AI assistant
NPC — AGM Information 2021
Aug 5, 2021
51763_rns_2021-08-05_f54c0d25-9353-430a-b553-b4f4e257e3d2.pdf
AGM Information
Open in viewerOpens in your device viewer
NAN YA PLASTICS CORPORATION
2021 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 22, 2021
Table of Contents
Meeting Procedure …….…………………………………… Page 1 Meeting Agenda ..………..………………..………………… Page 2 Report Items …..…………………………………………… Page 3 Ratification Items ……………………………………………. Page 14 Discussion Items .…………………………..…………… Page 16 Appendices ………………………………………………… Page 37
-
Independent Auditor’s Report
-
Information regarding the Proposed Employees and Directors’ Compensation approved 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 Annual Shareholders’ Meeting
-
Articles of Incorporation of the Company
-
Rules for Election of Directors of the Company
-
Rules of Procedure for Shareholders’ Meeting of the Company
-
Current Shareholdings of Directors of the Company
NAN YA PLASTICS CORPORATION 2021 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE
-
Call Meeting to Order
-
Chairman’s Address
-
Report Items
-
Ratification Items
-
Discussion Items
-
Extraordinary Motions
-
Meeting Adjourned
1
NAN YA PLASTICS CORPORATION 2021 ANNUAL SHAREHOLDERS’ MEETING AGENDA
Time: 10:00 a.m., Tuesday June 22, 2021
Venue: 5F, Convention Center, Sunworld Dynasty Hotel
- (No. 100 Dun Hua North Road, Taipei, Taiwan)
-
Report Items
-
(1) Business Report of 2020
-
(2) Audit Committee’ Review Report on the 2020 Financial Statements
-
(3) Distribution of 2020 Employees Compensation
-
(4) Issue of 2020 Domestic Unsecured Ordinary Corporate Bonds
-
Ratification Items
-
(1) Please approve the 2020 Business Report and Financial Statements as required by the Company Act.
-
(2) Please approve the Proposal for Distribution of 2020 Profits as required by the Company Act.
-
Discussion Items
-
(1) Amendment to the Rules for Election of Directors of the Company submitted for discussion.
-
(2) Amendment to the Rules of Procedure for Shareholders’ Meetings of the Company submitted for discussion.
-
(3) To Approve Appropriateness of Releasing a Director of the Company from Non-Competition Restrictions.
2
Report Items
-
About the Company’s business operation condition of 2020, please refer to Business Report for further details (on page 5 of the Handbook.) which is hereby reported for record.
-
The Company’s Audit Committee members reviewed the 2020 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 13 of the Handbook.)
-
The company has issued the report on compensation distributed to its employees for 2020.
-
The pre-tax profit prior to deducting employees’ compensation distributable for 2020 is NT$27,656,831,632. The company has no accumulated losses. Adopted by the Board Meeting on March 18, 2021, 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$27,656,832 which shall be distributed in cash. The above is hereby reported for record.
-
Issue of NT$10 Billion Domestic Unsecured Ordinary Corporate Bonds in 2020.
-
(1) To raise long-term funds to pay off loans, the Board of Directors resolved to issue domestic unsecured ordinary corporate bonds of NT$10 Billion in 2020. The corporate bonds were issued on September 24, 2020.
-
(2) According to the different issuance conditions, the bonds are divided into 3 tranche, namely A, B and C, and described in the following table respectively for future reference.
3
| Corporate Bond Type | 1stdomestic unsecured corporate bond for 2020 |
|---|---|
| Total price | Tranche A: NT$ 3,200,000,000 Tranche B: NT$ 3,800,000,000 Tranche C: NT$3,000,000,000 |
| Issue date | 2020.09.24 |
| Coupon rate | Tranche A: 0.49% p.a. Tranche B: 0.58% p.a. Tranche C: 0.62%p.a. |
| Tenor | Tranche A:05 years Tranche B:07 years Tranche C: 10years |
| Coupon Frequency | Annual. Interest shall be paid as simple interest rate. |
| Repayment method | The Company will redeem 50% of the principal at one year before maturity and redeem the rest 50% at maturity for each tenor |
4
NAN YA PLASTICS CORPORATION
1.2020 Business Report
In 2020, Nan Ya Plastics Corp. (NPC) recorded a consolidated revenue of NT$ 273.35 billion, 4.5% lower than NT$ 286.30 billion in 2019; and a consolidated pre-tax income of NT$ 30.44 billion, a growth of 14.1% compared to NT$ 26.69 billion in 2019.
Facing the pandemic at the beginning of 2020, the industry made a transition—from a passive response to an active adaptation; and from lowering the impact to seeking a new economy and business opportunities. Therefore, despite a decrease in the cumulative revenue for the whole year and a significant drop in non-operating income generated from investments under the equity method due to unfavorable external factors such as the pandemic and fluctuation in oil prices, the operating profit of the business still increased quarter by quarter and reached the peak in the fourth quarter. With the profit generated from core business, the consolidated pre-tax income still grew amidst unfavorable conditions.
The four major product categories of NPC operations are plastic processing, chemicals, polyesters, and electronic materials.
For plastic processing products, NPC continued to engage in the research and development of new applications, new materials, and products that meet environmental protection trends and have unique specifications. It increased the proportion of production and sales of differentiated and high-value products and deployed automated monitoring equipment to ensure the quality stability of the production process. In addition, the Company expanded into high-end and emerging markets with potential through e-commerce and online marketing to boost sales volume, increase utilization rate, and lower costs. Furthermore, NPC provided customers with satisfying services by leveraging its advantages of
5
domestic and overseas production sites in Taiwan, China, the United States, and Vietnam, and timely adjusting plants' production and sales. Although plastic processing products saw a slight decrease in revenue due to the challenges posed by the pandemic, the profit still increased thanks to the extensive efforts exerted by various parties.
In terms of petrochemical products, in line with vertical integration and division of labor in the 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), 2-ethylhexanol (2EH), and epoxy resin (Epoxy), have been vertically integrated into upstream and downstream industries to form a complete supply chain that supports the development of downstream industries such as polyester, electronics, and plastic processing, respectively.
Due to the outbreak of COVID-19 in 2020, the overall petrochemical products were affected by the dramatic oil price drop and low raw material prices in the first half of the year, resulting in a decline in revenue of all products. However, from the second half of the year, Bisphenol-A (BPA) prices went up significantly because of the strong downstream demand for epoxy that is used for wind power applications, together with supply shortages in the market caused by the unexpected shutdowns of main competitors. Regarding the series products of plasticizers, the demand for pharmaceutical grade gloves surged because of measures to prevent COVID-19 and further drove up the prices of plasticizers such as 2EH, DOTP, and DEHP. Therefore, the overall petrochemical products saw growth in profit.
For polyester products, the sale of polyester products saw a drastic drop because the global economy was hit hard by the novel coronavirus pandemic in early 2020. However, as major countries restarted their economic activities and downstream brand companies resumed procurement, textile factories started to receive a large number of orders,
6
especially orders for filament made from recycled PET bottles. With the adjustment of sales portfolio, the overall operation saw a significant improvement starting from the fourth quarter of 2020.
Because of the increasing awareness of environmental protection worldwide, there are unlimited business opportunities in recycling and the circular economy. NPC has been actively investing in the research and development of relevant products—those made with recycled materials from PET bottles, oceans, and textile, as well as biodegradable and green-energy products. It also expanded the application of fiber products to segment the market and to expand business scope; improved equipment; and made production adjustments in the hope of pursuing the optimal product portfolio and achieving profit growth.
In respect of electronic materials, the impact of the COVID-19 pandemic in 2020 gave rise to a new economy and new business opportunities such as the stay-at-home economy, and remote working and learning, which led to strong demand for computers, laptops, and network communication equipment. As a result, the market conditions in the electronic industry recovered month by month. Moreover, the demand for epoxy resins was strong because of China's policy support in wind power. Furthermore, starting from the fourth quarter, the automotive electronics market saw quick rebound while the market snapped up with supplies due to shortages in the overall supply chains. In addition, the volume and price of electronic materials were driven up by price hikes in copper. Therefore, the electronic materials recorded the highest revenue, with a significant increase in profit compared with 2019.
Countries will adopt stronger new energy vehicle policies in the future, which will accelerate the development of lithium batteries. Moreover, the promotion of the stay-at-home economy, 5G communications, vehicle panels, and innovative applications driven by the Internet will boost the demand for electronic materials and upstream raw materials. In light of
7
this, NPC will leverage its comprehensive vertical integration between the upstream and downstream to accelerate the adjustment of production and sales strategies, respond to market development and trends through transformation, actively promote differentiated products, increase sales proportion of niche products with high added value and performance, flexibly adjust the production capacity in Taiwan and China in the hope of driving both revenue and profit growth again.
Nan Ya Printed Circuit Board Corp. (Nan Ya PCB), which is invested by NPC, has long been focusing on the development and production of circuit boards and IC package substrates. Being optimistic with the demand for 5G infrastructure, Nan Ya PCB has taken an advanced move in the development of related products. The sales of advanced network communication substrates continued to grow in 2020, and the sales of graphic chip substrates was better than expected because of COVID-19 that led to the demand for remote working, conference calls, and the stay-at-home economy. In addition, the demand for System-in-Package substrates increased significantly as more applications became available, and semiconductor companies scrambled for production capacity due to insufficient supplies of high-end IC panels worldwide, thereby making 2020 a remarkable year for Nan Ya PCB after its transformation.
In response to the future development trend of semiconductors, Nan Ya PCB has actively strengthened its research and development capabilities and continued to expand the production capacity of IC packaging substrates to increase its production proportion of high-density interconnection boards for the purpose of meeting the market demand. In the future, Nan Ya PCB will work closely with customers to obtain more orders for niche products, increase the proportion of high-value products, and continue to optimize the manufacturing processes to improve yield, so that its operational performance will continue to grow. Moreover, the Kuanshan factory that will begin ABF production in the first quarter of 2021 is expected to help increase revenue and profit due to demand
8
brought by AI applications and 5G network deployments.
Nan Ya Technology Corp., another company invested by NPC, is committed to the development, manufacture, and sales of dynamic random-access memory (DRAM) products. As the global economic development was affected by the outbreak of COVID-19 in 2020, the overall DRAM market condition worsened than expected. In addition, the China-US trade war affected the delivery of DRAM to some customers in China. Meanwhile, the significant appreciation of the New Taiwan Dollar also affected revenue and profit. In the face of unfavorable external factors, the Company still leveraged its technological independence and innovation. Also, the Company successfully introduced its products to data center customers in the United States, China, and Europe by optimizing the 20nm product portfolio and strengthening the application of server products, and gradually launched a number of low power products to expand and diversify product applications. In addition, the Company actively deployed its own technologies, completed the installation of trial production lines for the manufacturing technologies of the first-generation 10nm (1A), and began the trial production of the first 8Gb DDR4.
In 2021, the Company will continue to focus on 1A leading products in terms of the certification and mass production of 8Gb DDR4 and the trial production of the next-generation DDR5 and simultaneously accelerate the manufacturing technologies and product development of the second-generation 10nm (1B). Meanwhile, the Company will optimize the 20nm product portfolio and enhance competitiveness to provide customers with the best memory solutions. In addition, the expansion project for new production capacity is in progress. The Company's operational performance is promising because in the future it will gradually increase the capacity to meet the market demand and satisfy the diversified applications required by the market by launching new products through the advanced manufacturing process.
9
2.2020 Operating Status
The consolidated operating revenue was NT$273.35 billion in 2020, a decrease of NT$12.95 billion, 4.5% over NT$286.30 billion in 2019. Deducted operating costs NT$233.76 billion and selling expenses and administrative expenses NT$18.37 billion the operating income of 2020 was NT$21.22 billion and net operating income was 7.8% which increased 114.7% compared with NT$9.88 billion in 2020. Added up non-operating income and expenses NT$ 9.22 billion the pre-tax income of 2020 was NT$30.44 billion and the pre-tax income margin was 11.1% an increase of 14.1% over NT$26.68 billion in 2019.
3.2021 Business Outlook
Looking forward to 2021, although the world is still affected by the pandemic, the economy and demand are expected to gradually recover as many countries have granted market approval of vaccines and started vaccination programs. The global economic outlook in 2021 is optimistic compared to that of 2020 because of the price hike in global crude oil and raw materials, along with 5G application and promotion.
In terms of the trade war, it is expected that it is difficult to change the landscape of the China-US confrontation. However, the United States, a country that is still suffering from the challenges posed by COVID-19, will mainly focus on policies to control the pandemic and revive the economy. Thus, it is still not clear that if the U.S. will continue imposing sanctions on China. However, the global economy will still be impacted if the China-US conflicts in trade and technology continue or move to the next level.
In addition, the Regional Comprehensive Economic Partnership (RCEP), which covers 30% of global GDP and population, was signed in November 2020. However, Taiwan is excluded from RCEP. If China, Japan, and Korea carry out tariff reductions, the petrochemical industry
10
could be impacted the most. Although Taiwan may not be impacted significantly in the short term, it could be hit in the long run due to the regional magnetic effect.
With the complex global situation, maintaining stable growth and profit is still the most important goal. Therefore, NPC will seize the opportunities to develop technological innovation and application, environmental protection, and the circular economy. In addition to continuously strengthening the four business focuses, the Company will also enhance its market expansion, increase capacity utilization, reduce costs, strengthen research and development capabilities, and increase the proportion of differentiated and high-value products to achieve profit growth. Meanwhile, the Company will integrate the circular economy into process optimization, and constantly improve and upgrade the efficiency of existing equipment/production lines by introducing AI in order to create maximum benefit with minimum investment, attain intellectualization in the production process, and achieve the goals of reduction, reuse, and resource recycling.
In addition, the Company will further perfect and expand the electronic material industry in terms of its integrity of vertical integration, supply stability, quality consistency, and product categories. The Company will strive to enhance the overall operating performance by taking electronic materials as the main driver for its core business.
In response to subsequent market demand, trade tariffs between the United States and China, and the localization of advanced materials, the Company will closely tap into market supply and demand through its diverse production deployments in Taiwan, China, the United States, and Vietnam. In addition to the new plant for ethylene glycol in Texas, USA, that has commenced production at the end of 2020, a number of investments will also be completed to start production this year, including high-value copper foil, polyester film, and high-end PP synthetic paper
11
produced by plants in Taiwan, aluminum plastic film by plants in Nantong, China, and glass fiber by Huizhou plants. For the next several years, apart from the expansion projects of OL-3 plants in Texas and Louisiana of the United States through joint ventures, the Company also participates in the plant expansion projects for copper foil in Huizhou, China, and Bisphenol-A (BPA) in Ningbo. NPC will develop new products and increase production capacity based on the future market conditions to continuously drive the growth of the Company's business performance.
Chairman: Chia Chau, Wu President: Ming Jen, Tzou In-charge Accountant: Li Ta, Pai
12
NAN YA PLASTICS CORPORATION Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2020 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, 2021
13
Ratification Items Proposal 1
Proposal: For approval of the 2020 Business Report and Financial Statements as required by the Company Act.
Proposed by the Board of Directors
Explanation:
-
The preparation of the Company’s 2020 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on March 18, 2021, 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.
-
For the aforementioned Business Report, please refer to page 5 through page 12 of the Meeting Handbook. As for the Financial Statements, please refer to page 28 through page 35 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution:
14
Ratification Items Proposal 2
Proposal: For Approval of the Proposal for Distribution of 2020 Profits as required by the Company Act.
Proposed by the Board of Directors
Attachment:
Please refer to page 36 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, 2021.
Resolution:
15
Discussion Items Proposal 1
Proposal: Amendment to the Rules for Election of Directors 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. 1090009468 dated June 3, 2020 by the Taiwan Stock Exchange Corporation, certain articles of the Rules for Election of Directors 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 | Current Article | Amended Article | Reason for Amendment |
|---|---|---|---|
| Article 5 | (above 3 paragraph omitted) When providing a recommended slate of director candidates, a shareholder or the Board of Directors shallinclude in the documentation attached theretoeach nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant |
(above 3 paragraph omitted) When providing a recommended slate of director candidates, a shareholder or the Board of Directors shalldescribeeach nominee's name, educational background, andwork experience. |
Amended in accordance with Article 192-1 of the Company Act. |
documentary proof. |
16
| The Board of Directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director nominee;except under any of the following circumstances, all qualified nominees shall be includedin the slate of director candidates: 1. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. Where the number of nominees exceeds the number of directors to be elected. 4. Where therelevant documentary proof |
The Board of Directors, or other person having the authority to call a shareholders' meeting, except under any of the following circumstances,shall includeall qualified nominees in the slate of director candidates: 1. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. Where the number of nominees exceeds the number of directors to be elected. 4. Where the nominating |
||
|---|---|---|---|
17
| required under the preceding paragraph is not attached. |
shareholder fails to | ||||
|---|---|---|---|---|---|
| describe the nominee's name, educational background, and work experience. |
|||||
| Article 6 | The Board of Directors shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots. |
The Board of Directorsor other person having the authority to call a shareholders' meeting shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots. |
The Company Act amendment stipulates a shareholders' meeting need not be convened by the Board of Directors. Therefore, ballots may be prepared by other person having the authority to call a shareholders' meeting. |
||
| Article 7 | If a candidate is a shareholder,a voter must fill the candidate's accountnameand shareholder account numberin the "candidate" column of |
A voter must fill the director candidate's fullname in the "candidate" column of the ballotbased on the director |
Because the Company adopts the candidates nomination system,the |
18
| the ballot; If a candidate is a non-shareholder, the voter shall fill the candidate's full name and |
the ballot; If a candidate is a non-shareholder, the voter shall fill the candidate's full name and |
candidate list. | Rules for Election of Directors of the Company is amended. |
|
|---|---|---|---|---|
| identity card number. | ||||
| Article 8 | A ballot shall be deemed void under the following conditions: 1.The ballot was not prepared as Article 6 stated; or 2.The ballot has more than one candidate’s name filled; or 3.Other words or marks are filled in addition to the information Article 7 stated; or 4.A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or 5. The writing is unclear and indecipherable; or 6.The candidate whose name is filled in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those |
A ballot shall be deemed void under the following conditions: 1. The ballot was not prepared as Article 6 stated; or 2. The ballot has more than one candidate’s name filled; or. 3. Other words or marks are filled in addition to the information Article 7 stated; or 4. The candidate’s full name filled in the ballot does not conform to the director candidate list after verification; or 5. The writing is unclear and indecipherable. |
Because the Company adopts the candidates nomination system, the Rules for Election of Directors of the Company is amended. |
|
but the candidate's account name and shareholder account number do not conform with those |
19
given in the shareholder register, or the candidate whose name is filled in the ballot is a - non shareholder, and a - cross check shows that the candidate's name and identity card number do not match.
Resolution:
20
Discussion Items Proposal 2
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. 1090009468 dated June 3, 2020 and Tai-Cheng-Chih-Li-Zi No. 1100001446 dated January 28, 2021 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 | Current Article | Amended Article | Reason for Amendment |
|---|---|---|---|
| Article 3 | (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 |
(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 |
1. Amended in accordance with the order Tai-Cheng-Chih -Li-Zi No. 1090009468 dated Jane 3, 2020 and the order Tai-Cheng-Chih -Li-Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock Exchange Corporation. 2. Amended in accordance with Article 172-1 |
21
| any matter under Paragraph 1 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 |
any matter under Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion. 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 |
Item 5 of the Company Act and the order Jing-Shang-Zi No. 10700105410 by the Ministry of Economic Affairs. |
|
|---|---|---|---|
22
| shareholders’ meeting. 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 |
shareholders’ meeting. 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. 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.A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill social |
||
|---|---|---|---|
23
| 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. (below omitted) |
responsibilities, and | ||
|---|---|---|---|
the providing procedure shall be in accordance with Article 172-1 of the Company Act. (below omitted) |
|||
| 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. |
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,and meanwhile shall announce the related information |
Amended in accordance with the order Tai-Cheng-Chih-Li -Zi No. 1100001446 dated January 28, 2021 by the Taiwan Stock Exchange Corporation. |
| about the total number of shares held by shareholders having no voting right and the total |
24
| 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. (below omitted) |
number of shares represented by the shareholders present at the meeting. 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. (below omitted) |
||
|---|---|---|---|
| Article 14 | The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules |
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules |
Amended in accordance with the order Tai-Cheng-Chih-Li -Zi No. 1100001446 dated |
25
| adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. (below omitted) |
adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected and not electedas directors, and the numbers of votes with which they were electedand not elected. (below omitted) |
January 28, 2021 by the Taiwan Stock Exchange Corporation. |
|
|---|---|---|---|
Resolution:
26
Discussion Items Proposal 3
Proposal: To Approve Appropriateness of Releasing a Director of the Company from Non-Competition Restrictions.
Proposed by the Board of Directors
Explanation:
-
According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
-
The Independent Director of the Company, Yun-Peng Chu, served as the Chairman of Rehoboth Biotech Corp. from April 21, 2021 and onwards. There should be no conflict of interest concerns against the Company resulting from the competitive business conduct by Independent Director Yun-Peng Chu. The recommendation was made by the Board to the 2020 Shareholders’ Meeting that it would be appropriate to approve to release the non-competition. Please determine whether the proposal is feasible and resolve.
Resolution:
27
| 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 |
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 |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Amount % |
55,121,553 10 |
18,296,579 3 |
12,214,602 2 |
7,549,472 1 |
18,986,213 3 |
115,819 - |
5,747,142 1 |
656,436 - |
1,199,522 - |
119,887,338 20 |
63,581,765 11 |
4,269,309 1 |
17,936,747 3 |
216,808 - |
- - |
21,454,134 4 |
672,731 - |
107,037 - |
108,238,531 19 |
228,125,869 39 |
79,308,216 14 |
26,523,931 5 |
212,630,726 36 |
26,153,994 4 |
11,969,611 2 |
356,586,478 61 |
584,712,347 100 |
|||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| (English Translation of Consolidated Financial Statements Originally Issued in Chinese) | NAN YA PLASTICS CORPORATION AND SUBSIDIARIES | Consolidated Balance Sheets | December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2020 December 31, 2019 |
Amount % Amount % Liabilities and Equity |
Current liabilities: | 55,973,617 10 43,608,119 8 2100 Short-term borrowings (notes 6(l), (w), and (z)) |
3,888,883 1 4,044,356 1 2110 Short-term notes and bills payable (notes 6(k), (w) and (z)) |
40,320,070 7 41,715,821 8 2170 Notes and accounts payable (note 6(w)) |
2180 Accounts payable to related parties (notes 6(w) and 7) |
6,802,896 1 5,557,174 1 2200 Other payables (including related parties) (note 7) |
42,931,578 7 36,640,358 7 2280 Current lease liabilities (notes 6(o), (w), (z), and 7) |
2,316,909 - 1,866,001 - 2321 Current portion of bonds payable (notes 6(n), (w) and (z)) |
6,533,160 1 2,237,168 - 2322 Current portion of long-term borrowings (note 6(m), (w) and (z)) |
4,526,070 1 5,925,227 1 2399 Other current liabilities |
41,156,747 7 41,567,752 7 Total current liabilities |
4,387,886 1 4,314,370 1 Non-Current liabilities: |
208,837,816 36 187,476,346 34 2530 Bonds payable (notes 6(n), (w) and (z)) |
2540 Long-term borrowings (notes 6(m), (w) and (z)) |
558,228 - 824,726 - 2570 Deferred tax liabilities (note 6(q)) |
19,094,939 3 22,662,110 4 2580 Non-current lease liabilities (notes 6(o), (w) , (z) and 7) |
162,007,684 28 165,109,381 30 2611 Long-term notes payable (notes 6(m), (w) and (z)) |
173,463,751 30 156,095,364 28 2640 Net defined benefit liability-non-current |
979,296 - 1,198,549 - 2645 Guarantee deposits |
2,100,450 - 2,293,595 - 2670 Other non-current liabilities |
25,542 - 30,257 - Total non-current liabilities |
4,777,960 1 5,439,156 1 Total liabilities |
3,154,801 - 3,468,440 1 Equity attributable to owners of parent (notes 6(r)): |
3110 Common Stock |
- - - - |
52,083 - 1,865 - 3200 Capital surplus |
9,659,797 2 10,078,890 2 3300 Retained earnings |
375,874,531 64 367,202,333 66 3400 Others |
36XX Non-controlling interests |
Total equity | 584,712,347 100 554,678,679 100 Total liabilities and equity |
||||||
| $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Assets | Current assets: | Cash and cash equivalents (notes 6(a) and (w)) | Current financial assets at fair value through profit or loss (notes 6(b), (w)) | Current financial assets at fair value through other comprehensive income (notes | 6(c), (w), and 8) | Notes receivable, net (notes 6(d) and (w)) | Accounts receivable, net (notes 6(d) and (w)) | Accounts receivable due from related parties (notes 6(d), (w) and 7) | Other receivables (note 6(e) and (w)) | Other receivables due from related parties (notes 6(e), (w), 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 (w)) | Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (w)) |
Investments accounted for using equity method (notes 6(g) and 7) | Property, plant and equipment (notes 6(h),7 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 | 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 |
28
(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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Operating revenue (notes 6(t) and 7) 5000 Operating costs (notes 6(f), (p), (u), 7 and 12) 5910 Less: Unrealized (realized) profit from affiliated companies (note 7) Gross profit from operation Operating expenses (notes 6(p), (u), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6450 Expected credit gain (notes 6(d)) Total operating expenses Net Operating income Non-operating income and expenses (notes 6(g), (o), (v) 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 7100 Interest income 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), (q) 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 (losses) gains 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(s)): 9710 Income from continuing operations Income from non-controlling equity 9750 Income attributable to shareholders of the parent |
2020 Amount % $ 273,353,806 100 233,757,221 86 671 - 39,595,914 14 9,495,134 3 8,881,723 3 (1,049) - 18,375,808 6 21,220,106 8 4,895,473 2 (1,759,267) (1) (1,316,319) - 6,643,303 2 754,444 - 9,217,634 3 30,437,740 11 3,549,649 1 26,888,091 10 383,748 - (4,671,724) (2) (757,868) - 76,706 - (5,122,550) (2) (3,015,725) (1) 30,107 - - - (2,985,618) (1) (8,108,168) (3) $ 18,779,923 7 $ 25,709,049 10 1,179,042 - $ 26,888,091 10 $ 17,624,751 7 1,155,172 - $ 18,779,923 7 Before Tax After Tax $ 3.84 3.39 (0.36) (0.15) $ 3.48 3.24 |
2019 Amount % 286,303,059 100 258,172,796 90 (6,964) - 28,137,227 10 9,661,546 3 8,619,324 3 (29,028) - 18,251,842 6 9,885,385 4 5,281,134 2 213,753 - (1,620,428) (1) 11,838,753 4 1,090,433 - 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 |
2019 Amount % 286,303,059 100 258,172,796 90 (6,964) - 28,137,227 10 9,661,546 3 8,619,324 3 (29,028) - 18,251,842 6 9,885,385 4 5,281,134 2 213,753 - (1,620,428) (1) 11,838,753 4 1,090,433 - 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 |
|---|---|---|---|
| Before Tax 3.37 (0.27) 3.10 |
|||
| 2.91 |
See accompanying notes to Consolidated financial statements.
29
| Total equity | 386,904,992 | - | - | (39,654,108) | - | 23,209,523 | (14,584,450) | (14,584,450) | 8,625,073 | (54,285) | (250,972) | (250,972) | 355,570,700 | - | - | (17,447,807) | - | 26,888,091 | (8,108,168) | (8,108,168) | 18,779,923 | (38,058) | (93,903) | - | (184,377) | (184,377) | 356,586,478 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non- | controlling | interests | 11,232,795 | - | - | - | - | 133,400 | (116,407) | 16,993 | - | (250,972) | 10,998,816 | - | - | - | - | 1,179,042 | (23,870) | 1,155,172 | - | - | - | (184,377) | 11,969,611 | |||||||||||||||||||||||||
| Total equity | attributable to | owners of | parent | 375,672,197 | - | - | (39,654,108) | - | 23,076,123 | (14,468,043) | 8,608,080 | (54,285) | - | 344,571,884 | - | - | (17,447,807) | - | 25,709,049 | (8,084,298) | 17,624,751 | (38,058) | (93,903) | - | - | 344,616,867 | ||||||||||||||||||||||||
| (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, 2020 and 2019 | (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 |
differences on measured at |
translation of fair value |
Unappropriated foreign through other Gains (losses) |
Capital Legal Special retained financial comprehensive on hedging |
surplus reserve reserve earnings statements income instruments |
26,672,119 63,325,953 93,737,091 63,724,976 (5,705,296) 54,624,319 (15,181) |
- 5,274,602 - (5,274,602) - - - |
- - 6,106,008 (6,106,008) - - - |
- - - (39,654,108) - - - |
- - (1,433) 1,433 - - - |
- - - 23,076,123 - - - |
- - - (104,889) (5,866,135) (8,512,831) 15,812 |
- - - 22,971,234 (5,866,135) (8,512,831) 15,812 |
(54,285) - - - - - - |
- - - - - - - |
26,617,834 68,600,555 99,841,666 35,662,925 (11,571,431) 46,111,488 631 |
- 2,307,613 - (2,307,613) - - - |
- - 3,159,706 (3,159,706) - - - |
- - - (17,447,807) - - - |
- - (1,842) 1,842 - - - |
- - - 25,709,049 - - - |
- - - 425,023 (3,053,963) (5,485,465) 30,107 |
- - - 26,134,072 (3,053,963) (5,485,465) 30,107 |
- - - (38,058) - - - |
(93,903) - - - - - - |
- - - (122,627) - 122,627 - |
- - - - - - - |
26,523,931 70,908,168 102,999,530 38,723,028 (14,625,394) 40,748,650 30,738 |
||||||||||||
| Ordinary | shares | 79,308,216 | - | - | - | - | - | - | - | - | - | 79,308,216 | - | - | - | - | - | - | - | - | - | - | - | 79,308,216 | ||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2019 | Appropriation and distribution of retained earnings: | Legal reserve appropriated | Special reserve appropriated | Cash dividends of ordinary share | Reversal of special reserve | Profit | Other comprehensive income | Total comprehensive income | Other changes in capital surplus | Changes in non-controlling interests | Balance at December 31, 2019 | Appropriation and distribution of retained earnings: | Legal reserve appropriated | Special reserve appropriated | Cash dividends of ordinary share | Reversal of special reserve | Profit | Other comprehensive income | Total comprehensive income | Reorganization | Changes in ownership interests in subsidiaries | Disposal of investments in equity instruments designated | at fair value through other comprehensive income | Changes in non-controlling interests | Balance at December 31, 2020 |
30
(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, 2020 and 2019
(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 Expected credit gain Net gain on diposal of financial assets Net loss 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 Loss(Gain) on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Gain on disposal of other assets Realized loss (profit) from affiliated companies Unrealized foreign exchange loss Other revenue, overdue dividends and compensation of board and directors Loss (gain) on reversal of impairment loss of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: (Increase) decrease in notes receivable (Increase) decrease in accounts receivable (including related parties) Increase in other receivable (Increase) decrease in inventories Increase in other current assets Total changes in operating assets Increase (decrease) in notes and accounts payable Increase (decrease) in other payable (Decrease) increase 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 at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease 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 in other borrowings (long-term notes payables) (Decrease) increase in guarantee deposits received Payment of lease liabilities Increase (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 (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 Consolidated financial statements.
31
| 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 |
34,540,688 7 |
344,571,884 66 |
518,165,766 100 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Amount % |
$ 30,740,000 6 |
18,296,579 3 |
5,473,604 1 |
6,362,707 1 |
11,510,209 2 |
3,000,000 1 |
62,584 - |
5,747,142 1 |
500,000 - |
597,889 - |
82,290,714 15 |
63,581,765 12 |
3,800,000 1 |
12,290,016 2 |
155,369 - |
- - |
18,627,384 4 |
293,359 - |
50,716 - |
98,798,609 19 |
181,089,323 34 |
79,308,216 15 |
26,523,931 5 |
212,630,726 41 |
26,153,994 5 |
344,616,867 66 |
$ 525,706,190 100 |
|||||||||||
| Liabilities and Equity | Current liabilities: | Short-term borrowings (notes 6(k), (v) and (y)) | Short-term notes and bills payable (notes 6(j), (v) and (y)) | Notes and accounts payable (note 6(v)) | Accounts payable to related parties (notes 6(v) and 7) | Other payables | Other payables to related parties (notes 6(v), (y) and 7) | Current lease liabilities (notes 6(n), (v), (y), and 7) | Current portion of bonds payable (notes 6(m), (v) and (y)) | Current portion of long-term borrowings (notes 6(l), (v) and (y)) | Other current liabilities | Total current liabilities | Non-Current liabilities: | Bonds payable (notes 6(m), (v) and (y)) | Long-term borrowings (notes 6(l), (v) and (y)) | Deferred tax liabilities (notes 6(p)) | Non-current lease liabilities (note 6(n), (v), (y), and 7) | Long-term notes payable (note 6(l), (v) and (y)) | Net defined benefit liability-non-current (note 6(o)) | Guarantee deposits | Other non-current liabilities | Total non-current liabilities | Total liabilities | Equity(notes 6(q)): | Common Stock | Capital surplus | Retained earnings | Others | Total equity | Total liabilities and equity | |||||||||
| 2100 | 2110 | 2170 | 2180 | 2200 | 2220 | 2280 | 2321 | 2322 | 2399 | 2530 | 2540 | 2570 | 2580 | 2611 | 2640 | 2645 | 2670 | 3110 | 3200 | 3300 | 3400 | ||||||||||||||||||
| December 31, 2019 | Amount % |
2,398,959 1 |
4,044,356 1 |
41,715,821 8 |
2,035,966 1 |
10,297,642 2 |
5,726,710 1 |
928,677 - |
5,640,819 1 |
21,787,220 4 |
2,011,482 - |
96,587,652 19 |
10,843,196 2 |
334,228,505 64 |
62,826,030 12 |
127,874 - |
30,257 - |
3,979,584 1 |
1,669,032 - |
- - |
7,873,636 2 |
421,578,114 81 |
518,165,766 100 |
||||||||||||||||
| December 31, 2020 | Amount % |
$ 3,763,462 1 |
3,888,883 1 |
40,320,070 8 |
2,009,175 - |
11,465,802 2 |
6,350,992 1 |
845,669 - |
4,263,200 1 |
22,279,829 4 |
2,184,221 1 |
97,371,303 19 |
18,338,611 3 |
330,128,020 63 |
67,150,188 13 |
216,511 - |
25,542 - |
3,761,242 1 |
1,378,684 - |
- - |
7,336,089 1 |
428,334,887 81 |
$ 525,706,190 100 |
||||||||||||||||
| 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), (v) and 8) |
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) and (v)) | 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), (g) and (v)) | Investments accounted for using equity method (notes 6(g)) | Property, plant and equipment (note 6(h) and 8) | 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 |
32
(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, 2020 and 2019
(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(o), (t), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6450 Expected credit gain (notes 6(d)) Total operating expenses Operating income Non-operating income and expenses (notes 6(g), (n), (u) and 7): 7010 Other income 7020 Other gains and losses, net 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method, net 7100 Interest income Total non-operating income and expenses Profit before income tax 7950 Less: Income tax expenses(notes 6(p)) Profit 8300 Other comprehensive income(loss) (notes 6(c),(g),(p) 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) ) : |
2020 Amount % $143,405,521 100 123,020,364 86 (16,152) - 20,401,309 14 5,680,378 4 5,553,012 4 (6,022) - 11,227,368 8 9,173,941 6 3,508,250 3 (1,062,230) (1) (1,260,917) (1) 17,182,310 12 87,821 - 18,455,234 13 27,629,175 19 1,920,126 1 25,709,049 18 508,931 - (11,455,198) (8) 5,987,611 4 101,786 - (5,060,442) (4) (3,053,963) (2) 30,107 - - - (3,023,856) (2) (8,084,298) (6) $ 17,624,751 12 Before Tax After Tax $ 3.48 3.24 |
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 4,509,152 3 (84,658) - (1,369,753) (1) 18,321,507 12 305,117 - 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 |
|---|---|---|
Basic earnings per share (note 6(r) ) :
See accompanying notes to financial statements.
33
| Total equity | 375,672,197 | - | - | (39,654,108) | - | (54,285) | 23,076,123 | (14,468,043) | (14,468,043) | 8,608,080 | 344,571,884 | - | - | (17,447,807) | - | 25,709,049 | (8,084,298) | (8,084,298) | 17,624,751 | (38,058) | (93,903) | - | 344,616,867 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Items of other equity interest | Unrealized gains | (losses) from | financial assets | Exchange measured at fair |
differences on value through |
translation of other Gains (losses) on |
foreign financial comprehensive hedging |
statements income instruments |
(5,705,296) 54,624,319 (15,181) |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
(5,866,135) (8,512,831) 15,812 |
(5,866,135) (8,512,831) 15,812 |
(11,571,431) 46,111,488 631 |
- - - |
- - - |
- - - |
- - - |
- - - |
(3,053,963) (5,485,465) 30,107 |
(3,053,963) (5,485,465) 30,107 |
- - - |
- - - |
- 122,627 - |
(14,625,394) 40,748,650 30,738 |
|||||||||||
| Unappropriated | retained | earnings | 63,724,976 | (5,274,602) | (6,106,008) | (39,654,108) | 1,433 | - | 23,076,123 | (104,889) | 22,971,234 | 35,662,925 | (2,307,613) | (3,159,706) | (17,447,807) | 1,842 | 25,709,049 | 425,023 | 26,134,072 | (38,058) | - | (122,627) | 38,723,028 | |||||||||||||||||
| Retained earnings | Special reserve | 93,737,091 | - | 6,106,008 | - | (1,433) | - | - | - | - | 99,841,666 | - | 3,159,706 | - | (1,842) | - | - | - | - | - | - | 102,999,530 | ||||||||||||||||||
| Legal | reserve | 63,325,953 | 5,274,602 | - | - | - | - | - | - | - | 68,600,555 | 2,307,613 | - | - | - | - | - | - | - | - | - | 70,908,168 | ||||||||||||||||||
| Capital surplus | 26,672,119 | - | - | - | - | (54,285) | - | - | - | 26,617,834 | - | - | - | - | - | - | - | - | (93,903) | - | 26,523,931 | |||||||||||||||||||
| Ordinary | shares | 79,308,216 | - | - | - | - | - | - | - | - | 79,308,216 | - | - | - | - | - | - | - | - | - | - | 79,308,216 | ||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2019 | 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 | Balance at December 31, 2019 | Appropriation and distribution of retained earnings: | Legal reserve appropriated | Special reserve appropriated | Cash dividends of ordinary share | Reversal of special reserve | Profit | Other comprehensive income | Total comprehensive income | Changes in equity of associates and joint ventures accounted for using equity method | Other changes in capital surplus | Disposal of investments in equity instruments designated at fair value through other | comprehensive income | Balance at December 31, 2020 |
34
(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, 2020 and 2019
(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 Expected credit gain Net loss (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 Disposal of property, plant and equipment Property, plant and equipment transferred to expenses Realized profit from affiliated companies Unrealized foreign exchange loss Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease in notes receivable (Increase) decrease in accounts receivable (including related parties) Decrease in other receivable (Increase) decrease in inventories Increase in other current assets Total changes in operating assets Increase (decrease) in notes and accounts payable (including related parties) (Decrease) increase in other payable (Decrease) increase 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 Acquisition of investments accounted for using equity method Proceeds from capital reduction 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 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 issuing bonds Repayments of bonds Proceeds from long-term debt Repayments of long-term debt Decrease in long-term notes payable Increase (decrease) in guarantee deposits (Decrease) 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 increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 27,629,175 5,952,338 1,192,773 (6,022) 155,473 1,260,917 (87,821) (2,203,267) (17,182,310) (7,930) 463 (16,152) 120,996 (10,820,542) 31,599 (1,864,472) 125,626 (1,209,052) (172,740) (3,089,039) 863,324 (691,122) (61,636) (287,817) (177,251) (3,266,290) (14,086,832) 13,542,343 89,867 10,426,814 (1,268,746) (115,188) 22,675,090 12,500 (1,739,532) 8,658 (6,339,324) 17,299 (18,408) 1,377,619 (3,483,355) (10,164,543) 8,296,682 2,900,000 9,984,330 (4,650,000) 2,000,000 (6,000,000) (5,100,000) 5,121 (1,000,000) (88,096) 28,387 (17,460,662) (11,084,238) (61,806) 1,364,503 2,398,959 $ 3,763,462 |
2019 24,563,457 5,989,435 906,871 - (27,107) 1,369,753 (305,117) (3,212,093) (18,321,507) (8,856) - (30,032) 198,499 (13,440,154) 381,573 2,536,888 353,341 3,126,876 (275,124) 6,123,554 (1,106,189) 149,440 112,933 (138,087) (981,903) 5,141,651 (8,298,503) 16,264,954 369,214 21,266,219 (1,364,445) (2,244,863) 34,291,079 - (6,156,161) - (4,842,444) 12,261 (25,815) 7,042,208 (6,176,525) (10,146,476) 1,562,821 6,500,000 11,381,560 (5,950,000) 4,300,000 (7,333,333) (2,000,000) (17,346) 4,000,000 (58,833) 22,707 (39,629,893) (27,222,317) (31,657) (3,109,371) 5,508,330 2,398,959 |
|---|---|---|
See accompanying notes to financial statements.
35
NAN YA PLASTICS CORPORATION
Statement of Profits Distribution
For the year of 2020
| For the year of 2020 | |
|---|---|
| Unit:NT$ | |
| Items | Amount |
| Available for Distribution: 1. Unappropriated retained earnings of previous years 2. Net Income of 2020 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 ($2.4 per share) 4. Unappropriated retained earnings Total |
12,747,799,249 25,709,049,084 1,842,228 264,338,396 |
| 38,723,028,957 | |
2,597,338,748 3,093,500,071 19,033,971,814 13,998,218,324 |
|
| 38,723,028,957 | |
| Explanation | |
| 1. The proposed distribution is NT$2.4 per share, including dividend of NT$1.771 and bonus of NT$0.629. The total distribution amount to NT$19,033,971,814, all of which are from the net income of 2020. 2. Legal Reserve is appropriated at 10% of the total of Net Income and Change in retained earnings results from items other than Net Income. 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 results from items other than Net Income is mainly due to the remeasurement of defined benefit obligation. 5. The distribution of dividends and bonuses will be rounded to the nearest dollar for each individual shareholder. |
-
Explanation
-
- The proposed distribution is NT$2.4 per share, including dividend of NT$1.771 and bonus of NT$0.629. The total distribution amount to
-
NT$19,033,971,814, all of which are from the net income of 2020.
-
Legal Reserve is appropriated at 10% of the total of Net Income and Change in retained earnings results from items other than Net Income.
-
Reversal of Special Reserve is to revert the Special Reserve formerly appropriated from the asset revaluation increments as the relevant assets are disposed.
-
Change in retained earnings results from items other than Net Income is mainly due to the remeasurement of defined benefit obligation.
-
The distribution of dividends and bonuses will be rounded to the nearest dollar for each individual shareholder.
36
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, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, 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, 2020 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. Furthermore, 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. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
37
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:
- 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(t) "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.
38
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 12.12 percent and 9.8 percent of the consolidated total assets as at December 31, 2020 and 2019, respectively; and the total revenues constituting 9.31 percent and 11 percent of the consolidated total revenues for the years ended December 31, 2020 and 2019, respectively . The investment in aforementioned investee companies accounted for using the equity method constituted 12.88 percent and 14.44 percent of the consolidated total assets as at December 31, 2020 and 2019, respectively, and the related share of profit of associated and joint ventures accounted for using the equity method constituted 12.13 percent and 95.85 percent of consolidated total comprehensive income for the years ended December 31, 2020 and 2019, respectively.
The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, 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.
39
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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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.
40
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, 2021
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.
41
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, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, 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, 2020 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. Furthermore, 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. 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.
42
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.
43
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 21.39 percent and 22.75 percent of total assets at December 31, 2020 and 2019, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method constituting 13.43 percent and 40.53 percent of total profit before tax for the years ended December 31, 2020 and 2019, 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:
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
44
-
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.
-
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.
-
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, 2021
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.
45
Information regarding the Proposed Employees and Directors’ Compensation to Adopted by the Board of Directors of the Company:
- 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$27,656,832 |
| 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 Annual Shareholders’ Meeting:
Not applicable since the Company does not propose the stock dividend distribution at the Annual Shareholders’ Meeting and does not required to prepare financial forecast information.
46
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:
-
C301010 Yarn Spinning Mills
-
C302010 Knit Fabric Mills
-
C303010 Non-woven Fabrics Mills
-
C305010 Printing, Dyeing, and Finishing Mills
-
C601040 Processed Paper Manufacturing
-
C601990 Other Paper Products Manufacturing
-
C801010 Basic Industrial Chemical Manufacturing
-
C801020 Petrochemical Manufacturing
-
C801060 Synthetic Rubber Manufacturing
-
C801100 Synthetic Resin & Plastic Manufacturing
-
C801110 Fertilizer Manufacturing
-
C801120 Manmade Fiber Manufacturing
-
C801990 Other Chemical Materials Manufacturing
-
C802041 Drugs and Medicines Manufacturing
-
C802120 Industrial Catalyst Manufacturing
-
C802170 Poisonous Chemical Material Manufacturing
-
C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing
-
C805010 Plastic Sheets, Pipes and Tubes Manufacturing
-
C805020 Plastic Sheets & Bags Manufacturing
-
C805070 Strengthened Plastic Products Manufacturing
-
C805990 Other Plastic Products Manufacturing
-
C901020 Glass and glass made products Manufacturing
-
C901060 Refractory Materials Manufacturing
-
CB01010 Machinery and Equipment Manufacturing
-
CB01030 Pollution Controlling Equipment
47
Manufacturing
-
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
-
CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
-
CC01080 Electronic Parts and Components Manufacturing
-
CC01090 Batteries Manufacturing
-
CQ01010 Die Manufacturing
-
CZ99990 Other Industrial Products Manufacturing Not Elsewhere Classified
-
D101050 Steam and Electricity Paragenesis
-
D401010 Heat Energy Supplying
-
E599010 Pipe Lines Construction
-
E601010 Electric Appliance Construction
-
E603050 Cybernation Equipment Construction
-
E604010 Machinery Installation Construction
-
EZ15010 Warming and Cooling Maintenance Construction
-
HHHHH701020 Industrial Factory Buildings Lease Construction and Development
-
H701040 Specialized Field Construction and Development
-
I199990 Other Consultancy
-
ID01010 Metrological Instruments Identify
-
IZ99990 Other Industry and Commerce Services Not Elsewhere Classified
-
J101030 Waste Clearing
-
J101040 Waste Disposing
-
J101050 Sanitary and Pollution Controlling Services
-
J101060 Wastewater (Sewage) Treatment
-
CE01021 Metrological Instruments Manufacturing
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company shall have its head office in Kaohsiung City.
48
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.
- Article 4: Public announcements of the Company shall be published in accordance with Article 28 of the Company Act.
The Company may provide guarantees for related parties. The total investment amount of the Company may exceed forty percent of the paid-in capital.
-
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.
-
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.
-
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.
-
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 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
49
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 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
50
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 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
51
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 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
52
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.
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:
-
Review important articles and bylaws of the Company.
-
Review operational guidelines of the Company.
-
Draw up the budget and final account of the Company.
-
Prepare the proposal concerning the appropriation of net profits of the Company.
-
Prepare the capital increment or reduction of the Company.
53
-
Employ or discharge important personnel of the Company.
-
Review business reports of the Company.
-
Determine the procurement and disposition of important properties of the Company.
-
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:
-
Approve all important contracts.
-
Approve the mortgage loan of real estate and other loans.
-
Approve acquisition or disposal of the general assets and real estate.
-
Assign the directors and supervisors of the investee.
-
Approve the record date of capital increment or reduction and divided distribution.
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
54
- 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:
-
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
55
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 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
56
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’ meeting on June 24, 2013. The 66th Amendment on June 23, 2016, 67th Amendment on June 19, 2018.
57
Rules for Election of Directors of Nan Ya Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 23, 2015
-
Article 1: Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with the Rules.
-
Article 2: The cumulative voting system shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
-
Article 3: Before the election begins, the Chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
-
Article 4: The number of directors will be as specified in the Company's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance
-
Article 5: The election of directors shall be elected in accordance with the Company's Articles of Incorporation in that a candidate nomination system shall be adopted and that shareholders shall elect directors from among those listed in the slate of director nominees. Independent and non-independent directors shall elect at the same time, but in separately calculated numbers as stated as Article 4. One of the elected non-independent directors shall have accounting or finance expertise. The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director
58
candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall not be less than 10 days.
The Board of Directors and a shareholder holding one percent or more of the total number of issued shares may present a slate of director nominees to the Company; the number of nominees may not exceed the number of directors to be elected.
When providing a recommended slate of director candidates, a shareholder or the Board of Directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof. If the candidate is a juristic person shareholder or a juristic person’s representative, a basic registration information of the above-mentioned juristic person shareholder and a document certifying the shareholding of the Company shall be attached.
The Board of Directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates:
-
Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
-
Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.
-
Where the number of nominees exceeds the number of directors to be elected.
59
-
Where the relevant documentary proof required under the preceding paragraph is not attached.
-
Article 6: The Board of Directors shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots.
-
Article 7: If a candidate is a shareholder, a voter must fill the candidate's account name and shareholder account number in the "candidate" column of the ballot; If a candidate is a non-shareholder, the voter shall fill the candidate's full name and identity card number.
-
Article 8: A Ballot shall be deemed void under the following conditions:
-
The ballot was not prepared as Article 6 stated; or
-
The ballot has more than one candidate’s name filled; or
-
Other words or marks are filled in addition to the information Article 7 stated; or
-
A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or
-
The writing is unclear and indecipherable; or
-
The candidate whose name is filled in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is filled in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
-
Article 9: The voting rights shall be calculated at the end of the poll and the Chair shall announce the voting results on-site immediately, including the 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
60
Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 10: The Rules, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
61
Rules of Procedure for Shareholders’ Meetings of Nan Ya Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 12, 2020
-
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 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
62
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, 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 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.
63
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.
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 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, 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.
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
64
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 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
65
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 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
66
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.
- 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
67
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 the Company Act.
- Article 10: 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 be decided by voting on a case-by-case basis. 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
68
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.
-
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 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
69
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 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, shareholders shall exercise their voting rights by way of electronic transmission and may exercise their 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
70
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 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
71
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.
-
In addition to the proposals on the meeting agenda, when a 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 shares.
-
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 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
72
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 voting 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.
-
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.
-
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.
73
-
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.
74
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 | 37,347,787 |
| 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 |
75
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 24, 2021 the actual shareholdings of the Company’s Directors are 1,447,046,225 shares.
76