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NPC AGM Information 2021

Aug 5, 2021

51763_rns_2021-08-05_f54c0d25-9353-430a-b553-b4f4e257e3d2.pdf

AGM Information

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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

  1. Independent Auditor’s Report

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

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

  4. Articles of Incorporation of the Company

  5. Rules for Election of Directors of the Company

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

  7. Current Shareholdings of Directors of the Company

NAN YA PLASTICS CORPORATION 2021 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

  1. Call Meeting to Order

  2. Chairman’s Address

  3. Report Items

  4. Ratification Items

  5. Discussion Items

  6. Extraordinary Motions

  7. Meeting Adjourned

1

NAN YA PLASTICS CORPORATION 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)
  1. Report Items

  2. (1) Business Report of 2020

  3. (2) Audit Committee’ Review Report on the 2020 Financial Statements

  4. (3) Distribution of 2020 Employees Compensation

  5. (4) Issue of 2020 Domestic Unsecured Ordinary Corporate Bonds

  6. Ratification Items

  7. (1) Please approve the 2020 Business Report and Financial Statements as required by the Company Act.

  8. (2) Please approve the Proposal for Distribution of 2020 Profits as required by the Company Act.

  9. Discussion Items

  10. (1) Amendment to the Rules for Election of Directors of the Company submitted for discussion.

  11. (2) Amendment to the Rules of Procedure for Shareholders’ Meetings of the Company submitted for discussion.

  12. (3) To Approve Appropriateness of Releasing a Director of the Company from Non-Competition Restrictions.

2

Report Items

  1. 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.

  2. 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.)

  3. The company has issued the report on compensation distributed to its employees for 2020.

  4. 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.

  5. Issue of NT$10 Billion Domestic Unsecured Ordinary Corporate Bonds in 2020.

  6. (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.

  7. (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:

  1. 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.

  2. 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:

  1. 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.

  2. 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

    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.

  • 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:

  1. Revenue recognition

How the matter was addressed in our audit

Please refer to note 4(p) "Revenue recognition" for accounting policy related to revenue recognition, and note 6(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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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.

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How the matter was addressed in our audit

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

Our principal audit procedures included the following:

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

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

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

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

  • Valuation of inventories

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

How the matter was addressed in our audit

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

Our principal audit procedures included the following:

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

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

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

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

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Other Matter

We did not audit the financial statements of certain investee companies, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for aforementioned investee companies, is based solely on the report of other auditors. The investment in aforementioned investee companies accounted for using the equity method constituting 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:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

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  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

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

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

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

KPMG

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

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

  1. Amounts of employees’ cash compensation, stock compensation, and Directors’ com ensation: p
Information regarding the Proposed Employees and Directors’
Compensation to Adopted by the Board of Directors of the Company:
Information regarding the Proposed Employees and Directors’
Compensation to Adopted by the Board of Directors of the Company:
1. Amounts of employees’ cash compensation, stock compensation, and
Directors’ compensation:
Employees Cash Compensation NT$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.

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Articles of Incorporation of Nan Ya Plastics Corporation

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

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

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

  1. C301010 Yarn Spinning Mills

  2. C302010 Knit Fabric Mills

  3. C303010 Non-woven Fabrics Mills

  4. C305010 Printing, Dyeing, and Finishing Mills

  5. C601040 Processed Paper Manufacturing

  6. C601990 Other Paper Products Manufacturing

  7. C801010 Basic Industrial Chemical Manufacturing

  8. C801020 Petrochemical Manufacturing

  9. C801060 Synthetic Rubber Manufacturing

  10. C801100 Synthetic Resin & Plastic Manufacturing

  11. C801110 Fertilizer Manufacturing

  12. C801120 Manmade Fiber Manufacturing

  13. C801990 Other Chemical Materials Manufacturing

  14. C802041 Drugs and Medicines Manufacturing

  15. C802120 Industrial Catalyst Manufacturing

  16. C802170 Poisonous Chemical Material Manufacturing

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

  18. C805010 Plastic Sheets, Pipes and Tubes Manufacturing

  19. C805020 Plastic Sheets & Bags Manufacturing

  20. C805070 Strengthened Plastic Products Manufacturing

  21. C805990 Other Plastic Products Manufacturing

  22. C901020 Glass and glass made products Manufacturing

  23. C901060 Refractory Materials Manufacturing

  24. CB01010 Machinery and Equipment Manufacturing

  25. CB01030 Pollution Controlling Equipment

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Manufacturing

  1. CB01990 Other Machinery Manufacturing Not Elsewhere Classified

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

  3. CC01080 Electronic Parts and Components Manufacturing

  4. CC01090 Batteries Manufacturing

  5. CQ01010 Die Manufacturing

  6. CZ99990 Other Industrial Products Manufacturing Not Elsewhere Classified

  7. D101050 Steam and Electricity Paragenesis

  8. D401010 Heat Energy Supplying

  9. E599010 Pipe Lines Construction

  10. E601010 Electric Appliance Construction

  11. E603050 Cybernation Equipment Construction

  12. E604010 Machinery Installation Construction

  13. EZ15010 Warming and Cooling Maintenance Construction

  14. HHHHH701020 Industrial Factory Buildings Lease Construction and Development

  15. H701040 Specialized Field Construction and Development

  16. I199990 Other Consultancy

  17. ID01010 Metrological Instruments Identify

  18. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified

  19. J101030 Waste Clearing

  20. J101040 Waste Disposing

  21. J101050 Sanitary and Pollution Controlling Services

  22. J101060 Wastewater (Sewage) Treatment

  23. CE01021 Metrological Instruments Manufacturing

  24. 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.

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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

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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

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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

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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

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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:

  1. Review important articles and bylaws of the Company.

  2. Review operational guidelines of the Company.

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

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

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

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  1. Employ or discharge important personnel of the Company.

  2. Review business reports of the Company.

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

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

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

  1. Approve all important contracts.

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

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

  4. Assign the directors and supervisors of the investee.

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

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

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  • 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

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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

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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.

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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

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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:

  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.

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  1. Where the relevant documentary proof required under the preceding paragraph is not attached.

  2. 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.

  3. 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.

  4. Article 8: A Ballot shall be deemed void under the following conditions:

  5. The ballot was not prepared as Article 6 stated; or

  6. The ballot has more than one candidate’s name filled; or

  7. Other words or marks are filled in addition to the information Article 7 stated; or

  8. A ballot was not filled, or not completely filled, in compliance with the requirement set forth in Article 7; or

  9. The writing is unclear and indecipherable; or

  10. 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.

  11. 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

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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.

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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

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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.

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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.

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

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

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

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

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Nan Ya Plastics Corporation Shareholdings of Directors

Title Name Account
No.
Shareholding
(share)
Chairman Chia Chau, Wu 016681 79,030
ManagingDirector Wen Yuan, Wong 273986 37,347,787
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

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Note: According to Article 26 of the Securities and Exchange Act, the minimum of the Directors are shareholdings Company’s 126,893,146 shares. As of April 24, 2021 the actual shareholdings of the Company’s Directors are 1,447,046,225 shares.

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