rules: If the employees of the company undertake to acquire and dispose of assets in violation of the provisions of this processing procedure, they will be regularly submitted for assessment in accordance with the company's work rules, and punished according to the severity of the circumstances. Article changes.
5.15.	5.15.Implementation and		5~~.11.~~Implementation and		(1) Article
		revision 5.15.1. After the company's acquisition or disposal of assets processing procedures shall be submitted to the approval of the audit committee and approved by the board of directors, it shall be submitted to the shareholders' meeting for approval, and the same shall be true for amendments. If a director expresses dissent and there is a record or written statement, the company shall submit the director's dissent information to the audit committee. When the company submits the procedures for handling assets acquired or disposed of to the board of directors for discussion in accordance with the provisions of the preceding paragraph, it shall fully consider the opinions of each independent director. Any dissenting opinions or reservations of independent directors shall be stated in the minutes of the board meeting. The company's formulation or revision of the procedures for the acquisition or disposal of assets shall be approved by more than half of all members of the audit committee, and a resolution shall be submitted to the board of directors. If the preceding paragraph has not been approved by more than one- half of all the members of the Audit Committee, it may be implemented with the consent of more than two-thirds of all the directors, and the resolutions of the Audit Committee shall be		revision 5~~.11.~~1. After the company's acquisition or disposal of assets processing procedures shall be submitted to the approval~~of more than half of~~ ~~all members~~of the audit committee and approved by the board of directors, it shall be submitted to the shareholders' meeting for approval, and the same shall be true for amendments. 5~~.11~~.2. If there are any unresolved matters in this processing procedure, it shall be handled in accordance with the relevant laws and regulations.	changes. (2) The authorizatio n level revised in accordance with the provisions of Article 6 of the Regulations on the Handling of Assets Acquired or Disposed by Public Companies.

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Article	Amended Clauses	Original Clauses Note	Original Clauses Note
	recorded in the minutes of the board of directors. All members of the Audit Committee referred to in Paragraph 3 and all directors referred to in the preceding Paragraph shall be counted on the basis of the actual incumbents. 5.15.2. If there are any unresolved matters in this processing procedure, it shall be handled in accordance with the relevant laws and regulations.
6.	Relevant attachments: 6.1.Schedule ofFinancial Assets 6.2.Details of Derivative Financial Commodities Transactions	Relevant attachments: 6.1. Financial~~commodity~~ ~~transaction order~~ 6.2.~~Monthly Statement of~~ Financial Commodities Transactions Amend the attachment name according to the current practice.
8.	Revision history: (Omitted) Implemented after the revision of version 3.0 was resolved by the board of directors on March 24, 2022 and approved by the Shareholders'Meeting on June 23, 2022.	Revision history: (Omitted)	Add the last revision date

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Chapter IV. Appendices

Appendix 1 Nan Pao Resins Chemical Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

1 The Company is incorporated in accordance with the regulations on companies limited by shares under the Company Act and named Nan Pao Resins Chemical Co., Ltd.
2 The scope of business of the Company are as follows:
C801060 Synthetic Rubber Manufacturing
C801100 Synthetic Resin and Plastic Material Manufacturing
C802120 Industrial Catalyst Manufacturing
C802200 Varnish, Lacquer, Dye, and Pigment Manufacturing
ZZ99999 Business items not prohibited or restricted by law except those requiring special approval
3 The Company’s head office is in Tainan City, and may, pursuant to a resolution adopted by the Board of Directors, set up branches, offices, or factories within domestic or overseas when deemed necessary.
4 The total amount of the Company’s reinvested capital may exceed 40% of the paid-in capital and shall make an external guarantee for the entities of the same business.

Chapter 2 Capital

5 The total capital stock of the Company is 2 billion New Taiwan Dollars, divided into 200 million shares at 10 New Taiwan Dollars each, un issued shares may be issued by the resolution of the Board of Directors according to actual need. A total of 80 million New Taiwan Dollars among the total capital referred to the preceding paragraph shall be reserved for the issuance of convertible shares of employee stock options.
6 All the shares issued by the Company will be name-bearing and signed or sealed by the representative director of the Company. The Company may issue shares without printing share certificates, but shall be in custody or registration under centralized securities depository enterprises.
7 All changes made to the list of shareholders shall be halted sixty days prior to an upcoming annual shareholders’ meeting, thirty days prior to a provisional shareholders’ meeting, or five days prior to the base date on which the Company issues dividends, bonuses, or other interests.
7-1 The Company transfers its treasury shares to employees, reserves the issuance of common shares in cash for employees to subscribe, issues employee stock option certificates, and issues restricted shares for employee, which could be entitled to the qualified employees of controlled entities or subsidiaries of the Company meeting certain specific requirements. The Board of Directors is authorized to decide the conditions and the subscription.

Chapter 3 Shareholders’ Meeting

8 Shareholders’ meetings of the Company are of two types, namely regular meetings and provisional meetings. Regular meetings shall be convened at least once a year, within six months after the end of each fiscal year. Provisional meetings shall be convened in accordance with relevant laws, rules, and regulations when necessary.
9 When the Company holds a shareholders’ meeting, it may exercise its voting right in writing or electronically. It shall be executed in accordance with relevant laws and regulations. If a shareholder is unable to attend the shareholders’ meeting, the shareholder may appoint a proxy to attend the meeting in accordance with Article 177 of the Company Act. In addition to the compliance with the Company Act, the Company shall make arrangements in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” promulgated by the competent authority.

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10 Shareholders’ meetings shall be convened by the Board of Directors and the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave, the Chairman shall appoint one of the directors to act as the Chair. When the Chairman does not make such designation, the directors shall select from among themselves one person to serve as the Chair. If a shareholders’ meeting is held by a convener other than the Board of Directors, the convener shall be the Chair. If there are two or more conveners, only one of them shall be appointed to be the Chair.
11 The shareholder of the Company is entitled to one vote for each share held unless otherwise stipulated by law.
12 Unless otherwise stipulated by law, a resolution made at a shareholders’ meeting shall be adopted by a majority vote at a meeting attended by shareholders representing half of the total number of shares issued.
13 The resolutions made in a shareholders’ meeting shall be recorded in the minutes and shall be handled in accordance with Article 183 of the Company Act.
14 After the public offering of the Company’s stock, if the Company wants to cancel the public offering, it must be approved by the Board of Directors and approved at a shareholders’ meeting.

Chapter 4 Board of Directors’ Meeting

15 The Company’s shareholder services affairs are in compliance with Regulations Governing the Administration of Shareholder Services of Public Companies and relevant regulations.
16 The Board of Directors’ meeting shall be convened at least once every quarter. A notice specifying the reason for convening a Board meeting shall be sent to all directors seven days before the scheduled meeting day, however a Board meeting may be convened on short notice when in emergency circumstances.
The notice of the Board of Directors’ meeting shall be in writing, by email, or by fax.
17 When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company’s Procedure for Compensation Management (industry standard).
18 The Company has established five to nine seats of directors. All directors shall be elected from a nomination system by shareholders among a list of nominees for directors. The directors shall have a term of office of three years and may be re-elected. The Company may purchase liability insurance for directors, within the scope of business during their term of office. Among the above-mentioned directors, the number of independent directors shall not be less than three, shall not be less than onefifth of the seats of the directors, and shall be elected by shareholders among a list of nominees for independent directors. The professional qualifications, shareholding, the prohibition on positions held at other companies, nomination and selection process, and other matters of the Company’s Independent Directors, are processed in compliance with relevant regulations of competent securities authorities.
19 The directors shall elect from among themselves a chairman of the Board of Directors by a majority vote at a meeting attended by over two-thirds of all the directors. The chairman of the Board of Directors shall carry out all affairs of the Company in accordance with law and regulations and the resolutions of the shareholders’ meetings and the Board of Directors’ meetings. When the chairman of the Board is on leave or for any reason is unable to exercise the powers of the chairman, one of the directors shall be appointed to act as the chair by the chairperson. When the chairman does not make such appointment, directors shall elect one person from among themselves to serve as the chair.
20 The Company’s business policy and other material issues shall be determined by the Board of Directors. Except for the first Board meeting of every term of the newly elected Board of Directors, which shall be convened pursuant to Article 203 of the Company Law, meetings of the Board of Directors shall be convened by the chairman of the Board of Directors. In the absence of the chairman, one of the attending directors shall be elected as the proxy.

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21 When a meeting of the Board of Directors is held, the directors shall attend the meeting in person. If a director is unable to attend in person, the director may appoint another director as proxy to attend the meeting, and shall in each instance issue a written proxy stating the scope of authorization with respect to the items on the meeting agenda. The proxy can only accept a proxy from one person. Attending via video conferencing is deemed as attending in person. The resolutions of a Board of Directors’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. A copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall record the gist of proceedings and its results. The minutes, attendance book, and the power of attorney for deputy attendance shall be kept at the Company.
22 The Company’s Board of Directors may establish different types of functional committees. The Board of Directors is authorized to decide the qualification of members, powers of office and related matters in accordance with relevant regulations.
The Audit Committee is established by the Company to replace the duties of Supervisors and shall be composed of the entire independent directors.

Chapter 5 Managerial Officers

23 The Company shall have several managers. Their appointment, dismissal, and remuneration shall be subject to Article 29 of the Company Act.

Chapter 6 Accounting

24 After the close of each fiscal year, the following reports shall be compiled by the Board of Directors and submitted to the shareholders for acceptance:
Business Report;
Financial Statement;
Proposal Concerning Appropriation of Earnings or Covering of Losses.
25 The Company shall set aside 2% to 6% of its annual profits as remuneration to its employees and no more than 3% of its annual profits as remuneration to its directors. However, the Company shall have reserved a sufficient amount to offset its accumulated losses before the distribution of remuneration to employees and directors as per the percentage mentioned above.
Employees’ remuneration may be distributed in shares or cash, and the recipients may include employees of its controlled entities or subsidiary companies who meet certain conditions. The Board of Directors is authorized to decide the conditions and the subscription.
Distribution of directors’ and employees’ remuneration are resolved by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors and shall be reported to the shareholders’ meeting.
26 If there are earnings after the close of the fiscal year, the Company shall distribute the earnings in the following order:
Paying the tax.
Offsetting losses in previous years.
Setting aside a legal capital reserve at 10% of the earnings left over.
Other special surplus reserve recognized or reversed in accordance with law and regulations or supervisory authorities
After the Company has set aside the capital reserves pursuant to the preceding paragraphs, a distribution motion regarding the earnings left over shall be prepared by the Board of Directors, and submitted to the shareholders for a resolution.

The Company is at the steady growth stage of its business, and for future business expansion plans, the dividend distribution shall not be less than 10% of the remaining profits of the current year. The distribution of earnings shall be made by cash dividend and stock dividend, with cash dividends ranging from 20% to 100% and stock dividends ranging from 0% to 80%.

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However, in order to maintain the Company’s earnings per share, the impact of stock dividends on the Company’s business performance shall be taken into account. If the annual earnings per share of the dividend payment is more than 20% lower than the previous year, a proposal regarding the earning distribution, in which the dividend payout amount and ratio are appropriately adjusted, shall be prepared by the Board of Directors and submitted to the shareholders for a resolution.

Chapter 7 Supplementary Provisions

27 The internal organization of the Company and the detailed procedures of business operation shall be determined by the Board of Directors.
28 In regard to all matters not provided in the Articles of Association, the Company Law and other regulations shall govern.
29 The Articles of Association was enacted on August 30, 1963; the first amendment was made on October 5, 1966; the second amendment was made on September 21, 1968; the third amendment was made on June 14, 1971; the fourth amendment was made on March 15, 1972; the fifth amendment was made on March 25, 1973; the sixth amendment was made on September 27, 1974; the seventh amendment was made on January 11, 1975; the eighth amendment was made on December 16, 1975; the ninth amendment was made on October 20, 1976; the tenth amendment was made on December 15, 1976; the eleventh amendment was made on November 8, 1978; the twelfth amendment was made on September 18, 1979; the thirteenth amendment was made on August 30, 1980; the fourteenth amendment was made on August 20, 1981; the fifteenth amendment was made on September 23, 1981; the sixteenth amendment was made on June 23, 1983; the seventeenth amendment was made on August 20, 1984; the nineteenth amendment was made on June 27, 1985; the twentieth amendment was made on November 1, 1985; the twenty-first amendment was made on May 31, 1986; the twenty-second amendment was made on April 8, 1987; the twenty-third amendment was made on October 9, 1987; the twenty-fourth amendment was made on May 3, 1988; the twenty-fifth amendment was made on June 10, 1989; the twenty-sixth amendment was made on October 12, 1989; the twenty-seventh amendment was made on April 27, 1990; the twenty-eighth amendment was made on May 16, 1991; the twentyninth amendment was made on May 4, 1992; the thirtieth amendment was made on June 1, 1993; the thirty-first amendment was made on June 29, 1994; the thirty-second amendment was made on May 30, 1995; the thirty-third amendment was made on June 20, 2000; the thirty-fourth amendment was made on December 11, 2000; the thirty-fifth amendment was made on June 25, 2002; the thirty-sixth amendment was made on June 27, 2003; the thirty-seventh amendment was made on May 21, 2004; the thirty-eighth amendment was made on May 25, 2004; the thirty-ninth amendment was made on June 28, 2005; the fortieth amendment was made on June 27, 2006; the forty-first amendment was made on July 21, 2006; the forty-second amendment was made on October 23, 2008; the forty-third amendment was made on June 27, 2011; the forty-fourth amendment was made on June 27, 2014; the forty-fifth amendment was made on June 27, 2016; the forty-sixth amendment was made on May 16, 2017; the forty-seventh amendment was made on December 12, 2017; the forty-eighth amendment was made on June 14, 2019.

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Appendix 2 Nan Pao Resins Chemical Co., Ltd. Rule of Procedures for Shareholders’ Meeting

Purpose: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Scope: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Definition: None.
Authority and responsibility: None.
Content:
5.1.Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
- 5.1.1. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
- 5.1.2. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
- 5.1.3. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out for convening the shareholders meeting and the essential contents explained in the notice of the reasons. None of the above matters may be raised by an extraordinary motion.
- 5.1.4. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
- 5.1.5. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances

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of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

5.1.6. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
5.1.7. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
5.1.8. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
5.2. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
5.2.1. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
5.2.2. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
5.3.The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
5.4. This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
5.4.1. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
5.4.2. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
5.4.3. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots

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shall also be furnished.

5.4.4. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
5.4.5. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
5.5.If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
5.5.1. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
5.5.2. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
5.5.3. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
5.5.4. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
5.6.This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. 5.6.1. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
5.7.Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
5.7.1. The chair shall call the meeting to order at the appointed meeting time. At the same time, relevant information such as the number of non-voting rights and the number of shares present is announced. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
5.7.2. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total

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number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

5.7.3. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
5.8.If a shareholders meeting is convened by the board of directors, relevant motions (including interim motions and amendments to the original motion) shall be voted on a case-by-case basis, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
5.8.1. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
5.8.2. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
5.8.3. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting, and arrange adequate voting time.
5.9.Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
5.9.1. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
5.9.2. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
5.9.3. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
5.9.4. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
5.10. Voting at a shareholders meeting shall be calculated based the number of shares.
5.10.1. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
5.10.2. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting

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rights as proxy for any other shareholder.

5.10.3. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
5.10.4. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
5.11.A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
5.11.1. When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
5.11.2. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
5.11.3. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
5.11.4. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
5.11.5. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
5.11.6. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders

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of this Corporation.

5.11.7. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
5.12.The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the list of unsuccessful directors and the number of voting rights.
5.12.1. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
5.13.Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
5.13.1. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
5.13.2. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and vote results (including statistical weight), when electing directors and supervisors, the number of votes for each candidate shall be disclosed. The minutes shall be retained for the duration of the existence of this Corporation.
5.14.On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
5.14.1. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
5.15.Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
5.15.1. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
5.15.2. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
5.15.3. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
5.16.When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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  - 5.16.1. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

  - 5.16.2. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

5.17.These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
Attachment: None.
Reference document: None.
Amendment Records:
8.1.Edition 1.0 approved by the Board of Directors on May 16, 2014.
8.2.Edition 1.1 approved by the Board of Directors on March 20, 2018, and implemented after the approval of the resolution of the provisional Shareholders' Meeting on June 14, 2018.
8.3.Edition 1.2 approved by the Board of Directors on March 25, 2021, and implemented after the approval of the resolution of the general Shareholders' Meeting on July 20, 2021.

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Appendix 3 Nan Pao Resins Chemical Co., Ltd Shareholding of Directors

==> picture [512 x 313] intentionally omitted <==

----- Start of picture text -----

Date ： April 25, 2022
Shareholding while
Current Shareholding
Date elected
Position Name
Elected
Shares % Shares %
Chairman Cheng-Hsien, Wu 20200616 441,808 0.37% 393,065 0.33%
Guang Rong Investment Ltd.
Director
Representative ： Ming-Hsien, Hsu
20200616 8,868,132 7.36% 8,868,132 7.36%
Guang Rong Investment Ltd.
Director
Representative ： Ying-Lin, Huang
Pou Chien Enterprise Co., Ltd
Director Representative ： Nai-Yung, Tsai 20200616 10,920,248 9.06% 10,920,248 9.06%
Independent
Yun, Chen 20200616 0 0.00% 0 0.00%
director
Independent
Yung-Cheng, Chiang 20200616 0 0.00% 0 0.00%
director
Independent
Yi-Hsi, Lee 20200616 0 0.00% 0 0.00%
director
Total 20,230,188 20,181,445
----- End of picture text -----

Note：

Total issued shares on July 20, 2021: 120,570,780 shares；
Total issued shares on April 25, 2022: 120,570,780 shares.
The minimum required combined shareholding of all directors by law: 8,000,000 shares； The combined shareholding of all directors on the closure date: 20,181,445 shares.
The shares held by independent directors shall not be counted in the calculation of director shareholdings.
The Company has established Audit Committee, thus the minimum shareholding requirements for supervisors do not apply.

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NAN PAO — AGM Information 2022

52429_rns_2022-07-01_5df7abed-cc79-4a99-9520-67aa638ddf26.pdf

NAN PAO RESINS CHEMICAL CO., LTD.

Handbook for the 2022 Annual General Shareholders’ Meeting

Notice to readers

Table of Contents

Chapter I. Meeting Procedures

Chapter II. Meeting Agenda

I. Reported Matters

Item 1: 2021 Business Report

Item 2: Audit Committee's Review Report on the 2021 annual final accounting books and statements

Item 3: Report on 2021 employees' and directors' remuneration

II. Acknowledged Matters

Item 1: Acknowledgment of the 2021 Business Report and Financial Statements (Proposed by the Board of Directors)

III. Matters for Discussion

Item 1: Amendments to the Company's "Articles of Incorporation" (Proposed

Item 3: Amendments to the Company's "Regulations Governing the

IV. Extemporary Motions

V. Meeting Adjournment

Chapter III.Attachments

Attachment 1

Nan Pao Resins Chemical Co., Ltd. Business Report for 2021

I. Review of Business Performance in 2021

II. Outline of 2022 Business Plan

External Competition, Legal Environmental, and Macroeconomical Impact on Future Development Policies

Attachment 2

Nan Pao Resins Chemical Co., Ltd. Review Report of Audit Committee

To: 2022 General Shareholders’ Meeting

Attachment 3

(1) Consolidated Financial Statements INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of Revenue Recognition

Other Matters

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

(2) Individual Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of Revenue Recognition

Other Matters

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Notice to Readers

Nan Pao Resins Chemical Co., Ltd.

STANDALONE BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Nan Pao Resins Chemical Co., Ltd. and Subsidiaries

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Nan Pao Resins Chemical Co., Ltd.

STANDALONE STANDALONE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share )

Nan Pao Resins Chemical Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Nan Pao Resins Chemical Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Attachment 4

Nan Pao Resins Chemical Co., Ltd. 2021 Earnings Distribution Plan

Attachment 5

Nan Pao Resins Chemical Co., Ltd Comparison Table of “Articles of Incor oration” p

Attachment 6

Nan Pao Resins Chemical Co., Ltd Comparison Table of

“Rules of Procedure for Shareholders Meetin s” g

NAN PAO AGM Information 2022