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NPC AGM Information 2020

Aug 19, 2020

51763_rns_2020-08-19_aef0e8e2-f59f-44f2-be69-38deede31bd7.pdf

AGM Information

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Table of Contents

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

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

1

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.

2

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.

3

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.

4

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),

5

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

6

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

7

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

8

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

9

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

10

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

11

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:

12

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:

13

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.

14

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.

15

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

16

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.

17

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

18

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

19

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:

20

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

21

(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