NPC — AGM Information 2020

Aug 19, 2020

NAN YA PLASTICS CORPORATION

2020 ANNUAL SHAREHOLDERS’ MEETING

MEETING HANDBOOK

(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)

JUNE 12, 2020

Table of Contents

Meeting Procedure …….…………………………………… Page 1 Meeting Agenda ..………..………………..………………… Page 2 Report Items …..…………………………………………… Page 3 Ratification Items ……………………………………………. Page 12 Discussion Items .…………………………..…………… Page 14 Appendices ………………………………………………… Page 30

1. Independent Auditor’s Report

2. Information regarding the Proposed Employees and Directors’ Compensation approved by the Board of Directors of the Company

3. Effect upon Business Performance and Earnings per Share of the Company by the Stock Dividend Distribution Proposed at the 2019 Annual Shareholders’ Meeting

4. Articles of Incorporation of the Company

5. Rules of Procedure for Shareholders’ Meeting of the Company

6. Current Shareholdings of Directors of the Company

NAN YA PLASTICS CORPORATION 2020 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

1. Call Meeting to Order

2. Chairman’s Address

3. Report Items

4. Ratification Items

5. Discussion Items

6. Extraordinary Motions

7. Meeting Adjourned

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NAN YA PLASTICS CORPORATION 2020 ANNUAL SHAREHOLDERS’ MEETING AGENDA

Time: 10:00 a.m., Friday June 12, 2020

Venue: 2F, International Ballroom, Sunworld Dynasty Hotel

  - (No. 100 Dun Hua North Road, Taipei, Taiwan)

1. Report Items

2. (1) Business Report of 2019

3. (2) Audit Committee’ Review Report on the 2019 Financial Statements

4. (3) Distribution of 2019 Employees Compensation

5. (4) Issue of 2019 Domestic Unsecured Ordinary Corporate Bonds

6. Ratification Items

7. (1) Please approve the 2019 Business Report and Financial Statements as required by the Company Act.

8. (2) Please approve the Proposal for Distribution of 2019 Profits as required by the Company Act.

9. Discussion Items

10. Amendment to the Rules of Procedure for Shareholders’ Meetings of the company submitted for discussion.

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Report Items

1. About the Company’s business operation condition of 2019, please refer to Business Report for further details (on page 5 of the Handbook.) which is hereby reported for record.

2. The Company’s Audit Committee members reviewed the 2019 Business Report and Financial Statements and issued their Review Report according to the applicable laws. Please refer to Audit Committee’s Review Report (on page 11 of the Handbook.)

3. The company has issued the report on compensation distributed to its employees for 2019.

4. The pre-tax profit prior to deducting employees’ compensation distributable for 2019 is NT$24,588,044,716. The company has no accumulated losses. Adopted by the Board Meeting on March 18, 2020, 0.1% of the profit is allocated as employees’ compensation in accordance with Article 25 of the Articles of Incorporation. The total allocated amount is NT$24,588,045 which shall be distributed in cash. The above is hereby reported for record.

5. Issue of NT$11.4 Billion Domestic Unsecured Ordinary Corporate Bonds in 2019

To raise long-term funds to build and expand current plant, to replace current plant and equipment, to pay off loans, to fund the working capital, and to invest in domestic or overseas business, the Board of Directors resolved on Mar. 20, 2019 to issue domestic unsecured ordinary corporate bonds of NT$12 Billion in 2019. To consider the market interest rate and the actual need, the Company only issued the bonds of NT$11.4 Billion, which was reported to the Board of Directors on Nov. 8, 2019. The rest of unissued bonds of NT$0.6 Billion was not applied for Taipei Exchange.

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Corporate Bond Type	1stdomestic unsecured corporate bond for 2019	2stdomestic unsecured corporate bond for 2019
Total price	Tranche A: NT$ 1,700,000,000 Tranche B: NT$ 2,800,000,000 Tranche C: NT$1,800,000,000	Tranche A: NT$ 1,900,000,000 Tranche B: NT$ 2,500,000,000 Tranche C: NT$700,000,000
Issue date	2019.06.17	2019.10.15
Coupon rate	Tranche A: 0.74% p.a. Tranche B: 0.82% p.a. Tranche C: 0.91%p.a.	Tranche A: 0.71% p.a. Tranche B: 0.75% p.a. Tranche C: 0.84%p.a.
Tenor	Tranche A:05 years Tranche B:07 years Tranche C: 10years	Tranche A:05 years Tranche B:07 years Tranche C: 10years
Coupon Frequency	Annual. Interest shall be paid as simple interest rate.	Annual. Interest shall be paid as simple interest rate.
Repayment method	The Company will redeem 50% of the principal at one year before maturity and redeem the rest 50% at maturity for each tenor	The Company will redeem 50% of the principal at one year before maturity and redeem the rest 50% at maturity for each tenor

The above is hereby reported for record.

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NAN YA PLASTICS CORPORATION

1.2019 Business Report

In 2019, Nan Ya Plastics Corp. (NPC) recorded a consolidated revenue of NT$ 286.30 billion, 14.0% lower than NT$ 333.06 billion in 2018; and a consolidated pre-tax income of NT$ 26.69 billion, a reduction of 56.6% compared to NT$ 61.53 billion in 2018.

In 2019, NPC faced fierce industry competition, with continued increase in competitors' capacity and market supply, and the trade war had also created negative impact in the world's economy. The market adopted a strong wait-and-see attitude, and the overall performance reflected a difficult operating environment.

The four major product categories of NPC operations are plastics, chemicals, polyesters, and electronic materials.

With regard to plastic products, NPC has accelerated the research and development of new applications, new materials, and products that meet environmental protection trend and have unique specification, and increased the proportion of production and sales of differentiated and high-value products. NPC continues to transform and deploys automated monitoring equipment to ensure quality stability of production process, and together with e-commerce and online marketing, it has expanded into high-end markets such as the U.S. and Japan as well as potential emerging markets. With market expansion, sales increase, capacity utilization increase, cost reduction, the advantages of distributing production domestically and overseas in Taiwan, China, the U.S. ,and Vietnam, and timely adjustment of plants' production and sales, NPC strives to provide customers with satisfied services. The efforts of NPC have enabled plastic processing products to provide stable profitability.

In terms of petrochemical products, in line with vertical integration and division of labor in Sixth Naphtha Cracking Plant in Mailiao, NPC's products, including ethylene glycol (EG), Bisphenol-A (BPA), 1,4-butylene glycol (1,4BG), plasticizers, phthalic anhydride (PA),

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2-ethylhexanol (2EH), and epoxy resin (EPOXY), have been vertically integrated with upstream and downstream industries, thereby forming a complete supply chain, which supports the development of downstream industries such as polyester, electronics, and plastic processing, respectively.

With a slow global economic growth and negative impact of the trade war, the market demand decreased in 2019. With the increasing petrochemical capacity by China, price generally declined, with the prices of main products, BPA and EG, dropped by 30% compared to 2018, resulting in significant decrease in profit. In the future, NPC will respond to the change in raw materials and product prices, flexibly adjust its capacity, continue to drive process optimization, and improve its sales in areas outside China, so as to increase revenue and profit.

In terms of polyester products, China-U.S. trade war and increase in crude oil price have made market competition more intense in 2019. The continued fall in price, and serious price-slashing situation by competitors resulted in sales not meeting expectation and a drop in profit.

NPC will continue to actively research and develop, monitor and control product quality stability, promote environmental protection, PET bottles recycling, biodegradability and green energy, and explore new application areas for products, so as to differentiate the market and expand scope of sales. NPC will enhance customer recognition so as to continue to increase sales and maintain stable profitability.

For electronic materials, with the ongoing development of various electronic product application devices since the fourth quarter of 2016, the active promotion of new energy vehicle in the world and construction of related infrastructure such as charging pile, the demand of electronic materials significantly increases, attracting companies to expand their investments, and resulting in increase in capacity. In addition, with China and the U.S. imposing higher tariffs on each other, decrease in home appliance orders, and increase in uncertainties of electronic product market, customers reduce their inventory and respond to urgent orders, and are more conservative in their placing of orders. However, due to the advance

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deployment of 5G communications infrastructure, mid and high-end materials demand increased, and 2019 overall revenue is only slightly lower than 2018.

The 5G infrastructure and the Internet will continue to develop in the future. With the related applications, it will drive the demand of electronic materials and upstream raw materials. NPC will actively promote differentiated products, increase sales proportion of mid and high-end materials for high-value-added and high-functionality niche products, to cater to the trend of market development. Also, it will make use of the advantages of complete upstream and downstream vertical integration, to flexibly adjust the capacities in Taiwan and China, driving the increase in revenue and profit.

Nan Ya Printed Circuit Board Corp., which is invested by NPC, has long been focusing on the development and production of circuit boards and IC package substrates. Optimistic with the demand of 5G infrastructure, it has taken advanced move in the development of related products. The sales of high layer and large dimension substrate for the related applications were strong in 2019. In addition, the demand for high-valued products such as System-in-Package for wearable device applications, and interposer for high-end mobile device was promising during the second half of the year, driving increase in profit, and hence successfully turned loss into profit. In response to future development trend of semi-conductor, it actively strengthens its research and development capabilities, recruits more research and development talents, speeds up the development of new products, and expands IC substrate capacity to meet market demand. In the future, the company will work closely with customers, get more niche products orders, and continue to enhance production technologies, improve yield and reduce cost, to improve operational performance.

Nan Ya Technology Corp., another company invested by NPC, is committed to the development, manufacture, and sale of dynamic random-access memory (DRAM) products. Though DRAM industry significantly slowed down in 2019, the company still maintained good

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profitability, and completed the product development and shipping of low-power 20 nm 4Gb/8Gb LPDDR3, 2Gb/4Gb/8Gb LPDDR4/4X, etc. It has also successfully developed 10 nm DRAM cell design, enabling future DRAM products to continue to shrink in size for at least 3 generations. In 2020, it will develop first generation 10 nm lead products, DDR4 and DDR5 on its own technology platform, and is expected to gradually go into trial production after the second half of the year, in preparation for mass production of 2021. In 2020, it will continue to focus on 20 nm product portfolio optimization to increase competitiveness, and increase process technologies, product design, and customer services capabilities, to meet market demand, and provide customers with best memory solutions.

2.2019 Operating Status

The consolidated operating revenue was NT$286.30 billion in 2019, a decrease of NT$46.76 billion, 14.0% over NT$333.06 billion in 2018. Deducted operating costs NT$258.17 billion and selling expenses and administrative expenses NT$18.25 billion the operating income was NT$9.88 billion in 2019 which declined 66.4% compared with NT$29.42 billion in 2018. Added up non-operating income and expenses NT$ 16.80 billion the pre-tax income of 2019 was NT$26.68 billion and the pre-tax income margin was 9.3% a decrease of 56.6% over NT$61.53 billion in 2018.

3.2020 Business Outlook

Looking ahead to 2020, the environment is still disturbing. The world's economy has been affected by many factors, including trade war, technological war, currency war, and threat of armed conflict of geopolitics in the long run. Also, the virus outbreak that affects human health in the beginning of the year deepens the unrest in the market, suppressing the opportunities for economic recovery through new technologies development and application in the short run. If the various

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uncertain factors can be reduced in the future, the economy should be able to develop normally.

With the complex international situation, maintaining stable growth and profit is still the most important goal. Therefore, NPC will continue to actively push forward its four business focus:

(1) Market expansion: Based on the physical sales channels with the assistance of online marketing, NPC actively expands and separates the market. With the configuration of domestic and overseas production bases, diversion in sales channels, production capacity allocation, and market expansion, NPC carries out overall production and sales allocation, increases revenue, boosts capacity utilization rate, and reduces cost.

(2) Research and development: Besides developing new products with different characteristics to satisfy customer needs and market trend, NPC makes good use of the features of existing products to explore new application. It expands customer base and explore new markets to increase the proportion of differentiated and high-value products in the hope of increasing profitability continuously.

(3) Circular economy: Implement reduction, reuse, and resource recycling, reduce raw materials and energy consumption from the source, and carry out resource integration across plants and companies, recycle energy, and finally recycle the waste generated, achieving recycling and reuse, and attaining the economic benefits of low consumption, low emission, and high utilization.

(4) Process optimization: NPC will continue to improve and upgrade its equipment, increase the efficiency of existing equipment/production lines, create maximum benefit with minimum investment, and actively implement AI to attain intellectualization in production process.

In the future, we will continue to make AI our priority, and make use of image recognition technologies to carry out product quality inspection and control, and conduct systematic gathering, processing, and application on the massive data, so as to optimize the control of process conditions, increase quality and reduce raw materials and energy consumption. We

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will also expand it horizontally to domestic and overseas plants to create greater benefits.

In addition, besides participating in the joint venture expansion in US Texas OL-3 and Louisiana at present, our total ongoing investments amount to approximately NT$ 68 billion, including 14% in Taiwan, mainly in high-value copper foil, polyester film, PP synthetic paper, etc., and 86% in other countries, mainly in expansions of EG plant in the U.S., which is about to be completed, as well as copper foil substrate, fiberglass cloth, printed circuit board, aluminum plastic film, and BPA plants in China. When they go into production, it is expected to generate an annual output of NT$ 52.4 billion, which will drive the continued growth of NPC.

Chairman: Chia Chau, Wu President: Ming Jen, Tzou In-charge Accountant: Li Ta, Pai

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NAN YA PLASTICS CORPORATION Audit Committee’ Review Report

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, including Consolidated and Individual Financial Statements, and Proposal for Profits Distribution. The CPA firm of KPMG was retained to audit Nan Ya Plastics Corporation’s Financial Statements and has issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate

by the Audit Committee members of Nan Ya Plastics Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.

Nan Ya Plastics Corporation Chairman of the Audit Committee: Chih-Kang, Wang

March 18, 2020

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Ratification Items Proposal 1

Proposal: For approval of the 2019 Business Report and Financial Statements as required by the Company Act.

Proposed by the Board of Directors

Explanation:

1. The preparation of the Company’s 2019 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on March 18, 2020, and audited by independent auditors, Ms. Hsin-Yi, Kuo and Mr. Chi-Lung, Yu, of KPMG. The aforesaid Financial Statements together with the Business Report were reviewed by the Audit Committee, which the Audit Committee’ Review Report is presented.

2. For the aforementioned Business Report, please refer to page 5 through page 10 of the Meeting Handbook. As for the Financial Statements, please refer to page 21 through page 28 of the Handbook. Please approve the Business Report and the Financial Statements.

Resolution:

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Ratification Items Proposal 2

Proposal: For Approval of the Proposal for Distribution of 2019 Profits as required by the Company Act.

Proposed by the Board of Directors

Attachment:

Please refer to page 29 of the Handbook for the Statement of Profits Distribution, which has been reviewed by the Audit Committee members on of Nan Ya Plastics Corporation and approved by the Board of Directors March 18, 2020.

Resolution:

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Discussion Items Proposal 1

Proposal: Amendment to the Rules of Procedure for Shareholders’ Meetings of the company submitted for discussion

Proposed by the Board of Directors

Explanation:

To refer to the sample template announced in the order Tai-Cheng-Chih-Li-Zi No. 1080024221 dated January 2, 2020 by the Taiwan Stock Exchange Corporation, certain articles of the Rules of Procedure for Shareholders’ Meetings provided by the company have been amended. The comparison table for articles before and after amendment is hereby attached. Please determine whether the amendments are reasonable.

Article	Article before Amendment	Article after Amendment	Reason for Amendment
Article 3	(above 4 paragraph omitted) Election or dismissal of directors, amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under paragraph 1 of Article 185 of the Company Actor Articles 26-1 and 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities	(above 4 paragraph omitted) Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1	Amended in line with Directive Letter No. 1080024221 announced by the Taiwan Stock Exchange Corporation (TWSE) on January 2, 2020.

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	Issuersshall be set out in the notice of thecauses to convenethe shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.	of Article 185 of the Company Act shall be set out in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion. The content of such matters shall be uploaded to a website designated by the competent authority or the Company, and the website shall be specified on the meeting
		notice. Where the meeting agenda has specified general re-elections of the directors and the terms of the directors' office, the terms of office of the directors shall not be altered by raising an extraordinary motion or any other method upon the completion of the general elections at the shareholders' meeting.

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	A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company awritten proposal for discussion at an annual shareholders’ meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the Meeting Agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward bya	A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a proposal for discussion at an annual shareholders' meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the Meeting Agenda. However, when a shareholder's proposal contains suggestions or recommendations for the Company to enhance the public interest or facilitate the Company to fulfill its corporate social responsibility, the Board of Directors may
		include such proposal into the agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward bya

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	shareholder, the Board of Directors may exclude it from the Agenda. Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. (below omitted)	shareholder, the Board of Directors may exclude it from the Agenda. Prior to the book closure date before an annual shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals,the method of receiving such proposals (whether written or in electronic form), and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. (below omitted)
Article 10	If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’	If a shareholders' meeting is convened by the Board of Director, the meeting agenda shall be set by the Board of Directors. The relevant proposals (including extraordinary motions and amendment to original proposals) shall	Amended in line with Directive Letter No. 1080024221 announced by the Taiwan Stock Exchange Corporation (TWSE)on
		be decided by voting on a case-by-case basis.

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	meeting. (paragraph 2~3 omitted) 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 and callfor a vote.	The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. (paragraph 2~3 omitted) 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 and shall also arrange ample time for a vote.	January 2, 2020.
Article 13	(paragraph 1 omitted) When the Company holds a shareholders’ meeting,it may allow the shareholderstoexercise voting rightsin writing orby way of electronic transmission.	(paragraph 1 omitted) When the Company holds a shareholders' meeting, shareholders shallexercisetheir voting rights by way of electronic transmission and may exercise their	Amended in line with Directive Letter No. 1080024221 announced by the Taiwan

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	When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. (below omitted)	voting rights in writing. When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. (paragraph 3~6 omitted) In addition to the proposals on the meeting agenda, when a	Stock Exchange Corporation (TWSE) on January 2, 2020. Qualification for proposing an extraordinary motion has been specified pursuant to the Company's actual processing needs.
		shareholder wishes to propose an extraordinary motion, the shareholder's voting
		rights shall represent at
		least 1% or more of the Company's total issued

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		shares. (below omitted)
Article 15	(paragraph 1~2 omitted) 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 their results, and shall be retained for the duration of the existence of the Company.	(paragraph 1~2 omitted) 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 their results(including the weight of the votes), and the number of weighted votes each candidate received in case of a Directors' elections,and shall be retained for the duration of the existence of the Company.	Amended in line with Directive Letter No. 1080024221 announced by the Taiwan Stock Exchange Corporation (TWSE) on January 2, 2020.

Resolution:

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					December 31, 2018	Amount %		21,253,381 4	8,897,747 1	9,496,716 2	8,720,846 1	20,233,152 4	- -	5,946,931 1	6,133,333 1	1,109,441 -	81,791,547 14			52,584,524 9	52,584,524 9	6,137,472 1	12,639,024 3	- -	7,096,550 1	22,287,385 4	679,464 -	128,386 -	101,552,805 18	183,344,352 32			79,308,216 14		26,672,119 5	220,788,020 39		48,903,842 8	11,232,795 2		386,904,992 68		570,249,344 100
					December 31, 2019	Amount %		24,012,100 4	15,392,795 3	9,102,231 2	6,986,969 1	18,539,776 3	197,527 -	4,647,875 1	3,333,333 1	1,303,544 -	83,516,150 15			59,330,786 11		14,751,117 3	13,122,029 2	291,222 -	5,096,417 1	22,183,650 4	712,939 -	103,669 -	115,591,829 21	199,107,979 36			79,308,216 14		26,617,834 5	204,105,146 37		34,540,688 6	10,998,816 2		355,570,700 64		554,678,679 100
								$																																			$
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)	NAN YA PLASTICS CORPORATION AND SUBSIDIARIES	Consolidated Balance Sheets	December 31, 2019 and 2018	(Expressed in Thousands of New Taiwan Dollars)	December 31, 2019 December 31, 2018	Amount % Amount % Liabilities and Equity	Current liabilities:	43,608,119 8 52,365,882 9 2100 Short-term borrowings (notes 6(l), (x), and (aa))	4,044,356 1 4,017,249 1 2110 Short-term notes and bills payable (notes 6(k), (x) and (aa))	41,715,821 8 44,528,667 8 2170 Notes and accounts payable (note 6(x))	2180 Accounts payable to related parties (notes 6(x) and 7)	5,557,174 1 6,524,088 1 2200 Other payables (note 7)	36,640,358 7 39,237,627 7 2280 Current lease liabilities (notes 6(o),(x) , (aa), and 7)	1,866,001 - 2,484,349 - 2321 Current portion of bonds payable (notes 6(n), (x) and (aa))	2,237,168 - 1,869,037 - 2322 Current portion of long-term borrowings (note 6(m), (x) and (aa))	5,925,227 1 6,117,870 1 2399 Other current liabilities	41,567,752 7 49,040,842 9 Total current liabilities	4,314,370 1 4,088,930 1 Non-Current liabilities:		187,476,346 34 210,274,541 37 2530 Bonds payable (notes 6(n), (x) and (aa))		2540 Long-term borrowings (notes 6(m), (x) and (aa))	824,726 - 1,047,877 - 2570 Deferred tax liabilities (note 6(q))	22,662,110 4 28,011,349 5 2580 Non-current lease liabilities (notes 6(o), (x) , (aa) and 7)	165,109,381 30 169,871,136 30 2611 Long-term notes payable (notes 6(m), (x) and (aa))	156,095,364 28 140,907,261 25 2640 Net defined benefit liability-non-current (note 6(p))	1,198,549 - - - 2645 Guarantee deposits	2,293,595 - 2,486,740 - 2670 Other non-current liabilities	30,257 - 37,385 - Total non-current liabilities	5,439,156 1 5,519,863 1 Total liabilities		3,468,440 1 2,710,252 - Equity attributable to owners of parent (notes 6(r)):	3110 Common Stock	- - - -	1,865 - 1,040 - 3200 Capital surplus	10,078,890 2 9,381,900 2 3300 Retained earnings		367,202,333 66 359,974,803 63 3400 Others	36XX Non-controlling interests		Total equity		554,678,679 100 570,249,344 100 Total liabilities and equity
								$																																			$
						Assets	Current assets:	Cash and cash equivalents (notes 6(a) and (x))	Current financial assets at fair value through profit or loss (notes 6(b), (x))	Current financial assets at fair value through other comprehensive income (notes	6(c), (x), and 8)	Notes receivable, net (notes 6(d) and (x))	Accounts receivable, net (notes 6(d) and (x))	Accounts receivable due from related parties (notes 6(d), (x) and 7)	Other receivables (note 6(e))	Other receivables due from related parties (notes 6(e), (x), and 7)	Inventories (note 6(f))	Other current assets		Total current assets		Non-current assets:	Non-current financial assets at fair value through profit or loss (notes 6(b) and (x))	Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (x))	Investments accounted for using equity method (notes 6(g) and 8)	Property, plant and equipment (notes 6(h) and 8)	Right-of-use assets (notes 6(i) and 7)	Intangible assets (note 6(j))	Technology development expense	Deferred tax assets (note 6(q))		Prepayments for purchase of equipment	Overdue receivables (note 6(d))		Net defined benefit asset-non-current (note 6(p))	Other non-current assets		Total non-current assets					Total assets
								1100	1110	1120		1150	1170	1180	1200	1210	130X	1470					1510	1517	1550	1600	1755	1782	1812	1840		1915	1937		1975	1990

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

4000 Operating revenue (notes 6(u) and 7) 5000 Operating costs (notes 6(f), (p), (v), 7 and 12) 5910 Less: Unrealized (realized) profit from affiliated companies (note 7) Gross profit from operation Operating expenses (notes 6(j), (p), (v), 7 and 12): 6100 Selling expenses 6200 Administrative expenses Total operating expenses Net Operating income Non-operating income and expenses (notes 6(g), (o), (w) and 7): 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method Total non-operating income and expenses Profit before tax 7950 Less: Income tax expenses (note 6(q)) Profit 8300 Other comprehensive income (loss) (note 6(g) and (r)): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss Total items that may not be reclassified subsequently to profit and loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss Total items that may be reclassified subsequently to profit and loss 8300 Other comprehensive income 8500 Total comprehensive income Profit, attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Basic earnings per share (note 6(t)): 9710 Income from continuing operations Income from non-controlling equity 9750 Income attributable to shareholders of the parent	2019 Amount % $ 286,303,059 100 258,172,796 90 (6,964) - 28,137,227 10 9,661,546 3 8,590,296 3 18,251,842 6 9,885,385 4 6,371,567 2 213,753 - (1,620,428) (1) 11,838,753 4 16,803,645 5 26,689,030 9 3,479,507 1 23,209,523 8 (52,911) - (7,787,479) (3) (808,135) - (10,556) - (8,637,969) (3) (5,962,293) (2) 15,812 - - - (5,946,481) (2) (14,584,450) (5) $ 8,625,073 3 $ 23,076,123 8 133,400 - $ 23,209,523 8 $ 8,608,080 3 16,993 - $ 8,625,073 3 Before Tax After Tax $ 3.37 2.93 (0.27) (0.02) $ 3.10 2.91	2018 Amount % 333,061,560 100 284,054,265 85 (56,290) - 49,063,585 15 10,261,727 3 9,381,085 3 19,642,812 6 29,420,773 9 6,635,682 2 1,012,460 - (1,723,469) - 26,179,740 8 32,104,413 10 61,525,186 19 8,866,335 3 52,658,851 16 (768,275) - (3,311,346) (1) (3,383,834) (1) (324,897) - (7,138,558) (2) 441,013 - (22,910) - 135,016 - 283,087 - (6,855,471) (2) 45,803,380 14 52,746,021 16 (87,170) - 52,658,851 16 45,930,928 14 (127,548) - 45,803,380 14 Before Tax After Tax 7.76 6.64 (0.47) 0.01 7.29 6.65

See accompanying notes to Consolidated financial statements.

22

															Total equity	367,219,759	14,054,162		381,273,921			-	-	(40,447,190)	-		513,647	52,658,851	(6,855,471)	(6,855,471)	45,803,380		(238,384)		(382)	(382)	386,904,992		-	-	(39,654,108)	-		(54,285)	23,209,523	(14,584,450)	(14,584,450)	8,625,073		(250,972)	(250,972)	355,570,700
													Non-	controlling	interests	11,599,899	(1,172)		11,598,727			-	-	-	-		-	(87,170)	(40,378)		(127,548)		(238,384)		-		11,232,795		-	-	-	-		-	133,400	(116,407)		16,993		(250,972)		10,998,816
												Total equity	attributable to	owners of	parent	355,619,860	14,055,334		369,675,194			-	-	(40,447,190)	-		513,647	52,746,021	(6,815,093)		45,930,928		-		(382)		375,672,197		-	-	(39,654,108)	-		(54,285)	23,076,123	(14,468,043)		8,608,080		-		344,571,884
													Gains (losses)	on hedging	instruments	-	7,729		7,729			-	-	-	-		-	-	(22,910)		(22,910)		-		-		(15,181)		-	-	-	-		-	-	15,812		15,812		-		631
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)	NAN YA PLASTICS CORPORATION AND SUBSIDIARIES	Consolidated Statements of Changes in Equity	For the years ended December 31, 2019 and 2018	(Expressed in Thousands of New Taiwan Dollars)	Equity attributable to owners of parent	Items of other equity interest	Retained earnings Unrealized	gains	(losses) from	Exchange financial assets Unrealized	differences on measured at gains (losses) Gains (losses)	translation of fair value on available- on effective	Unappropriated foreign through other for-sale portion of	Capital Legal Special retained financial comprehensive financial cash flow	surplus reserve reserve earnings statements income assets hedges	26,158,472 57,873,852 86,932,416 63,674,176 (6,026,197) - 47,691,196 7,729	- - - 507,292 - 61,239,238 (47,691,196) (7,729)		26,158,472 57,873,852 86,932,416 64,181,468 (6,026,197) 61,239,238 - -			- 5,452,101 - (5,452,101) - - - -	- - 6,819,825 (6,819,825) - - - -	- - - (40,447,190) - - - -	- - (15,150) 15,150 - - - -		513,647 - - - - - - -	- - - 52,746,021 - - - -	- - - (498,165) 320,901 (6,614,919) - -		- - - 52,247,856 320,901 (6,614,919) - -		- - - - - - - -		- - - (382) - - - -		26,672,119 63,325,953 93,737,091 63,724,976 (5,705,296) 54,624,319 - -		- 5,274,602 - (5,274,602) - - - -	- - 6,106,008 (6,106,008) - - - -	- - - (39,654,108) - - - -	- - (1,433) 1,433 - - - -		(54,285) - - - - - - -	- - - 23,076,123 - - - -	- - - (104,889) (5,866,135) (8,512,831) - -		- - - 22,971,234 (5,866,135) (8,512,831) - -		- - - - - - - -		26,617,834 68,600,555 99,841,666 35,662,925 (11,571,431) 46,111,488 - -
														Ordinary	shares	79,308,216	-		79,308,216			-	-	-	-		-	-	-		-		-		-		79,308,216		-	-	-	-		-	-	-		-		-		79,308,216
																$																																				$
																Balance at January 1, 2018	Effects of retrospective application		Balance at January 1, 2018 after adjustment		Appropriation and distribution of retained earnings:	Legal reserve appropriated	Special reserve appropriated	Cash dividends of ordinary share	Reversal of special reserve	Other changes in capital surplus:	Other changes in capital surplus	Profit	Other comprehensive income		Total comprehensive income		Changes in non-controlling interests	Disposal of investments in equity instruments designated at	fair value through other comprehensive income		Balance at December 31, 2018	Appropriation and distribution of retained earnings:	Legal reserve appropriated	Special reserve appropriated	Cash dividends of ordinary share	Reversal of special reserve	Other changes in capital surplus:	Other changes in capital surplus	Profit	Other comprehensive income		Total comprehensive income		Changes in non-controlling interests		Balance at December 31, 2019

23

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net gain on diposal of financial assets Net loss (profit) on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method (Profit) loss on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Realized profit from affiliated companies Unrealized foreign exchange profit or loss Other revenue, overdue dividends and compensation of board and directors Gain on reversal of impairment loss of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease in accounts receivable (including related parties) (Increase) decrease in other receivable Decrease (increase) in inventories (Increase) decrease in other current assets Total changes in operating assets Decrease in notes and accounts payable (Decrease) increase in other payable Increase (decrease) in other current liabilities Decrease in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease in other receivables due from related parties Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans Increase in short-term notes and bills payable Proceeds from issuing bonds Repayments of bonds Proceeds from long-term debt Repayments of long-term debt (Decrease) increase in other borrowings (long-term notes payables) Increase (decrease) in guarantee deposits received Payment of lease liabilities Decrease in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

See accompanying notes to Consolidated financial statements.

24

					December 31, 2018	Amount %			20,880,900 4	8,897,747 2	4,993,365 1	7,130,082 1	12,493,985 2	- -	- -	5,946,931 1	6,133,333 1	546,592 -	67,022,935 12					52,584,524 10	5,200,000 1	10,984,786 2	- -	7,096,550 1	19,596,620 4	305,584 -	44,397 -		95,812,461 18		162,835,396 30			79,308,216 15	26,672,119 5	220,788,020 41	48,903,842 9	48,903,842 9	375,672,197 70		538,507,593 100
					December 31, 2019	Amount %			$ 22,443,300 4	15,392,795 3	5,045,472 1	5,957,209 1	11,350,723 2	4,000,000 1	59,288 -	4,647,875 1	3,333,333 1	659,525 -	72,889,520 14					59,330,786 12	4,966,667 1	11,480,294 2	69,457 -	5,096,417 1	19,424,132 4	288,238 -	48,371 -		100,704,362 20		173,593,882 34			79,308,216 15	26,617,834 5	204,105,146 39	34,540,688 7		344,571,884 66		$ 518,165,766 100
(English Translation of Financial Statements and Report Originally Issued in Chinese)	NAN YA PLASTICS CORPORATION	Balance Sheets	December 31, 2019 and 2018	(Expressed in Thousands of New Taiwan Dollars)	December 31, 2019 December 31, 2018	Amount % Amount % Liabilities and Equity		Current liabilities:	$ 2,398,959 1 5,508,330 1 2100 Short-term borrowings (notes 6(k), (v) and (y))	4,044,356 1 4,017,249 1 2111 Short-term notes and bills payable (notes 6(j), (v) and (y))	2170 Notes and accounts payable (note 6(v))	41,715,821 8 44,528,667 8 2180 Accounts payable to related parties (notes 6(v) and 7)	2,035,966 1 2,417,539 1 2200 Other payables	10,297,642 2 12,333,877 2 2220 Other payables to related parties (notes 6(v), (y) and 7)	5,726,710 1 6,409,203 1 2280 Current lease liabilities (notes 6(n), (v), (y), and 7)	928,677 - 1,346,114 - 2321 Current portion of bonds payable (notes 6(m), (v) and (y))	5,640,819 1 12,683,027 3 2322 Current portion of long-term borrowings (notes 6(l), (v) and (y))	21,787,220 4 25,605,150 5 2399 Other current liabilities	2,011,482 - 1,736,359 - Total current liabilities		96,587,652 19 116,585,515 22 Non-Current liabilities:			2530 Bonds payable (notes 6(m), (v) and (y))	10,843,196 2 11,132,158 2 2540 Long-term borrowings (notes 6(m), (v) and (y))	2570 Deferred tax liabilities (notes 6(p))	334,228,505 64 339,241,706 63 2580 Non-current lease liabilities (note 6(n), (v), (y), and 7)	62,826,030 12 59,292,743 11 2611 Long-term notes payable (note 6(l), (v) and (y))	127,874 - - - 2640 Net defined benefit liability-non-current (note 6(n))	30,257 - 34,972 - 2645 Guarantee deposits	3,979,584 1 4,060,736 1 2670 Other non-current liabilities		1,669,032 - 1,401,284 - Total non-current liabilities		- - - - Total liabilities		7,873,636 2 6,758,479 1 Equity(notes 6(q)):	421,578,114 81 421,922,078 78 3110 Common Stock	3200 Capital surplus	3300 Retained earnings	3400 Others		Total equity		$ 518,165,766 100 538,507,593 100 Total liabilities and equity
						Assets		Current assets:	Cash and cash equivalents (notes 6(a) and (v))	Current financial assets at fair value through profit or loss (notes 6(b)	and (v))	Current financial assets at fair value through other comprehensive income (notes 6(c) and (v))	Notes receivable, net (notes 6(d) and (v))	Accounts receivable, net (notes 6(d) and (v))	Accounts receivable due from related parties (notes 6(d), (v) and 7)	Other receivables (note 6(e))	Other receivables due from related parties (notes 6(e), (v) and 7)	Inventories (note 6(f))	Other current assets			Total current assets		Non-current assets:	Non-current financial assets at fair value through other comprehensive	income (notes 6(c) and (v))	Investments accounted for using equity method (notes 6(g))	Property, plant and equipment (note 6(h))	Right-of-use assets (note 6(i))	Technology development expense	Deferred tax assets (note 6(p))		Prepayments for purchase of equipment		Overdue receivables (note 6(d))		Other non-current assets	Total non-current assets							Total assets
									1100	1110		1120	1150	1170	1180	1200	1210	130X	1470						1517		1550	1600	1755	1812	1840		1915		1937		1990
																		25

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

4000 Operating revenue, net (notes 6(s) and 7) 5000 Operating costs (notes 6(f), (o), (t), 7 and 12) 5910 Less: Unrealized (realized) profit from affiliated companies (note 7) Gross profit from operations Operating expenses (notes 6(e), (o), (t), 7 and 12): 6100 Selling expenses 6200 Administrative expenses Total operating expenses Operating income Non-operating income and expenses (notes 6(g), (n), (u) and 7): 7010 Other income 7020 Gains (losses) on reclassification of financial assets 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net Total non-operating income and expenses Profit before income tax 7950 Less: Income tax expenses(benefits)(notes 6(p)) Profit (loss) 8300 Other comprehensive income (notes 6(g) and (q)): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less : income tax related to components of other comprehensive income that will not be reclassified to profit or loss Total items that may not be reclassified subsequently to profit and loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less : income tax related to components of other comprehensive income that will be reclassified to profit or loss Total items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income 8500 Total comprehensive income Basic earnings per share (note 6(r) ) :	2019 Amount % $154,799,788 100 140,895,897 91 (30,032) - 13,933,923 9 5,658,176 4 5,393,655 3 11,051,831 7 2,882,092 2 4,814,269 3 (84,658) - (1,369,753) (1) 18,321,507 12 21,681,365 14 24,563,457 16 1,487,334 1 23,076,123 15 34,401 - (3,101,808) (2) (5,543,433) (3) 6,880 - (8,617,720) (5) (5,866,135) (4) 15,812 - - - (5,850,323) (4) (14,468,043) (9) $ 8,608,080 6 Before Tax After Tax $ 3.10 2.91	2018 Amount % 188,909,965 100 161,183,893 85 (17,988) - 27,744,060 15 5,959,140 3 6,333,369 4 12,292,509 7 15,451,551 8 5,120,668 3 988,720 1 (1,274,829) (1) 37,534,582 20 42,369,141 23 57,820,692 31 5,074,671 3 52,746,021 28 (582,901) - (1,513,062) (1) (5,280,046) (3) (262,925) - (7,113,084) (4) 455,917 - (22,910) - 135,016 - 297,991 - (6,815,093) (4) 45,930,928 24 Before Tax After Tax 7.29 6.65

See accompanying notes to financial statements.

26

														Total equity	355,619,860	14,055,334		369,675,194			-	-	(40,447,190)	-		513,647	52,746,021	(6,815,093)	(6,815,093)	45,930,928			(382)	(382)	375,672,197			-	-	(39,654,108)	-		(54,285)	23,076,123	(14,468,043)	(14,468,043)	8,608,080		344,571,884
												Gains (losses)	on hedging	instruments	-	7,729		7,729			-	-	-	-		-	-	(22,910)		(22,910)			-		(15,181)			-	-	-	-		-	-	15,812		15,812		631
(English Translation of Financial Statements and Report Originally Issued in Chinese)	NAN YA PLASTICS CORPORATION	Statements of Changes in Equity	For the years ended December 31, 2019 and 2018	(Expressed in Thousands of New Taiwan Dollars)	Retained earnings Items of other equity interest	Unrealized	gains	(losses) from	Exchange financial assets Unrealized	differences on measured at gains (losses) Gains (losses)	translation of fair value on available- on effective	Unappropriated foreign through other for-sale portion of	Ordinary Capital Legal Special retained financial comprehensive financial cash flow	shares surplus reserve reserve earnings statements income assets hedges	79,308,216 26,158,472 57,873,852 86,932,416 63,674,176 (6,026,197) - 47,691,196 7,729	- - - - 507,292 - 61,239,238 (47,691,196) (7,729)		79,308,216 26,158,472 57,873,852 86,932,416 64,181,468 (6,026,197) 61,239,238 - -			- - 5,452,101 - (5,452,101) - - - -	- - - 6,819,825 (6,819,825) - - - -	- - - - (40,447,190) - - - -	- - - (15,150) 15,150 - - - -		- 513,647 - - - - - - -	- - - - 52,746,021 - - - -	- - - - (498,165) 320,901 (6,614,919) - -		- - - - 52,247,856 320,901 (6,614,919) - -			- - - - (382) - - - -		79,308,216 26,672,119 63,325,953 93,737,091 63,724,976 (5,705,296) 54,624,319 - -			- - 5,274,602 - (5,274,602) - - - -	- - - 6,106,008 (6,106,008) - - - -	- - - - (39,654,108) - - - -	- - - (1,433) 1,433 - - - -		- (54,285) - - - - - - -	- - - - 23,076,123 - - - -	- - - - (104,889) (5,866,135) (8,512,831) - -		- - - - 22,971,234 (5,866,135) (8,512,831) - -		79,308,216 26,617,834 68,600,555 99,841,666 35,662,925 (11,571,431) 46,111,488 - -
															$																																		$
															Balance at January 1, 2018	Effects of retrospective application		Balance at January 1, 2018 after adjustment		Appropriation and distribution of retained earnings:	Legal reserve appropriated	Special reserve appropriated	Cash dividends of ordinary shares	Reversal of special reserve	Other changes in capital surplus:	Other changes in capital surplus	Profit	Other comprehensive income		Total comprehensive income		Disposal of investments in equity instruments designated at fair value through	other comprehensive income		Balance at December 31, 2018		Appropriation and distribution of retained earnings:	Legal reserve appropriated	Special reserve appropriated	Cash dividends of ordinary share	Reversal of special reserve	Other changes in capital surplus:	Other changes in capital surplus	Profit	Other comprehensive income		Total comprehensive income		Balance at December 31, 2019

27

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net profit on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method (Gain) loss on disposal of property, plant and equipment Realized profit from affiliated companies Unrealized foreign exchange loss Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease (increase) in accounts receivable (including related parties) Decrease in other receivable Decrease (increase) in inventories Increase in other current assets Total changes in operating assets Decrease in notes and accounts payable (including related parties) Increase (decrease) in other payable Increase (decrease) in other current liabilities Decrease in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets designated at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease (increase) in other receivables due from related parties Increase in other non-current assets Net cash flows (used in) from investing activities Cash flows from (used in) financing activities: Increase in short-term loans Increase in short-term notes and bills payable Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term debt Repayments of long-term debt (Decrease) increase in long-term notes payable Decrease in guarantee deposits Increase in other payables to related parties Payment of lease liabilities Increase in other non-current liabilities Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

See accompanying notes to financial statements.

28

NAN YA PLASTICS CORPORATION

Statement of Profits Distribution

For the year of 2019

Unit ： NT$

For the year of 2019	Unit：NT$
Items	Amount
Available for Distribution: 1. Unappropriated retained earnings of previous years 2. Net Income of 2019 3. Reversal of Special Reserve 4. Change in retained earnings resulting from Other Comprehensive Income Total Distribution Items: 1. Appropriation of Legal Reserve (10% of the Net Income) 2. Appropriation of Special Reserve (unrealized investing profit under equity method) 3. Distribution of dividends and bonuses in cash ($2.2 per share) 4. Unappropriated retained earnings Total	12,690,257,041 23,076,122,677 1,432,697 -104,887,898
	35,662,924,517
	2,307,612,268 3,159,705,504 17,447,807,496 12,747,799,249
	35,662,924,517
Explanation
1. The proposed distribution is NT$2.2 per share, including dividend of NT$1.474 and bonus of NT$0.726. 2. The total distribution of dividends and bonuses amount to $ 17,447,807,496; all of which are from the net income of 2019. 3. Reversal of Special Reserve is to revert the Special Reserve formerly appropriated from the asset revaluation increments as the relevant assets are disposed. 4. Change in retained earnings resulting from Other Comprehensive Income is the remeasurement of defined benefit obligation. 5. The distribution of dividends and bonuses will be rounded to the nearest dollar for each individual shareholder.

29

Independent Auditors’ Report

To the Board of Directors of NAN YA PLASTICS CORPORATION:

Opinion

We have audited the consolidated financial statements of NAN YA PLASTICS CORPORATION ("the Company") and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, 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 with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

30

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 of the current period. 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. Key audit matters for the Group's financial statements are stated as follows:

1. Revenue recognition

How the matter was addressed in our audit

Please refer to note 4(p) "Revenue recognition" for accounting policy related to revenue recognition, and note 6(u) "Revenue" for information related to revenue recognition of the consolidated financial statements.

The operating performance of the Group has an effect on the distribution to its shareholders and stock price. Thus, their financial performance will have an impact on the users of financial statements. Therefore, the veracity and appropriateness of revenue recognition is a key matter when conducting our audit.

Our principal audit procedures included the following:

• (1) Assessing the accounting policies and appropriateness of revenue recognition (including sales returns and discounts).

• (2) Obtaining the list of the top ten newly-added clients and the list of newly added related parties for the current year, inspecting whether the transaction terms are different for normal clients, and reviewing the Consolidated Company’ s financial position after the reporting period to verify the frequency of the unusual sales returns for the purpose of assessing the appropriateness of revenue recognition.

• (3) Selecting a moderate number of samples from sales invoices to verify that the accounts receivable have been recovered and to ensure that the remitter matches the customer for the purpose of assessing the accuracy of revenue recognition.

• (4) Performing sales cut-off test on the period before and after the financial position date by vouching relevant documents of sales transactions to determine whether sales income, return, and discounts have been appropriately recognized.

• Valuation of inventories

How the matter was addressed in our audit

Please refer to note 4(h) "Inventories" for accounting policy related to valuation of inventories, and note 6(f) "Inventories, net" for information related to valuation of inventories of the consolidated financial statements.

The amount of inventories shall be disclosed by using the lower of cost or net realizable values. Since the net realizable value is influenced by the international raw material pricing, there is a risk that the cost will exceed the net realizable value. Therefore, the valuation of inventories is a key matter when conducting our audit.

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Our principal audit procedures included the following:

• (1) Assessing the appropriateness of inventory valuation policies.

• (2) Ensuring the process of inventory valuation is in conformity with the accounting policies.

• (3) Understanding the net realizable value used by the management, and the variation of the prices in a period after the reporting date, to ensure the appropriateness of the valuation price.

• (4) Assessing whether the disclosure of provision for inventory valuation is appropriate.

Other Matter

We did not audit the financial statements of certain subsidiaries and investee companies, which represented investment in other entities accounted for using the equity method of the Group. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for certain subsidiaries and investee companies, is based solely on the report of other auditors. The financial statements of the aforementioned subsidiaries reflect the total assets constituting 9.8 percent and 9.53 percent of the consolidated total assets as at December 31, 2019 and 2018, respectively; and the total revenues constituting 11 percent and 12.55 percent of the consolidated total revenues for the years ended December 31, 2019 and 2018, respectively . The investment in aforementioned investee companies accounted for using the equity method constituted 14.44 percent and 14.4 percent of the consolidated total assets as at December 31, 2019 and 2018, respectively, and the related share of profit of associated and joint ventures accounted for using the equity method constituted 95.85 percent and 30.19 percent of consolidated total comprehensive income for the years ended December 31, 2019 and 2018, respectively.

The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2019 and 2018, on which we have issued an unmodified opinion.

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 with the IFRSs, IASs, IFRC, 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. 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.

2. 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.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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.

5. 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.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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.

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

The engagement partners on the audit resulting in this independent auditors’ report are

Kuo, Hsin-Yi and Yu, Chi-Lung.

KPMG

Taipei, Taiwan (Republic of China) March 18, 2020

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the 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.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

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Independent Auditors’ Report

To the Board of Directors of NAN YA PLASTICS CORPORATION:

Opinion

We have audited the financial statements of NAN YA PLASTICS CORPORATION (“the Company”), which comprises the statement of financial position as of December 31, 2019 and 2018, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its 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 audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company's financial statements are stated as follows:

1. Revenue recognition

Please refer to note 4(o) "Revenue recognition" for the accounting policy related to revenue recognition, and note 6(s) "Revenue" for information related to revenue recognition for the individual financial statement.

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How the matter was addressed in our audit

Nan Ya Plastics Corporation is a listed company and its operating performance has an effect on distribution to its shareholders and stock price. Thus, its financial performance will have an impact on the users of financial statement. Therefore, the veracity and appropriateness of revenue recognition is a key matter when conducting our audit.

Our principal audit procedures included the following:

• (1) Assessing the accounting policies and appropriateness of revenue recognition (including sales returns and discounts).

• (2) Obtaining the list of the top ten newly-added clients and the list of newly added related parties for the current year, inspecting whether the transaction terms are different for normal clients, and reviewing the Company’s financial position after the reporting period to verify the frequency of unusual sales returns for the purpose of assessing the appropriateness of revenue recognition.

• (3) Selecting a moderate number of samples from sales invoices to verify that the accounts receivable have been recovered and to ensure that the remitter matches the customer for the purpose of assessing the accuracy of revenue recognition.

• (4) Performing sales cut-off test on the period before and after the financial position date by vouching relevant documents of sales transactions to determine whether sales income, return, and discounts have been appropriately recognized.

• Valuation of inventories

Please refer to note 4(g) "Inventories" for the accounting policy related to valuation of inventories, and note 6(f) "Inventories, net" for information related to valuation of inventories for the parent-company-only financial statement.

How the matter was addressed in our audit

The amount of inventories shall be disclosed by lower of cost or net realizable value. Since the net realizable value is influenced by the international raw material pricing, there is a risk that the cost will exceed its net realizable value. Therefore, the valuation of inventories is a key audit matter when conducting the audit of the individual financial statement.

Our principal audit procedures included the following:

• (1) Assessing the appropriateness of inventories valuation policies.

• (2) Ensuring the process of inventory valuation is in conformity with the accounting policies.

• (3) Understanding the net realizable values used by management and the variation of the prices in a period after the reporting date to ensure the appropriateness of the valuation price.

• (4) Assessed whether the disclosure of provision for inventory valuation is appropriate.

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Other Matter

We did not audit the financial statements of certain investee companies, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for aforementioned investee companies, is based solely on the report of other auditors. The investment in aforementioned investee companies accounted for using the equity method constituting 22.75 percent and 22.45 percent of total assets at December 31, 2019 and 2018, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method constituting 40.53 percent and 31.93 percent of total profit before tax for the years ended December 31, 2019 and 2018, respectively.

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

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 financial statements.

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

1. Identify and assess the risks of material misstatement of the 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.

2. 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.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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1. 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 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.

2. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

3. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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

Kou, Hsin-Yi and Yu, Chi-Lung.

KPMG

Taipei, Taiwan (Republic of China) March 18, 2020

Notes to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.

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Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company:

1. Amounts of employees’ cash compensation, stock compensation, and Directors’ com ensation: p

Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company:	Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company:
1. Amounts of employees’ cash compensation, stock compensation, and Directors’ compensation:
Employees Cash Compensation	NT$24,588,045
Employees Stock Compensation	NT$0
Directors Compensation	NT$0
2. Share amount of the employees’ stock compensation and the percentage of the share amount to that of all stock dividend:
Share amount of employees’ stock compensation	0 share
percentage of the share amount to that of all stock dividend	0%

2. Share amount of the employees’ stock compensation and the
percentage of the share amount to that of all stock dividend:
Share amount of employees’ stock compensation 0 share
percentage of the share amount to that of all 0%
stock dividend

The above-listed amount of employees’ cash compensation is consistent with the proposed amount adopted by the Board of Directors of the Company.

Effect upon Business Performance and Earnings Per Share of the Company by the Stock Dividend Distribution Proposed at the 2020 Annual Shareholders’ Meeting:

Not applicable since the Company does not propose the stock dividend distribution at the 2020 Annual Shareholders’ Meeting and does not required to prepare financial forecast information.

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Articles of Incorporation of Nan Ya Plastics Corporation

Amended by the Annual Shareholders’ Meeting on June 19, 2018

Article 1: The Company was originally named Nan Ya Plastics Processing Co., Ltd, incorporated under the Company Act of the Republic of China, and its name was changed to Nan Ya Plastics Corporation upon the resolution of special shareholders’ meeting On August 15, 1967.

Article 2: The scope of business of the Company shall be as follows:

1. C301010 Yarn Spinning Mills

2. C302010 Knit Fabric Mills

3. C303010 Non-woven Fabrics Mills

4. C305010 Printing, Dyeing, and Finishing Mills

5. C601040 Processed Paper Manufacturing

6. C601990 Other Paper Products Manufacturing

7. C801010 Basic Industrial Chemical Manufacturing

8. C801020 Petrochemical Manufacturing

9. C801060 Synthetic Rubber Manufacturing

10. C801100 Synthetic Resin & Plastic Manufacturing

11. C801110 Fertilizer Manufacturing

12. C801120 Manmade Fiber Manufacturing

13. C801990 Other Chemical Materials Manufacturing

14. C802041 Drugs and Medicines Manufacturing

15. C802120 Industrial Catalyst Manufacturing

16. C802170 Poisonous Chemical Material Manufacturing

17. C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing

18. C805010 Plastic Sheets, Pipes and Tubes Manufacturing

19. C805020 Plastic Sheets & Bags Manufacturing

20. C805070 Strengthened Plastic Products Manufacturing

21. C805990 Other Plastic Products Manufacturing

22. C901020 Glass and glass made products

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Manufacturing

1. C901060 Refractory Materials Manufacturing

2. CB01010 Machinery and Equipment Manufacturing

3. CB01030 Pollution Controlling Equipment Manufacturing

4. CB01990 Other Machinery Manufacturing Not Elsewhere Classified

5. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing

6. CC01080 Electronic Parts and Components Manufacturing

7. CC01090 Batteries Manufacturing

8. CQ01010 Die Manufacturing

9. CZ99990 Other Industrial Products Manufacturing Not Elsewhere Classified

10. D101050 Steam and Electricity Paragenesis

11. D401010 Heat Energy Supplying

12. E599010 Pipe Lines Construction

13. E601010 Electric Appliance Construction

14. E603050 Cybernation Equipment Construction

15. E604010 Machinery Installation Construction

16. EZ15010 Warming and Cooling Maintenance Construction

17. HHHHH701020 Industrial Factory Buildings Lease Construction and Development

18. H701040 Specialized Field Construction and Development

19. I199990 Other Consultancy

20. ID01010 Metrological Instruments Identify

21. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified

22. J101030 Waste Clearing

23. J101040 Waste Disposing

24. J101050 Sanitary and Pollution Controlling Services

25. J101060 Wastewater (Sewage) Treatment

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1. CE01021 Metrological Instruments Manufacturing

2. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

3. Article 3: The Company shall have its head office in Kaohsiung City. The Board of Directors may decide to set up subsidiaries, plants and branch offices at various locations within and without the territory of the Republic of China as necessary. Their establishment or change or abolishment shall be managed upon the resolutions of the Board of Directors.

4. Article 4: Public announcements of the Company shall be published in accordance with Article 28 of the Company Act.

5. The Company may provide guarantees for related parties. The total investment amount of the Company may exceed forty percent of the paid-in capital.

6. Article 5: The total capital of the Company shall be in the amount of 79,308,215,890 New Taiwan Dollars, divided into 7,930,821,589 shares, at a par value of 10 New Taiwan Dollars per share, issued in full.

7. Article 6: The Company may be exempted from printing any share certificates in accordance with relevant regulations. However, those shares shall be registered in a centralized securities depository enterprise.

8. Article 7: (deleted) Article 8: (deleted) Article 9: The shareholders shall submit their seal specimen to the Company for record. Afterward, the shareholders shall receive the dividend or exercise their rights in writing against the specimen kept by the Company.

9. Article 10: In the event that the seal specimen is lost or stolen, the shareholders shall fill out the application of lost seal with detailed share certificate numbers and shares and submit the same along with identity documents and copies, new seal specimen and share certificates to the Company for

42

registration. The new seal card will be replaced upon approval and will be effective on the next day of completed registration.

When preceding replacement of seal specimen is entrusted to others or managed by communication, the individual shareholder shall also have the seal certificate issued by the Householder Registration Office enclosed; while the application shall be enclosed by the corporate shareholders.

Article 11: No transfer of share certificates shall be permitted within 60 days prior to a regular shareholders’ meeting, 30 days prior to a special shareholders’ meeting, or within 5 days prior to the record day on which a dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Article 12: The shareholders’ meetings of the Company are divided into two types as follows:

Regular meetings: shall be convened by the Board of Directors within 6 months after the close of each fiscal year.

Special meetings: shall be convened pursuant to Company Act as necessary.

The notice and announcement of regular shareholders’ meeting shall be given to shareholders within 30 days in advance, while the notice and announcement of the special shareholders’ meetings shall be given to shareholders within 15 days in advance.

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.

Article 13: Each share of stock owned by shareholders shall be entitled for one vote, except for those shares without voting rights as set forth in Article 179, paragraph 2 of the Company Act.

If a shareholder is unable to attend a meeting, who may

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sign and show the proxy with extinct scope of authorization issued and appoint a representative to attend it. Except for the trust business or stock affairs agency as approved by the competent securities authority, the voting rights of a shareholder representing two and more shareholders shall not exceed 3% of total shares issued and the voting shares exceeding the percentage will be excluded from the calculation. After the proxy is delivered to the Company, the shareholder shall give written notice of proxy cancellation at least two days before the meeting if the shareholder intends to attend the meeting in person or to exercise voting rights in writing or via electronic method. For cancellation beyond the deadline, the voting rights exercised by the proxy shall prevail.

Article 14: Except otherwise provided in the Company Act, the resolutions of shareholders’ meeting shall be adopted by a majority vote of the shareholders’ present, who represent more than one-half of the total number of voting shares.

Revolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting. The electronic method may be adopted for the production and distribution of meeting minutes.

The distribution of preceding meeting minutes may be replaced by the announcement made on the MOPS.

Article 15: The Chairman of the Board of Directors shall preside over the shareholders’ meetings. In the Chairman’s absence or in case that the Chairman is unable to exercise rights for causes, the Vice Chairman shall act on his

44

behalf. In the absence of in case that the Vice Chairman is unable to exercise rights for causes, the Chairman of the Board of Directors shall designate one Managing Director to act on his behalf. If the Chairman of the Board of Directors does not designate any proxy to preside over the meeting, the Managing Directors shall elect one from among themselves as the chairman.

Article 16: The Company shall have 11 to 15 directors, to be elected at the shareholders’ meeting from the nominees listed in the roster of candidates under the candidate nomination system. The terms of office of directors shall be three years and they shall be eligible for re-election. The total number of shares held by the directors of the Company shall follow the rules promulgated by the competent securities authority.

The Company shall have three independent directors among the directors above. The matters regarding method of nomination and other matters shall be conducted in accordance with the Company Act and related regulations of competent securities authority.

The Company shall have the Audit Committee organized by all independent directors in accordance with Article 14-4 of the Securities Exchange Act. For matters regarding the competence and related events, the Company shall follow the Securities Exchange Act and other relevant laws and regulations.

The Board of Directors is authorized to determine the compensation of directors according to their degree of participation and contribution with normal standard in the same industry.

The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

Article 17: The directors constitute the Board of Directors and shall elect at least three Managing Directors, which shall not more than one-third of total number of the directors, from

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among themselves by a majority vote at a meeting attended by over two-thirds of the directors. At least one of the Managing Directors shall be an independent director. Meanwhile, the Managing Directors shall elect among them a Chairman and a vice Chairman by way of preceding election. The Chairman shall represent the Company.

Article 18:

The Chairman of the Board of Directors shall preside of the meeting of the Board of Directors. In the absence of the Chairman or in case that he is unable to exercise rights for causes, the Vice Chairman of the Board of Directors shall act on his behalf. If the Vice Chairman is absent or in case that he is unable to exercise rights for causes, the Chairman of the Board of Directors shall designate one of the Managing Directors to act on behalf of him. If the Chairman of the Board of Directors does not designate any deputy on his behalf, the Managing Directors or Directors of the Board shall elect one from among themselves as deputy.

Unless there is regulation specified otherwise in the Company Act, the resolutions of the Board of Directors of the Company shall be adopted by a majority vote of the shareholders’ present, who represent more than one-half of the total number of voting shares.

The directors shall attend meeting in person. Except for regulations provided otherwise by the Company Act for directors living abroad, if any Director of the Board of the Company cannot attend the meeting for causes, he may issue a written proxy to other directors for attending the meeting. However, a director may accept the appointment to act as the proxy with extinct extent of authorization of one other director only. In case a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

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In calling a meeting of the Board of Directors, the notice with reasons specified shall be given to all directors within 7 days in advance. However, the meeting may be convened anytime for emergency events. The notice of the meeting of the Board of Directors may be made in writing, email or facsimile.

Article 19: The functions and powers of Board of Directors:

1. Review important articles and bylaws of the Company.

2. Review operational guidelines of the Company.

3. Draw up the budget and final account of the Company.

4. Prepare the proposal concerning the appropriation of net profits of the Company.

5. Prepare the capital increment or reduction of the Company.

6. Employ or discharge important personnel of the Company.

7. Review business reports of the Company.

8. Determine the procurement and disposition of important properties of the Company.

9. Other functions empowered by the laws and regulations and shareholders’ meeting.

The Board of the Directors may authorize the Chairman to exercise functions of the Board during the adjourned period. Except for the material interest or related parties transactions involved to be resolved by the Board of Directors pursuant to the laws of related articles, the content of authorization is as follows:

1. Approve all important contracts.

2. Approve the mortgage loan of real estate and other loans.

3. Approve acquisition or disposal of the general assets and real estate.

4. Assign the directors and supervisors of the investee.

5. Approve the record date of capital increment or reduction and divided distribution.

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Article 20: (deleted) Article 21: The Company may have certain number of managers. Their employment, discharge and compensation shall be managed in accordance with Article 29 of the Company Act.

• Article 22: (deleted) Article 23: The president shall manage the daily operation of the Company pursuant to the order of Chairman and the resolutions of the Board of Directors.

• Article 24: The fiscal year of the Company shall be from January 1 to December 31 every year. After the close of each fiscal year, the Board of Directors shall prepare following statements and records and submit the same to the general meeting of shareholders for ratification:

• 1.The business report;

• 2.The financial statements; and

• 3.The surplus earning distribution or loss off-setting proposals.

• Article 25: When allocating the net profits for each fiscal year, the Company shall set aside 0.05% to 0.5% of the balance of pre-tax profit prior to deducting employees compensation as compensation of employees. However, the Company's accumulated losses shall have been covered.

The resolution of employees compensation pursuant to Article 235-1 of the Company Act.

Article 26: Where there is surplus of the annual final account, when allocating the net profits for each fiscal year, the Company shall first pay its income tax and offset its prior years’ accumulated losses and set aside 10% legal capital reserve and special earning reserve as necessary followed by the dividend. For remaining surplus incorporated with the accumulated earning in previous years, the Board of Directors shall prepare the proposal concerning the appropriation of net profits and submit the same to the shareholders’ meeting for resolution.

Preceding special earning reserves include:

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• 1.The earning reserved recognized for special purpose

• Investment income recognized under the equity method

• The net assessment income recognized due to financial product transactions, however, when the accumulated amount is reduced, the equal amount of special earning reserve shall be reduced simultaneously and up to the reserved number.

• Other special earning reserve pursuant to laws and regulations

The Company is in matured phase of business cycle with stable profit every year. The dividend policies adopt the combination of cash dividend, capital increment by earning and by capital reserve. At least 50% of distributable earning deducted by the legal and special reserve shall be distributed, and the cash dividend shall be prioritized. Meanwhile, the percentage of capital increment by earning and capital reserve shall not exceed 50% of all dividend in that year.

Article 27: The bylaws and enforcement rules of the Company shall be established otherwise.

Article 28: Matters not provided for in these Articles of Incorporation shall be governed by the Company Act and other relevant laws.

Article 29: These Articles of Incorporation were adopted on July 26, 1958. The 1st Amendment was on July 15, 1960, 2nd Amendment on June 25, 1961, 3rd Amendment on July 15, 1962, 4th Amendment on Sept. 15, 1962, 5th Amendment on Nov. 3, 1962, 6th Amendment on Dec. 16, 1962, 7th Amendment on Jan. 31, 1963, 8th Amendment on Apr. 22, 1963, 9th Amendment on Apr. 15, 1964, 10th Amendment on Oct. 20, 1964, 11th Amendment on Apr. 13, 1965, 12th Amendment on Aug. 3, 1965, 13th Amendment on May 15, 1966, 14th Amendment on Sept. 12, 1966, 15th Amendment on Apr. 1, 1967, 16th Amendment on Aug. 15, 1967, 17th

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Amendment on Mar. 21, 1968, 18th Amendment on Apr. 11, 1969, 19th Amendment on Apr. 11, 1970, 20th Amendment on Apr. 10, 1971, 21st Amendment on Mar. 11, 1972, 22nd Amendment on Mar. 10, 1973, 23rd Amendment on Mar. 11, 1974, 24th Amendment on Mar. 20, 1975, 25th Amendment on Mar. 22, 1976, 26th Amendment on Aug. 27, 1976, 27th Amendment on Mar. 23, 1977, 28th Amendment on Mar. 20, 1978, 29th Amendment on Mar. 19, 1979, 30th Amendment on Mar. 19, 1980, 31st Amendment on Mar. 20, 1981, 32nd Amendment on Apr. 2, 1982, 33rd Amendment on Apr. 1, 1983, 34th Amendment on Apr. 6, 1984, 35th Amendment on Apr. 8, 1985, 36th Amendment on Apr. 7, 1986, 37th Amendment on Mar. 26, 1987, 38th Amendment on Apr. 14, 1988, 39th Amendment on Apr. 14, 1989, 40th Amendment on Apr. 27, 1990, 41st Amendment on Apr. 30, 1991, 42nd Amendment on Apr. 30, 1992, 43rd Amendment on Apr. 30, 1993, 44th Amendment on Apr. 12, 1994, 45th Amendment on Apr. 26, 1995, 46th Amendment on May 8, 1996, 47th Amendment on May 20, 1997, 48th Amendment on May 22, 1998, 49th Amendment on June 10, 1999, 50th Amendment on June 9, 2000, 51st Amendment on May 29, 2001, 52nd Amendment on May 31, 2002, 53rd Amendment on June 6, 2003, 54th Amendment on May 21, 2004, 55th Amendment on June 3, 2005, 56th Amendment on June 23, 2006, 57th Amendment on June 22, 2007, 58th Amendment on June 13, 2008, 59th Amendment on June 11, 2009, 60th Amendment on June 22, 2010, 61st Amendment on June 21, 2011, 62nd Amendment on June 21, 2012, 63rd Amendment on June 24, 2013, 64th Amendment on June 19, 2014, 65th Amendment on June 23, 2015. The articles in related with addition of Audit Committee and deletion of Supervisors will be applied upon the expiry of the term of office of Supervisors selected in the shareholders’

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meeting on June 24, 2013. The 66th Amendment on June 23, 2016, 67th Amendment on June 19, 2018.

Rules of Procedure for Shareholders’ Meetings of Nan Ya Plastics Corporation

Amended by the Annual Shareholders’ Meeting on June 20, 2017

• Article 1: To establish a strong governance system and sound supervisory capabilities for the Company's shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best Practice Principles for Taiwan Stock Exchange Corp (“TWSE”)/ Taipei Exchange (“TPEx”) Listed Companies.

• Article 2: The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.

• Article 3: Unless otherwise provided by law or regulation, the Company's Shareholders’ Meetings shall be convened by the Board of Directors.

• A notice to convene an annual shareholders’ meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; while a notice may be given to registered shareholders who own less than 1,000 shares of nominal stocks no later than 30 days prior to the scheduled meeting date in the form of a public announcement on the Market Observation Post System (MOPS) of the TWSE. A notice to convene a special shareholders’ meeting shall be given to each shareholders no later than 15 days prior to the scheduled meeting date. A public notice may be given to registered shareholders who own less than 1,000 shares of nominal stocks no later than 15 days prior to the scheduled meeting date in the form of a public announcement on the MOPS of the TWSE.

To convene a shareholders’ meeting, the Company shall

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prepare a meeting handbook. The Company shall prepare electronic versions of a shareholders’ meeting notice and proxy forms, and causes of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the MOPS no later than 30 days prior to the scheduled Annual Shareholders’ Meeting date or no later than 15 days prior to the scheduled Special Shareholders’ Meeting date. The Company shall prepare electronic versions of a shareholders’ meeting handbook and supplemental meeting materials and upload them to the MOPS no later than 21 days prior to the scheduled Annual Shareholders’ Meeting date or no later than 15 days prior to the scheduled Special Shareholders’ Meeting date. In addition, the Company shall also have prepared a shareholders’ meeting handbook and supplemental meeting materials and made them available for review by shareholders at any time no later than 15 days prior to the scheduled Shareholders’ Meeting date. The Meeting Agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent engaged by the Company as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under paragraph 1 of Article 185 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the causes to convene the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number

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of issued shares may submit to the Company a written proposal for discussion at an annual shareholders’ meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the Meeting Agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda.

Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the Annual Shareholders’ Meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ Meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4:

For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the power authorized to the proxy.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company no later than 5 days prior to the Shareholders’ Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to revoke the previous proxy

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appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights in writing or by way of electronic transmission, a written notice of proxy rescission shall be submitted to the Company no later than 2 days prior to the meeting date. If the rescission notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 6: The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company shall not impose arbitrary requirements on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also bring identification documents for verification.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a

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shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Director to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair.

When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman, that a majority of the Directors attend in person, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the Shareholders Meeting minutes. If a shareholders’ meeting is convened by a party having the convening right but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

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Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

• Article 9: Quorum at shareholders’ meetings shall be calculated based on numbers of shares. The quorum shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by way of electronic transmission.

The Chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of

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the Company Act.

• Article 10: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

• The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party having the convening right that is not the Board of Directors. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the Chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by a majority of the votes represented by the attending shareholders, and then continue the meeting.

The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and call for a vote.

• Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the Chair, a shareholder may not

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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.

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.

When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.

Article 12: Voting at a shareholders’ meeting shall be calculated based on the number of shares.

With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

In case a director of the Company has created a pledge on the Company’s shares more than half of the Company’s shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised.

The number of shares for which voting rights may not be exercised under the preceding two paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a stock agency approved by the competent securities authority, when one

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person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of voting shares, otherwise, the portion of excessive voting rights shall not be counted.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under paragraph 2 of Article 179 of the Company Act.

When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights in writing or by way of electronic transmission. When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights in writing or by way of electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations of intent are delivered, the one received earliest by the Company shall prevail, except when a declaration is made to revoke the earlier declaration of intention.

After a shareholder has exercised voting rights in writing or by way of electronic transmission, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to rescind the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, no later than 2 days prior to the scheduled shareholders’ meeting date. If the notice of rescission is

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submitted after that time, the voting rights already exercised in writing or by way of electronic transmission shall prevail. When a shareholder has exercised voting rights both in writing or by way of electronic transmission and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the

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names of those elected as directors and the numbers of votes with which they were elected.

• The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

• Article 15: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

• The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

• The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.

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

• If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under TWSE regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

• Article 17: Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

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The Chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chair may prevent the shareholder from so doing.

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.

• Article 18: When a meeting is in progress, the Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

• Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

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Nan Ya Plastics Corporation Shareholdings of Directors

Title	Name	Account No.	Shareholding (share)
Chairman	Chia Chau, Wu	016681	79,030
ManagingDirector	Wen Yuan, Wong	273986	37,263,311
Managing Director	Wilfred Wang Representative of Formosa Petrochemical Corporation	260221	179,214,423
ManagingDirector	RueyYu, Wang	073127	19,052,421
Managing Director (Independent Director)	Chih Kang, Wang	-	0
Independent Director	Yi Fu, Lin	-	0
Independent Director	Yun Peng, Chu	055680	1,199
Director	MingJen, Tzou	427610	188,742
Director	Shen Yi, Lee Representative of Formosa Chemicals &Fibre Corporation	006090	413,327,750
Director	Zo Chun, Jen Representative of Formosa Plastics Corporation	005658	783,356,866
Director	Kuei Yung, Wang	445487	11,164,271
Director	FongChin, Lin	253418	25,458
Director	Sin Yi, Huang	026459	806
Director	ChengChung, Lee	-	0
Director	Ching Cheng , Chang Representative of Freedom Internation Enterprise Company	655362	3,287,472

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Note: According to Article 26 of the Securities and Exchange Act, the minimum of the Directors are shareholdings Company’s 126,893,146 shares. As of April 14, 2020, the actual shareholdings of the Company’s Directors are 1,446,961,749 shares.

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