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NPC — AGM Information 2025
Jun 19, 2025
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AGM Information
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JUNE 12, 2025
NAN YA PLASTICS CORPORATION
2025 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.)
Table of Contents
Meeting Procedure ... Page 1
Meeting Agenda ... Page 2
Report Items ... Page 3
Ratification Items ... Page 12
Discussion Items (I) ... Page 14
Election Items ... Page 18
Discussion Items (II) ... Page 26
Appendices ... Page 38
- Independent Auditor’s Report
- Information regarding the Proposed Employees and Directors’ Compensation approved by the Board of Directors of the Company
- Effect upon Business Performance and Earnings per Share of the Company by the Stock Dividend Distribution Proposed at the 2025 Annual Shareholders’ Meeting
- Articles of Incorporation of the Company
- Rules for Election of Directors of the Company
- Rules of Procedure for Shareholders’ Meeting of the Company
- Current Shareholdings of Directors of the Company
1
NAN YA PLASTICS CORPORATION
2025 ANNUAL SHAREHOLDERS' MEETING
PROCEDURE
- Call Meeting to Order
- Chairman’s Address
- Report Items
- Ratification Items
- Discussion Items (I)
- Election Items
- Discussion Items (II)
- Extraordinary Motions
- Meeting Adjourned
NAN YA PLASTICS CORPORATION
2025 ANNUAL SHAREHOLDERS' MEETING
AGENDA
Time: 9:00 a.m., Thursday, June 12, 2025
Venue: Illume Taipei
(No. 100 Dun Hua North Road, Taipei, Taiwan)
Meeting type: Physical Meeting
-
Report Items
(1) 2024 Business Report
(2) Audit Committee’s Review Report on the 2024 Financial Statements
(3) Distribution of 2024 Employees’ Compensation
(4) Distribution of 2024 Cash Dividends -
Ratification Items
(1) Please approve the 2024 Business Report and Financial Statements as required by the Company Act.
(2) Please approve the Proposal for Distribution of 2024 Profits as required by the Company Act. -
Discussion Items (I)
(1) Amendment of Articles of Incorporation of the Company. Please discuss and resolve. -
Election Items
The Company’s Directors have their tenure nearly expired. Please elect the Board of Directors to conform to the applicable laws. -
Discussion Items (II)
(1) Appropriateness of releasing the newly elected Directors from non-competition restrictions. Please discuss and resolve.
2
Report Items
-
About the Company’s business operation condition of 2024, please refer to Business Report for further details (on page 4 of the Handbook.) which is hereby reported for record.
-
The Company’s Audit Committee members reviewed the 2024 Business Report and Financial Statements and issued their Review Report according to the applicable laws. Please refer to Audit Committee’s Review Report (on page 11 of the Handbook.)
-
The Company has issued the report on compensation distributed to its employees for 2024.
The pre-tax profit prior to deducting employees’ compensation distributable for 2024 is NT$3,895,632,019. The Company has no accumulated losses. Adopted by the Board Meeting on March 11, 2025, 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$3,895,632 which shall be distributed in cash. The above is hereby reported for record.
- The Company has issued the report on cash dividend distribution for 2024.
The Board of Directors of the Company resolved the total amount of the cash dividend NT$ 5,551,575,112 with NT$0.7 per share for 2024 according to the Article 26 of Articles of Incorporation. The cash dividends will be distributed after the Board of Directors set the record date. The above is hereby reported for record.
4
Nan Ya Plastics Corporation 2024 Business Report
1.2024 Business Report
In 2024, Nan Ya Plastics Corp. (NPC) recorded a consolidated revenue of NT$259.61 billion, marking a 0.1% decrease from NT$259.75 billion in 2023, and consolidated pre-tax income of NT$4.52 billion, declining by 50.5% compared to NT$9.13 billion in 2023.
In 2024, inflation and high interest rates have slightly eased, coupled with the continued growth in supply chain demand driven by the development of AI. Except for a slight decrease in printed circuit board sales, the Company experienced slight growth in both revenue and profitability from its core business in other product categories. However, adverse factors such as the U.S.-China tech war, geopolitical conflicts, and the real estate issues in Mainland China have hindered the recovery momentum. Additionally, the reduction in recognized investment income has further impacted overall profitability, resulting in unsatisfactory financial performance.
Since its establishment, Nan Ya Plastics Corp. has continuously undergone industrial transformation in response to the development of socio-economic conditions and technological advancements. The Company currently operates in key industries, including plastics processing, chemicals, polyester, and electronic materials.
In terms of plastic processing, advancements in processing technology in recent years have led to the development of new applications, new materials, and eco-friendly products for the medical industry, such as wafer cutting and polishing tapes, automotive interior films, and blood bag and leukocyte reduction filter system. These products have been widely applied across various industries. Simultaneously, the production lines have integrated automated monitoring equipment to enhance machine production efficiency. The Company has also promoted e-commerce and online marketing strategies to expand into high-end and emerging markets with strong potential, achieving stable and sustainable business growth.
Moreover, we took advantage of our decentralized production sites at home and abroad in Taiwan, mainland China, the U.S., and Vietnam. By coordinating production and marketing operations among our plants promptly, we provided satisfactory service and experience to our customers. As a result of our ongoing efforts, we consistently maintain stable profitability in plastic processing products.
In terms of chemical 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.
In 2024, new production capacity in Mainland China was gradually brought online, with output spilling over to overseas regions, leading to increased market competition. In response, the Company flexibly adjusted its production and sales regions, as well as the capacity utilization rates for different products, based on market conditions. Specifically, for ethylene glycol (EG), process optimization was implemented. Additionally, with the market recovering, the Company leveraged the relatively lower raw material costs at its Texas plant in the United States to increase production and sales volume, driving improvements in overall chemical product revenue and profitability.
In the field of polyester products, adhering to an environmentally sustainable business philosophy, we are committed to recycling and regenerating polyester products used by consumers. We have independently developed AI-driven sorting technology, proactively advancing the recycling of fabrics, and launched our polyester recycling brand, "SAYA." Through the optimization of product structures, we are strategically positioning ourselves in the high-value-added product market. In 2024, our revenue saw a slight growth.
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To facilitate recycling, we have launched single-material products, such as modified polyester pellets used to produce zippers, buttons, and other garment accessories, making the entire garment out of PET material. We also manufacture curtains made entirely of polyester material, which have received an excellent market response. Additionally, we have developed polyester pellets for medical applications, expanding the high-end PET application market. The modified recycled polyester pellets are also used in 3C electronic products, continuously expanding the application of fiber products and increasing the value of recycling and reuse, leading to further growth in our performance.
In the field of electronic materials, demand for consumer electronics remained weak in 2024. However, the rise of AI applications drove an increase in the demand for copper foil substrates and copper foil. Additionally, the market for high-frequency and high-speed materials, including automotive, telecommunications, and server sectors, remained stable, resulting in a strengthening of our operations.
In the future, fields such as generative artificial intelligence (AI), high-performance computing, edge computing, servers, and high-speed switches will continue to grow. Additionally, artificial intelligence will transition from the cloud to the edge, advancing towards the application development of end products (such as AI PCs, AI smartphones, AI robots, etc.), further driving the demand for upstream raw materials.
Electronic materials will focus on the development of high-end materials with high-frequency, high-speed, low dielectric constant, and low coefficient of thermal expansion. NPC leverages its complete upstream and downstream vertical integration advantages, combining both internal and external resources to drive transformation. In addition to enhancing the value and differentiation of existing products, the Company is also advancing the development of materials for high-end telecommunications, AI servers, low earth orbit satellites, wind power, and maritime industries. With stable raw material sources, NPC is well-positioned to meet customers' one-stop purchasing needs, with promising growth prospects.
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In the field of circuit boards, Nan Ya Printed Circuit Board Corp. (Nan Ya PCB) has long been deeply involved in the IC carrier board market and has collaborated with customers to launch next-generation high-end server and switch, telecommunications, AI, and high-performance computing chip application boards.
With the rapid development of generative AI, the demand for customized chips and high-speed transmission has increased. Nan Ya PCB has developed large-size, multi-layer IC carrier boards for cloud AI server processors, high-speed switches, and other applications. Nan Ya PCB will also begin mass production of IC carrier boards for high-end PC central processing units (CPUs) and graphics chips, positioning itself to capitalize on the emerging market opportunities for edge AI products.
The reinvested subsidiary, Nan Ya Technology Corp., is dedicated to developing, manufacturing, and selling DRAM products. It is currently advancing its proprietary technology for 10nm process nodes, with the development and mass production of related products (such as DDR5 and beyond) underway.
With the rapid development of AI, the demand for HBM (High Bandwidth Memory) DRAM products will continue to grow. We are actively developing high-density advanced products, including Through-Silicon Via (TSV) processes and multi-chip packaging, along with designs for high-bandwidth products. At the same time, we will strategically invest in and collaborate on the integration of logic-based ICs and HBM DRAM, as well as the development of customized memory solutions. Leveraging our deep process technology development capabilities, we aim to establish long-term competitive advantages.
2.2024 Operating Status
The consolidated operating revenue was NT$259.61 billion in 2024, a decrease of NT$0.15 billion, 0.1% over NT$259.76 billion in 2023. Deducted operating costs NT$241.03 billion and selling expenses and administrative expenses NT$18.13 billion the operating income was NT$0.45 billion and the operating margin was 0.2% in 2024 which
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decreased 77.4% compared with NT$1.98 billion in 2023. Added up non-operating income and expenses NT$ 4.07 billion, the pre-tax income of 2024 was NT$4.52 billion and the pre-tax income margin was 1.7%, a decrease of 50.5% over NT$9.13 billion in 2023.
3.2025 Business Outlook
Looking ahead to the year 2025, the intensifying technological competition between the U.S. and China, coupled with tariff barriers, supply chain restructuring, and geopolitical tensions, presents significant uncertainties for economic development. Additionally, the continuous expansion of petrochemical production capacity in Mainland China, increased competition within the industry, and the imposition of carbon taxes, among other factors, will continue to make operations challenging.
In response to changes in the political, economic, and technological landscape, the Company announced four major transformation strategies in June 2024: ① product transformation, ② business transformation, ③ low-carbon transformation, and ④ digital transformation. Additionally, the Company established the "Sustainable Operations and Development Department" to coordinate resources across the organization and drive business transformation and sustainable development. The key directions for these initiatives include:
- Product Transformation: Increase the proportion of high-value and differentiated products, develop new application areas, and expand into new markets.
- Business Transformation: Develop new businesses, products, and technologies, seek business transformation, and deepen the Company's industry layout.
- Low-Carbon Transformation: Expand green products, focus on energy-saving and carbon reduction, and implement the circular economy.
- Digital Transformation: Apply digital technologies, enhance AI applications, and achieve digital transformation to enable intelligent operations.
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The four major transformations align with three key industry development trends: high-speed communication and AI innovative application materials, low-carbon and green products, and biotechnology and medical health application materials. The first three fall under industry transformation, while digital transformation focuses on establishing and optimizing a solid and efficient operational foundation for the Company. Overall, the strategy incorporates the concept of sustainable development, allowing for the creation of marketable products that can adapt to industry and technological changes.
In addition to product and business transformation, the Company is continuously integrating artificial intelligence into equipment and processes, consolidating various digital data, and developing a digital management platform. This initiative aims to optimize the control of production process conditions, enhance product quality, and reduce raw material and energy consumption. By implementing intelligent management and leveraging big data analysis and automation, the Company seeks to strengthen its competitiveness and improve operational efficiency.
The Company develops environmentally friendly, high-value green products and implements water and energy-saving processes. We are also engaged in cross-factory resource and energy integration for multiple cycles of recycling, reducing resource consumption. Through strategic alliances, we have established a recycling system to achieve waste reduction. By promoting green processes, we aim to lower carbon footprints and minimize environmental impact. Several products have already obtained ISCC Plus (International Sustainability & Carbon Certification) certification, demonstrating our commitment to sustainable operations.
We are also actively implementing strategies to achieve "Carbon Neutrality by 2050". These strategies include "low-carbon energy transition", "energy conservation and circular economy", "increasing renewable energy usage", "application of carbon capture technology", etc. We are also proactively addressing the opportunities and challenges presented by climate change.
9
In terms of new expansions and investments, several projects have been completed this year, including the release film and blood bag and leukocyte reduction filter system for medical use at the Shulin Plant in Taiwan, PET-modified pellets at the Linkou Plant, and flexible PVC sheeting at the Texas plant in the United States.
In the coming years, the Company will continue to carry out expansion projects, including the Phase II ABF substrate at the Shulin Plant in Taiwan, the solar system installation at the Xingang Plant, and copper foil plant in Huizhou, mainland China. In the future, in addition to production line upgrades, the Company will also respond to industry development trends, international trade dynamics, and supply chain changes by timely and strategically investing in new businesses and high-value products to drive continuous growth in performance.
Chairman: Chia Chau, Wu
President: Ming Jen, Tzou
In-charge Accountant: Chih Yun, Su
10
NAN YA PLASTICS CORPORATION
Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2024 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 11, 2025
11
12
Ratification Items
Proposal 1
Proposal: For approval of the 2024 Business Report and Financial Statements as required by the Company Act.
Proposed by the Board of Directors
Explanation:
-
The preparation of the Company’s 2024 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on March 11, 2025, and audited by independent auditors, Mr. Hui-Chih, Ko and Mr. Chun-Kuang, Chen, of KPMG. The aforesaid Financial Statements together with the Business Report were reviewed by the Audit Committee, which the Audit Committee’ Review Report is presented.
-
For the aforementioned Business Report, please refer to page 4 through page 10 of the Meeting Handbook. As for the Financial Statements, please refer to page 29 through page 36 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution:
13
Ratification Items
Proposal 2
Proposal: For Approval of the Proposal for Distribution of 2024 Profits as required by the Company Act.
Proposed by the Board of Directors
Attachment:
Please refer to page 37 of the Handbook for the Statement of Profits Distribution, which has been reviewed by the Audit Committee members of Nan Ya Plastics Corporation and approved by the Board of Directors on March 11, 2025.
Resolution:
14
Discussion Items (I)
Proposal 1
Proposal: Amendment to the Articles of Incorporation of the Company. Please discuss and resolve.
Proposed by the Board of Directors
Explanation:
To conform to the needs of commercial practice, certain Articles of Incorporation of 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 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 | 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 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 directors | To align with the Company's operational needs, abolish the establishment of Managing Directors. |
| meeting, the Managing Directors shall elect one from among themselves as the chairman. | shall elect one from among themselves as the chairman. | ||
|---|---|---|---|
| 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. | The directors constitute the Board of Directors shall elect a Chairman and a vice Chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman shall represent the Company. | To align with the Company's operational needs, abolish the establishment of Managing Directors. |
| 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 | 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 | To align with the Company's operational needs, abolish the establishment of Managing |
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| rights for causes, the Vice Chairman of the Board of Directors shall act on his behalf. If the Vice Chairman is absent or in case that he is unable to exercise rights for causes, the Chairman of the Board of Directors shall designate one of the Managing Directors to act on behalf of him. If the Chairman of the Board of Directors does not designate any deputy on his behalf, the Managing Directors or Directors of the Board shall elect one from among themselves as deputy. (omitted) | rights for causes, the Vice Chairman of the Board of Directors shall act on his behalf. If the Vice Chairman is absent or in case that he is unable to exercise rights for causes, the Chairman of the Board of Directors shall designate one of the directors to act on behalf of him. If the Chairman of the Board of Directors does not designate any deputy on his behalf, the directors shall elect one from among themselves as deputy. (omitted) | Directors. | |
|---|---|---|---|
| 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 | 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. Among the above, 0.02% to 0.2% of the pre-tax profit before deducting | In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, add a provision for allocating a certain percentage of |
16
| | covered.
The resolution of employees compensation pursuant to Article 235-1 of the Company Act. | employee compensation for the current year shall be allocated for the purpose of adjusting salaries or distributing compensation to grassroots 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. | the annual earnings for the purpose of adjusting salaries or distributing compensation to grassroots employees. |
| --- | --- | --- | --- |
| Article 29 | (omitted) | As amended in accordance with the original article “70^{th} Amendment on June 12, 2025” | In accordance with the article amendment, add the amendment date. |
Resolution:
18
Election Items
Proposal: The Company’s Directors have their tenure nearly expired.
Please elect the Board of Directors to conform to the applicable laws.
Proposed by the Board of Directors
Explanation:
-
The Company’s current directors were elected in the Annual Shareholders’ Meeting on June 10, 2022 and have their tenure nearly expired on June 9, 2025. To conform to the applicable Rule, the Company shall elect 12 directors (including 4 independent directors) using the cumulative voting system. The tenure of new session of Directors (including independent directors) shall be 3 years, starting from June 12, 2025 to June 11, 2028.
-
The election of Directors (including independent director) shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act and the Article 16 of the Company's Articles of Incorporation. A total of 12 Director Candidates (including independent director) were co-nominated by shareholder holding 1% or more of the total number of outstanding shares issued by the Company om March 25, 2025. The related information of the 8 Director Candidates is shown below:
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Wen Yuan, Wong | Master of Industrial Engineering, University of Houston, U.S.A | Current Appointment: Chairman of Formosa Taffeta Co., Ltd. Chairman of Formosa Resources Corp. Chairman of Nan Ya Plastics Corp., U.S.A Chairman of Nan Ya Plastics Corp., America Chairman of Nan Ya Plastics Corp., Texas Chairman of Chang Gung University Chairman of Ming Chi University of Technology Chairman of Chang Gung University of Science and Technology | 37,483,606 |
| Bachelor of Chemical Engineering, University of Houston, U.S.A |
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Chairman of Wang Jhan | |||
| Yang Charitable Foundation | |||
| Director of Formosa Plastics Corp. | |||
| Director of Nan Ya Plastics Corp. | |||
| Director of Formosa Chemicals & Fibre Corp. | |||
| Director of Formosa Petrochemical Corp. | |||
| Managing Director of Formosa Idemitsu Petrochemical Corp. | |||
| Director of Nan Ya Technology Corp. | |||
| Director of Nan Ya PCB Corp. | |||
| Director of Formosa Sumco Technology Corp. | |||
| Director of Formosa Advanced Technologies Co., Ltd. | |||
| Director of Mai-liao Power Corp. | |||
| Director of Formosa Heavy Industries Corp. | |||
| Director of Formosa Plastics Transport Corp. | |||
| Director of Formosa Ineos Chemicals Corp. | |||
| Director of Formosa Ha Tinh Steel Co., Ltd. | |||
| Director of Formosa Plastics Corp., U.S.A | |||
| Director of Formosa Plastics Corp., America | |||
| Director of Chang Gung Medical Foundation | |||
| Director of Straits Exchange Foundation | |||
| Head of Standing Member of Wang Jhan Yang Charitable Trust Fund | |||
| Experiences: | |||
| Chairman of Chinese National Federation of |
19
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Industries | |||
| Chairman of Taiwan Textile Federation, R.O.C. | |||
| Chairman of Formosa Chemicals & Fibre Corp. | |||
| President of Formosa Chemicals & Fibre Corp. | |||
| Chairman of Formosa Advanced Technologies Co., Ltd. | |||
| Chairman of Mai-liao Power Corp. | |||
| President of Mai-liao Power Corp. | |||
| Chairman of Formosa Idemitsu Petrochemical Corp. | |||
| Chairman of Formosa Ineos Chemicals Corp. | |||
| Chairman of Formosa Ha Tinh Steel Co., Ltd. | |||
| Director of Formosa Plastics Marine Corp. | |||
| Director of Industrial Technology Research Institute | |||
| Chia Chau, Wu | Bachelor of Business Administration, National Chengchi University | Current Appointment: | |
| Chairman of Nan Ya Plastics Corp. | |||
| Chairman of Nanya Technology Corp. | |||
| Chairman of Nan Ya PCB Corp. |
Experiences:
President of Nan Ya Plastics Corp. | 79,030 |
| Wilfred Wang (Representative of Formosa Petrochemical Corp.) | Bachelor of Engineering, University of London, U.K. | Current Appointment:
Chairman of Formosa Plastics Marine Corp.
Chairman of Formosa Plastics Maritime Corp.
Chairman of Nan Ya Photonics Inc.
Chairman of NKFG Corp.
Chairman of Formolight Inc. | 179,214,423 |
20
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Chairman of Asia Pacific Investment Corp. | |||
| Chairman of Asia Pacific Development Corp. | |||
| Chairman of Formosa Development Corp. | |||
| Chairman of Gala Television Corp. | |||
| Director of Formosa Plastics Corp. | |||
| Director of Nan Ya Plastics Corp. | |||
| Director of Formosa Chemicals & Fibre Corp. | |||
| Director of Formosa Petrochemical Corp. | |||
| Director of Formosa Heavy Industries Corp. | |||
| Director of Mai-liao Power Corp. | |||
| Director of Formosa Ha Tinh Steel Co., Ltd. | |||
| Director of Chang Gung Medical Foundation | |||
| Director of Chang Gung University | |||
| Director of Ming Chi University of Technology | |||
| Director of Wang Jhan Yang Charitable Foundation | |||
| Standing Member of Wang Jhan Yang Charitable Trust Fund |
Experiences:
Chairman of Formosa Petrochemical Corp.
President of Formosa Petrochemical Corp.
Vice President of Formosa Petrochemical Corp | |
| Ruey Yu, Wang | Master of Business Administration, National Taiwan University | Current Appointment:
Chairman of Formosa Biomedical Technology Corp.
Chairman of Formosa Smart Energy Corp. | 18,822,421 |
21
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Bachelor of Accounting, New York University, U.S.A | Chairman of Formosa AdvEnergy Technology Corp. | ||
| Chairman of Formosa Lithium Iron Oxide Corp. | |||
| Chairman of Formosa Waters Technology Co., Ltd. | |||
| Chairman of Formosa Eco Life Technology Co., Ltd. | |||
| Chairman of Ivy Life Sciences Co., Ltd. | |||
| Chairman of Formosa Biomedical Material Technology Corp. | |||
| Director of Nan Ya Plastics Corp. | |||
| Director of Formosa Petrochemical Corp. | |||
| Director of Formosa Technologies Corp. | |||
| Director of Chang Gung University | |||
| Director of Ming Chi University of Technology | |||
| Director of University of Science and Technology | |||
| Director of Ching PAO P.D. | |||
| Charitable Foundation Standing Member of Wang Chang Gung Charitable Trust Fund |
Experiences:
Chairman of Formosa Technologies Corp.
Director of Formosa Chemicals & Fibre Corp.
Director of Nanya Technology Corp.
Director of Nan Ya PCB Corp.
Director of Chang Gung Medical Foundation
Head of Standing Member of Wang Chang Gung Charitable Trust Fund | |
22
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Ming Jen, Tzou | Associate Degree of Department of Chemical Engineering, Provincial Taipei Institute of Technology | Current Appointment: President of Nan Ya Plastics Corp. Experiences: Executive Vice President of Nan Ya Plastics Corp. | 188,742 |
| Kuei Yung, Wang | Bachelor of Chemistry, University of London, U.K. | Current Appointment: Senior Vice President of Nan Ya Plastics Corp. Experiences: Vice President of Nan Ya Plastics Corp. | 10,723,271 |
| Yu Sheng, Chen (Representative of Formosa Chemicals & Fibre Corp.) | Master of Safety Health and Environmental Engineering, National Yunlin University of Science & Technology | Current Appointment: Senior Vice President of Nan Ya Plastics Corp. Experiences: Vice President of Nan Ya Plastics Corp. | 413,327,750 |
| Yeou Ming, Ko (Representative of Formosa Plastics Corp.) | Bachelor of Mechanical Engineering, National Chung Hsing University | Current Appointment: Senior Vice President of Nan Ya Plastics Corp. Experiences: Vice President of Nan Ya Plastics Corp. | 783,356,866 |
The related information of the 4 Independent Director Candidates is shown below
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Yi Fu, Lin | Bachelor of Accounting and Statistics, National Chengchi University | Current Appointment: Independent Director of Pan German Universal Motors Ltd. Director of Oneness Biotech Co., Ltd. Experiences: Minister of Economic Affairs | 0 |
| Yi Fu, Lin | Bachelor of Engineering, National Chengchi University | Current Appointment: Independent Director of Pan German Universal Motors Ltd. Director of Oneness Biotech Co., Ltd. Experiences: Minister of Economic Affairs | 0 |
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Minister of State without Portfolio of Executive Yuan Ambassador of WTO | |||
| Yun Peng, Chu | Ph.D. of Economics, University of Maryland, U.S.A | ||
| Bachelor of Economics, National Taiwan University | Current Appointment: Independent Director of Asia Cement Corp. | ||
| Visiting Professor of School of Big Data Management, Soochow University | |||
| Adjunct Research Fellow of Research Center for Taiwan Economic Development |
Experiences: Chairman of Taiwan Insurance Guaranty Fund
Minister of State without Portfolio of Executive Yuan
Commissioner of Fair Trade Commission
Director of Institute of Sociology, Academia Sinica | 1,199 |
| Shuh, Chen | Ph.D. of Business & Administration, College of Management, National Taiwan University
Master of Public Finance, National Cheng Chi University | Current Appointment: Chairman of Central Investment Holding Co., Ltd.
Independent Director of Asia Cement Corp.
Independent Director of PLANET Technology Corp.
Independent Director O-TA Precision Industry Co., Ltd.
Director of Hotron Precision Electronic Industrial Co., Ltd.
Experiences: Chairperson of Financial Supervisory Commission of Executive Yuan
Chairman of Taipei Exchange
Chairman of Taiwan Stock Exchange
Chairman of Taiwan Academy of Banking and Finance | 0 |
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| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Chairman of Taiwan Corporate Governance Association | |||
| Jonq Min, Liu | Ph.D. of Chemistry, Columbia University, U.S.A | ||
| Master. of Chemistry, Columbia University, U.S.A | Current Appointment: Distinguished Experts of Industrial Technology Research Institute | ||
| Independent Director of APAQ Technology Co., Ltd. | |||
| Independent Director of Swancor Holding Co., Ltd. | |||
| Independent Director of Andros Pharmaceuticals Co., Ltd. |
Experiences:
Chairman of Industrial Technology Investment Corp.
President and Vice President of Industrial Technology Research Institute
Director of ITRI MCL
Chairman of The Polymer Society, Taipei
Chairman of Chinese Materials Research Society
Chairman of Chemical Society Located in Taipei | 0 |
Resolution:
26
Discussion Items(II)
Proposal 1
Proposal: Appropriateness of releasing the newly elected Directors from non-competition restrictions. Please discuss and resolve.
Proposed by the Board of Directors
Explanation:
-
According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
-
Meanwhile, according to Explanation Letter No.89206938 on Article 209 of the Company Act, announced by the Ministry of Economic Affairs dated April 24, 2000, where the juristic person shareholder's authorized representatives are elected as directors according to Article 27-2 of the Company Act, both the juristic person shareholder and the authorized representatives shall be subject to the non-competition restrictions under Article 209 of the Company Act.
-
The list of newly-elected Directors and the juristic person shareholder who appoints its authorized representatives to be elected as directors in annual Shareholders’ Meeting of 2025 as the same or similar duty in other companies within the scope of the Company's business is as follow. Based on the interest of the Company without impairment, it is proposed to release the Directors and juristic person shareholders which appoints its authorized representatives to be elected as directors after having assumed office from non-competition restrictions for approval following Article 209 of the Company Act.
| Name | Positions In Other Company |
|---|---|
| Wen Yuan, Wong | Chairman of Taffeta Co., Ltd. |
| Chairman of Taffeta (Zhong Shan) Co., Ltd. | |
| Chairman of Taffeta (Chang Shu) Co., Ltd. | |
| Director of Formosa Plastics Corp. | |
| Director of Formosa Chemical & Fibre Corp | |
| Director of Formosa Petrochemical Corp. | |
| Managing Director of Formosa Idemitsu Petrochemical Corp. | |
| Director of Formosa Daikin Advanced Chemicals Co., Ltd. | |
| Director of Formosa Tokuyama Advanced Chemicals Co., Ltd. |
| Name | Positions In Other Company |
|---|---|
| Director of Nan Ya PCB Corp. Director of Nan Chung Petrochemical Corp. Director of Formosa Biomedical Technology Corp. Director of Mai Liao Power Corp. Director of Formosa Smart Energy Corp. Director of Formosa Ineos Chemicals Corp. Director of Formosa Heavy Industries Corp. Director of Formosa Asahi Spandex Co., Ltd. Director of Formosa Chemicals Industries (Ningbo) Co., Ltd. Director of Formosa Power (Ningbo) Ltd. Director of Formosa Plastics Corp. U.S.A. | |
| Chia Chau, Wu | Chairman of Nan Ya PCB Corp. Chairman of Nan Chung Petrochemical Corp. Chairman of Nan Ya Plastics (Xiamen) Co., Ltd. Chairman of Nan Ya PCB (Kunshan) Co., Ltd. Chairman of Formosa Industries Corp. Chairman of PT. Indonesia Nanya Indah Plastics Corp. Directors of Formosa Heavy Industries Corp. Directors of Mai Liao Power Corp. Directors of Hwa Ya Power Corp. Director of Formosa Smart Energy Corp. |
| Wilfred Wang (Representative of Formosa Petrochemical Corp.) | Chairman of Nan Ya Photonics Inc. Chairman of Formolight Inc Director of Formosa Plastics Corp. Director of Formosa Chemicals & Fibre Corp. Director of Formosa Petrochemical Corp. Directors of Mai Liao Power Corp. Director of Formosa Heavy Industries Corp. Director of Hwa Ya Power Corp. Director of Idemitsu Formosa Specialty Chemicals Corp |
| Ruey Yu, Wang | Chairman of Formosa Biomedical Technology Corp. Chairman of Formosa Waters Technology Co., Ltd. Chairman of Formosa Smart Energy Corp. Chairman of Formosa Lithium Iron Oxide Corp. Chairman of Formosa Biomedical Material Technology Corp. Chairman of Formosa AdvEnergy Technology Corp. Chairman of Ivy Life Sciences Co., Ltd. Director of Formosa Petrochemical Corp. Director of Hong Jing Environmental Corp. |
| Ming Jen, Tzou | Director of Nan Ya PCB Corp. Director and President of Nan Chung Petrochemical Corp. Director of Nan Ya Photonics Inc. Director of Formosa Industries Corp. |
| Yu Sheng, Chen (Representative of Formosa Chemicals & Fibre Corp.) | Director of Nan Chung Petrochemical Corp. |
| Name | Positions In Other Company |
|---|---|
| Shuh, Chen | Director of Hotron Precision Electronic Industrial Co., Ltd. |
| Independent Director of PLANET Technology Corp. | |
| Jonq Min, Liu | Independent Director of APAQ Technology Co., Ltd. |
| Independent Director of Andros Pharmaceuticals Co., Ltd. |
Resolution:
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2024 | December 31, 2023 | Liabilities and Equity | December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | ||||||||||||
| 1100 | Cash and cash equivalents (notes 6(a) and (w)) | $ 66,445,373 | 11 | 80,301,186 | 12 | 2100 | Short-term borrowings (notes 6(l), (w) and (z)) | $ 22,975,600 | 4 | 31,802,900 | 5 | |
| 1110 | Current financial assets at fair value through profit or loss (notes 6(b) and (w)) | 1,846,201 | - | 1,641,598 | - | 2110 | Short-term notes and bills payable (notes 6(k), (w) and (z)) | 42,850,386 | 7 | 36,304,203 | 6 | |
| 1120 | Current financial assets at fair value through other comprehensive income (notes 6(c), (w) and 8) | 14,407,700 | 2 | 32,339,271 | 5 | 2170 | Notes and trade payables (note 6(w)) | 7,689,760 | 1 | 11,305,522 | 2 | |
| 2180 | Trade payables to related parties (notes 6(w) and 7) | 7,363,533 | 1 | 5,058,154 | 1 | |||||||
| 1150 | Notes receivable, net (notes 6(d) and (w)) | 2,853,793 | 1 | 3,411,353 | 1 | 2200 | Other payables (including related parties) (note 7) | 25,078,374 | 4 | 23,686,698 | 4 | |
| 1170 | Trade receivables, net (notes 6(d) and (w)) | 37,190,281 | 6 | 33,821,570 | 5 | 2280 | Current lease liabilities(notes 6(o), (w), (z) and 7) | 110,121 | - | 130,182 | - | |
| 1180 | Trade receivables due from related parties (notes 6(d), (w) and 7) | 1,807,747 | - | 1,121,294 | - | 2321 | Current portion of bonds payable (notes 6(n), (w) and (z)) | 10,619,603 | 2 | 9,270,477 | 1 | |
| 1200 | Other receivables (notes 6(e) and (w)) | 2,633,824 | 1 | 3,476,429 | 1 | 2322 | Current portion of long-term borrowings (notes 6(m), (w) and (z)) | 20,747,315 | 3 | 6,729,400 | 1 | |
| 1210 | Other receivables due from related parties (notes 6(e), (w) and 7) | 194,530 | - | 3,299,420 | 1 | 2399 | Other current liabilities | 3,236,381 | 1 | 2,920,238 | - | |
| 130X | Inventories (note 6(f)) | 51,696,294 | 8 | 50,552,031 | 7 | Total current liabilities | 140,671,073 | 23 | 127,207,774 | 20 | ||
| 1470 | Other current assets (note 8) | 6,425,853 | 1 | 5,174,793 | 1 | Non-Current liabilities: | ||||||
| Total current assets | 185,501,596 | 30 | 215,138,945 | 33 | 2530 | Bonds payable (notes 6(n), (w) and (z)) | 45,862,803 | 7 | 56,471,990 | 9 | ||
| Non-current assets: | 2540 | Long-term borrowings (notes 6(m), (w) and (z)) | 37,286,905 | 6 | 49,879,126 | 7 | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss (notes 6(b) and (w)) | 664,863 | - | 665,521 | - | 2570 | Deferred tax liabilities (note 6(q)) | 14,932,132 | 2 | 18,163,021 | 3 | |
| 1517 | Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (w)) | 20,801,552 | 3 | 19,537,040 | 3 | 2580 | Non-current lease liabilities (notes 6(o), (w), (z) and 7) | 185,803 | - | 202,261 | - | |
| 2640 | Net defined benefit liability-non-current | 9,367,835 | 2 | 11,239,567 | 2 | |||||||
| 1550 | Investments accounted for using equity method (notes 6(g), 7 and 8) | 170,622,891 | 28 | 176,181,389 | 27 | 2645 | Guarantee deposits (note 6(p)) | 988,280 | - | 941,364 | - | |
| 1600 | Property, plant and equipment (notes 6(h), 7 and 8) | 218,272,850 | 35 | 216,213,265 | 33 | 2670 | Other non-current liabilities | 5,575,361 | 1 | 7,338,791 | 1 | |
| 1755 | Right-of-use assets (notes 6(i) and 7) | 877,666 | - | 911,113 | - | Total non-current liabilities | 114,199,119 | 18 | 144,236,120 | 22 | ||
| 1782 | Intangible assets (note 6(j)) | 1,327,871 | - | 1,521,015 | - | Total liabilities | 254,870,192 | 41 | 271,443,894 | 42 | ||
| 1812 | Technology development expense | 6,680 | - | 11,396 | - | Equity attributable to owners of parent (note 6(r)): | ||||||
| 1840 | Deferred tax assets (note 6(q)) | 2,465,461 | 1 | 3,082,742 | 1 | 3110 | Ordinary shares | 79,308,216 | 13 | 79,308,216 | 12 | |
| 1915 | Prepayments for purchase of equipment | 2,903,091 | 1 | 3,873,796 | 1 | 3200 | Capital surplus | 27,042,992 | 4 | 27,733,533 | 4 | |
| 1937 | Overdue receivables (note 6(d)) | - | - | - | - | 3300 | Retained earnings | 229,117,977 | 37 | 230,801,650 | 36 | |
| 1975 | Net defined benefit asset-non-current (note 6(p)) | 103,896 | - | 84,358 | - | 3400 | Others | 11,114,038 | 2 | 22,300,880 | 3 | |
| 1990 | Other non-current assets (note 8) | 13,925,080 | 2 | 11,307,373 | 2 | Total equity attributable to owners of parent: | 346,583,223 | 56 | 360,144,279 | 55 | ||
| Total non-current assets | 431,971,901 | 70 | 433,389,008 | 67 | 36XX | Non-controlling interests | 16,020,082 | 3 | 16,939,780 | 3 | ||
| Total equity | 362,603,305 | 59 | 377,084,059 | 58 | ||||||||
| Total assets | $ 617,473,497 | 100 | 648,527,953 | 100 | Total liabilities and equity | $ 617,473,497 | 100 | 648,527,953 | 100 |
See accompanying notes to Consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(t) and 7) | $ 259,608,483 | 100 | 259,755,344 | 100 |
| 5000 | Operating costs (notes 6(f), (p), (u), 7 and 12) | 241,033,392 | 93 | 240,519,344 | 93 |
| Gross profit from operations | 18,575,091 | 7 | 19,236,000 | 7 | |
| 5910 | Less: Unrealized profit from affiliated companies (note 7) | 1,054 | - | 9,697 | - |
| Total gross profit from operations | 18,574,037 | 7 | 19,226,303 | 7 | |
| Operating expenses (notes 6(u), (p), (u), 7 and 12): | |||||
| 6100 | Selling expenses | 9,043,323 | 3 | 8,179,516 | 3 |
| 6200 | Administrative expenses | 9,184,638 | 4 | 9,052,209 | 4 |
| 6450 | Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (note 6(d)) | (101,458) | - | 10,726 | - |
| Total operating expenses | 18,126,503 | 7 | 17,242,451 | 7 | |
| Net Operating income | 447,534 | - | 1,983,852 | - | |
| Non-operating income and expenses (notes 6(g), (v) and 7): | |||||
| 7010 | Other income | 3,299,244 | 1 | 4,365,013 | 2 |
| 7020 | Other gains and losses | 1,425,016 | 1 | 77,595 | - |
| 7050 | Finance costs | (4,347,851) | (2) | (3,997,897) | (2) |
| 7060 | Shares of profit of associates and joint ventures accounted for using equity method | 1,414,229 | 1 | 3,974,170 | 2 |
| 7100 | Interest income | 2,285,298 | 1 | 2,727,582 | 1 |
| Total non-operating income and expenses | 4,075,936 | 2 | 7,146,463 | 3 | |
| Profit before tax | 4,523,470 | 2 | 9,130,315 | 3 | |
| 7950 | Less: Income tax expenses (note 6(q)) | 1,216,300 | - | 1,020,268 | - |
| Profit | 3,307,170 | 2 | 8,110,047 | 3 | |
| 8300 | Other comprehensive income (loss) (notes 6(g), (q) and (r)): | ||||
| 8310 | Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||
| 8311 | Gains on remeasurements of defined benefit plans | 504,928 | - | 1,073,938 | - |
| 8316 | Unrealized (losses) gains from investments in equity instruments measured at fair value through other comprehensive income | (16,711,217) | (7) | 5,464 | - |
| 8320 | Shares 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 | (6,130,476) | (2) | 3,900,784 | 2 |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 101,138 | - | 214,875 | - |
| Total items that may not be reclassified subsequently to profit and loss | (22,437,903) | (9) | 4,765,311 | 2 | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | 12,070,200 | 4 | (2,312,780) | (1) |
| 8370 | Shares 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 | (28,921) | - | 7,919 | - |
| 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 | 12,041,279 | 4 | (2,304,861) | (1) | |
| 8300 | Other comprehensive income (loss) | (10,396,624) | (5) | 2,460,450 | 1 |
| 8500 | Total comprehensive income (loss) | $ (7,089,454) | (3) | 10,570,497 | 4 |
| Profit, attributable to: | |||||
| 8610 | Owners of parent | $ 3,340,129 | 2 | 6,310,050 | 2 |
| 8620 | Non-controlling interests | (32,959) | - | 1,799,997 | 1 |
| $ 3,307,170 | 2 | 8,110,047 | 3 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ (7,350,918) | (3) | 8,769,819 | 3 |
| 8720 | Non-controlling interests | 261,464 | - | 1,800,678 | 1 |
| $ (7,089,454) | (3) | 10,570,497 | 4 | ||
| Basic earnings per share (note 6(s)): | Before Tax | After Tax | Before Tax | After Tax | |
| 9710 | Income from continuing operations | $ 0.57 | 0.42 | 1.15 | 1.02 |
| Income from non-controlling equity | (0.08) | - | (0.43) | (0.22) | |
| 9750 | Income attributable to shareholders of the parent | $ 0.49 | 0.42 | 0.72 | 0.80 |
See accompanying notes to Consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total equity attributable to owners of parent | |||||||||
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Gains (losses) on hedging instruments | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||
| Balance at January 1, 2023 | $ 79,308,216 | 27,692,943 | 81,491,665 | 112,663,858 | 53,349,944 | (6,503,889) | 27,101,700 | 153 | 375,104,590 | 18,996,840 | 394,101,450 |
| Profit | - | - | - | - | 6,310,050 | - | - | - | 6,310,050 | 1,799,997 | 8,110,047 |
| Other comprehensive income (loss) | - | - | - | - | 756,853 | (2,209,692) | 3,904,689 | 7,919 | 2,459,769 | 681 | 2,460,450 |
| Total comprehensive income (loss) | - | - | - | - | 7,066,903 | (2,209,692) | 3,904,689 | 7,919 | 8,769,819 | 1,800,678 | 10,570,497 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve appropriated | - | - | 3,353,520 | - | (3,353,520) | - | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 4,817,936 | (4,817,936) | - | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (23,792,465) | - | - | - | (23,792,465) | - | (23,792,465) |
| Reversal of special reserve | - | - | - | (4,656) | 4,656 | - | - | - | - | - | - |
| Other changes in capital surplus: | |||||||||||
| Other changes in capital surplus | - | 40,590 | - | - | 21,745 | - | - | - | 62,335 | (4) | 62,331 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | - | - | - | - | - | (3,857,734) | (3,857,734) |
| Balance at December 31, 2023 | 79,308,216 | 27,733,533 | 84,845,185 | 117,477,138 | 28,479,327 | (8,713,581) | 31,006,389 | 8,072 | 360,144,279 | 16,939,780 | 377,084,059 |
| Profit | - | - | - | - | 3,340,129 | - | - | - | 3,340,129 | (32,959) | 3,307,170 |
| Other comprehensive income (loss) | - | - | - | - | 468,308 | 11,752,674 | (22,883,108) | (28,921) | (10,691,047) | 294,423 | (10,596,624) |
| Total comprehensive income (loss) | - | - | - | - | 3,808,437 | 11,752,674 | (22,883,108) | (28,921) | (7,350,918) | 261,464 | (7,089,454) |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve appropriated | - | - | 709,330 | - | (709,330) | - | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 402,607 | (402,607) | - | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (5,551,575) | - | - | - | (5,551,575) | - | (5,551,575) |
| Reversal of special reserve | - | - | - | (6,068) | 6,068 | - | - | - | - | - | - |
| Other changes in capital surplus: | |||||||||||
| Other changes in capital surplus | - | (690,541) | - | - | 31,978 | - | - | - | (658,563) | (10) | (658,573) |
| Disposal of investments accounted for using equity method | - | - | - | - | 27,487 | - | (27,487) | - | - | - | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | (1,181,152) | (1,181,152) |
| Balance at December 31, 2024 | $ 79,308,216 | 27,042,992 | 85,554,515 | 117,873,677 | 25,689,785 | 3,039,093 | 8,095,794 | (20,849) | 346,583,223 | 16,020,082 | 362,603,305 |
See accompanying notes to Consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 4,523,470 | 9,130,315 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 22,031,941 | 22,437,166 |
| Amortization expense | 669,761 | 1,007,218 |
| Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 | (101,458) | 10,726 |
| Gain on disposal of investments accounted for using equity method | (3,934) | - |
| Net gains on financial assets at fair value through profit or loss | (160,546) | (23,994) |
| Interest expense | 4,347,851 | 3,997,897 |
| Interest income | (2,285,298) | (2,727,582) |
| Dividend income | (778,116) | (1,811,176) |
| Shares of profit of associates and joint ventures accounted for using equity method | (1,414,229) | (3,974,170) |
| Losses on disposal of property, plant and equipment | 22,531 | (2,147) |
| Property, plant and equipment transferred to expenses | 62,863 | 8,406 |
| Gains from lease modifications | (6,846) | (1,712) |
| Unrealized profit from affiliated companies | 1,054 | 9,697 |
| Unrealized foreign exchange (gains) losses | (281,731) | 476,118 |
| Other revenue, overdue dividends and compensation of board and directors | 50,663 | 1,895 |
| Reversal of impairment losses of property, plant and equipment | (75) | (14,033) |
| Total adjustments to reconcile profit (loss) | 22,154,431 | 19,394,309 |
| Changes in operating assets and liabilities: | ||
| Decrease in notes receivable | 562,046 | 89,546 |
| (Increase) decrease in trade receivables (including related parties) | (3,819,420) | 11,876,137 |
| Decrease in other receivables | 1,355,609 | 1,081,376 |
| (Increase) decrease in inventories | (2,690,249) | 2,532,607 |
| (Increase) decrease in other current assets | (1,251,060) | 1,446,866 |
| Total changes in operating assets | (5,843,074) | 17,026,532 |
| Decrease in notes and trade payables (including related parties) | (1,343,390) | (3,631,139) |
| Decrease in other payable | (209,457) | (2,056,760) |
| Increase in other current liabilities | 316,143 | 859,284 |
| Decrease in net defined benefit liability | (1,386,343) | (2,029,682) |
| Total changes in operating liabilities | (2,623,047) | (6,858,297) |
| Total changes in operating assets and liabilities | (8,466,121) | 10,168,235 |
| Total adjustments | 13,688,310 | 29,562,544 |
| Cash inflow generated from operations | 18,211,780 | 38,692,859 |
| Interest received | 1,772,389 | 2,681,408 |
| Dividends received | 6,382,933 | 6,451,434 |
| Interest paid | (4,482,686) | (4,019,383) |
| Income taxes paid | (3,098,584) | (8,128,620) |
| Net cash flows from operating activities | 18,785,832 | 35,677,698 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | - | (276,606) |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 3,484 | 6,847 |
| Proceeds from disposal of financial assets at fair value through profit or loss | - | 41,249 |
| Acquisition of investments accounted for using equity method | (2,569,646) | (2,048,600) |
| Proceeds from disposal of investments accounted for using equity method | 3,934 | - |
| Acquisition of property, plant and equipment | (12,640,451) | (23,957,751) |
| Proceeds from disposal of property, plant and equipment | 193,115 | 149,238 |
| Decrease in refundable deposits | 74,969 | 77,052 |
| Decrease (increase) in other receivables due from related parties | 3,104,795 | (613,459) |
| Increase in other non-current assets | (6,070,372) | (4,785,664) |
| Net cash flows used in investing activities | (17,900,172) | (31,407,694) |
| Cash flows from (used in) financing activities: | ||
| Decrease in short-term borrowings | (8,827,449) | (6,973,279) |
| Increase in short-term notes and bills payable | 6,600,000 | 900,000 |
| Proceeds from issuing bonds | - | 12,979,826 |
| Repayments of bonds | (9,275,000) | (11,575,000) |
| Proceeds from long-term borrowings | 33,975,860 | 29,835,470 |
| Repayments of long-term borrowings | (34,242,570) | (8,994,240) |
| Increase in guarantee deposits | 46,916 | 130,108 |
| Increase in other payables to related parties | 300,000 | - |
| Payments of lease liabilities | (136,088) | (145,255) |
| Decrease in other non-current liabilities | (1,757,232) | (397,215) |
| Cash dividends paid | (5,615,258) | (23,833,140) |
| Change in non-controlling interests | (1,181,152) | (3,857,734) |
| Net cash flows used in financing activities | (20,111,973) | (11,930,459) |
| Effect of exchange rate changes on cash and cash equivalents | 5,370,500 | (1,482,872) |
| Net decrease in cash and cash equivalents | (13,855,813) | (9,143,327) |
| Cash and cash equivalents at beginning of period | 80,301,186 | 89,444,513 |
| Cash and cash equivalents at end of period | $ 66,445,373 | 80,301,186 |
See accompanying notes to Consolidated financial statements.
32
(English Translation of Financial Statements and Report Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION
Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | ||||||
| Current assets: | |||||||||
| 1100 Cash and cash equivalents (notes 6(a) and (v)) | $ 11,331,633 | 2 | 2,363,334 | - | 2100 | Short-term borrowings (notes 6(k), (v) and (y)) | $ 20,154,600 | 4 | 28,723,900 |
| 1110 Current financial assets at fair value through profit or loss (notes 6(b) and (v)) | 1,846,201 | - | 1,641,598 | - | 2110 | Short-term notes and bills payable (notes 6(j), (v) and (y)) | 42,850,386 | 8 | 36,304,203 |
| 1120 Current financial assets at fair value through other comprehensive income (notes 6(c), (v) and 8) | 14,301,342 | 3 | 32,101,988 | 5 | 2170 | Notes and trade payables (note 6(v)) | 4,212,814 | 1 | 5,543,911 |
| 1150 Notes receivable, net (notes 6(d) and (v)) | 1,385,457 | - | 1,686,319 | - | 2180 | Trade payables to related parties (notes 6(v) and 7) | 4,631,655 | 1 | 3,913,076 |
| 1170 Trade receivables, net (notes 6(d) and (v)) | 10,516,489 | 2 | 9,918,335 | 2 | 2200 | Other payables | 17,085,700 | 4 | 15,905,164 |
| 1180 Trade receivables due from related parties (notes 6(d), (v) and 7) | 3,996,832 | 1 | 3,218,077 | 1 | 2280 | Current lease liabilities (notes 6(n), (v), (y) and 7) | 21,712 | - | 22,922 |
| 1200 Other receivables due from related parties (notes 6(e), (v) and 7) | 1,308,739 | - | 1,522,099 | - | 2321 | Current portion of bonds payable (notes 6(m), (v) and (y)) | 10,619,603 | 2 | 9,270,477 |
| 1210 Other receivables due from related parties (notes 6(e), (v) and 7) | 300,000 | - | 3,068,195 | 1 | 2322 | Current portion of long-term borrowings (notes 6(l), (v) and (y)) | 20,747,315 | 4 | 5,500,000 |
| 130X Inventories (note 6(f)) | 25,621,023 | 5 | 27,694,341 | 5 | 2399 | Other current liabilities | 524,450 | - | 541,081 |
| 1470 Other current assets (notes 8) | 3,722,310 | 1 | 2,907,399 | 1 | |||||
| Total current assets | 74,330,026 | 14 | 86,121,685 | 15 | 2530 | Non-Current liabilities: | |||
| Non-current assets: | 2540 | Bonds payable (notes 6(m), (v) and (y)) | 45,862,803 | 8 | 56,471,990 | ||||
| 1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (v)) | 20,091,157 | 4 | 18,621,183 | 3 | 2570 | Long-term borrowings (notes 6(l), (v) and (y)) | 12,500,000 | 2 | 26,242,602 |
| 1550 Investments accounted for using equity method (notes 6(g), 7 and 8) | 353,001,053 | 65 | 372,768,077 | 66 | 2580 | Deferred tax liabilities (note 6(p)) | 6,596,421 | 1 | 9,692,160 |
| 1600 Property, plant and equipment (notes 6(h) and 7) | 81,346,142 | 15 | 78,189,372 | 14 | 2640 | Non-current lease liabilities (notes 6(n), (v), (y) and 7) | 55,866 | - | 66,843 |
| 1755 Right-of-use assets (note 6(i)) | 75,275 | - | 87,698 | - | 2670 | Net defined benefit liability-non-current (note 6(o)) | 7,919,080 | 1 | 9,565,986 |
| 1812 Technology development expense | 6,680 | - | 11,396 | - | |||||
| 1840 Deferred tax assets (note 6(p)) | 1,865,927 | - | 2,188,617 | - | |||||
| 1915 Prepayments for purchase of equipment | 1,512,778 | - | 1,656,501 | - | |||||
| 1937 Overdue receivables (note 6(d)) | - | - | - | - | 3110 | Equity (note 6(q)): | |||
| 1990 Other non-current assets (notes 8) | 8,689,715 | 2 | 8,781,931 | 2 | 3200 | Ordinary Shares | 79,308,216 | 15 | 79,308,216 |
| Total non-current assets | 466,588,727 | 86 | 482,304,775 | 85 | 3300 | Capital surplus | 27,042,992 | 5 | 27,733,533 |
| 3400 | Retained earnings | 229,117,977 | 42 | 230,801,650 | |||||
| Others | 11,114,038 | 2 | 22,300,880 | ||||||
| Total equity | $ 540,918,753 | 180 | 568,426,460 | ||||||
| Total assets | $ 540,918,753 | 100 | 568,426,460 | 100 |
See accompanying notes to financial statements.
(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, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(s) and 7) | $123,158,129 | 100 | 121,040,720 | 100 |
| 5000 | Operating costs (notes 6(f), (o), (t), 7 and 12) | 110,897,321 | 90 | 112,868,334 | 93 |
| Gross profit from operations | 12,260,808 | 10 | 8,172,386 | 7 | |
| 5910 | Less: Unrealized (realized) profit from affiliated companies (note 7) | 8,126 | - | (8,409) | - |
| Total gross profit from operations | 12,252,682 | 10 | 8,180,795 | 7 | |
| Operating expenses (notes 6(o), (t), 7 and 12): | |||||
| 6100 | Selling expenses | 4,561,097 | 4 | 4,324,651 | 4 |
| 6200 | Administrative expenses | 5,707,146 | 5 | 5,413,891 | 4 |
| 6450 | Reversal of impairment losses (impairment losses) determined in accordance with IFRS 9 (note 6(d)) | (96,344) | - | 13,723 | - |
| Total operating expenses | 10,171,899 | 9 | 9,752,265 | 8 | |
| Operating income (Loss) | 2,080,783 | 1 | (1,571,470) | (1) | |
| Non-operating income and expenses (notes 6(g), (h), (n), (u) and 7): | |||||
| 7010 | Other income | 2,422,611 | 2 | 3,180,105 | 3 |
| 7020 | Other gains and losses | 883,789 | 1 | 109,358 | - |
| 7050 | Finance costs | (2,596,783) | (2) | (2,353,074) | (2) |
| 7060 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | 949,349 | 1 | 6,258,952 | 5 |
| 7100 | Interest income | 151,987 | - | 113,514 | - |
| Total non-operating income and expenses | 1,810,953 | 2 | 7,308,855 | 6 | |
| Profit before income tax | 3,891,736 | 3 | 5,737,385 | 5 | |
| 7950 | Less: Income tax expense (benefit) (note 6(p)) | 551,607 | - | (572,665) | - |
| Profit | 3,340,129 | 3 | 6,310,050 | 5 | |
| 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 on remeasurements of defined benefit plans | 343,800 | - | 491,333 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | (16,327,188) | (13) | (252,616) | - |
| 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 | (6,362,652) | (5) | 4,521,092 | 4 |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 68,760 | - | 98,267 | - |
| Total items that may not be reclassified subsequently to profit and loss | (22,414,800) | (18) | 4,661,542 | 4 | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 11,752,674 | 10 | (2,209,692) | (2) |
| 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 | (28,921) | - | 7,919 | - |
| 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 | 11,723,753 | 10 | (2,201,773) | (2) | |
| 8300 | Other comprehensive income (loss) | (10,691,047) | (8) | 2,459,769 | 2 |
| 8500 | Total comprehensive income (loss) | $ (7,350,918) | (5) | 8,769,819 | 7 |
| Before Tax | After Tax | Before Tax | After Tax | ||
| $ 0.49 | 0.42 | 0.72 | 0.80 |
See accompanying notes to financial statements.
(English Translation of Financial Statements and Report Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Items of other equity interest | |||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Gains (losses) on hedging instruments | |
| Balance at January 1, 2023 | $ 79,308,216 | 27,692,943 | 81,491,665 | 112,663,858 | 53,349,944 | (6,503,889) | 27,101,700 | 153 |
| Profit | - | - | - | - | 6,310,050 | - | - | 6,310,050 |
| Other comprehensive income (loss) | - | - | - | - | 756,853 | (2,209,692) | 3,904,689 | 7,919 |
| Total comprehensive income (loss) | - | - | - | - | 7,066,903 | (2,209,692) | 3,904,689 | 7,919 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve appropriated | - | - | 3,353,520 | - | (3,353,520) | - | - | - |
| Special reserve appropriated | - | - | - | 4,817,936 | (4,817,936) | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (23,792,465) | - | - | (23,792,465) |
| Reversal of special reserve | - | - | - | (4,656) | 4,656 | - | - | - |
| Other changes in capital surplus: | ||||||||
| Other changes in capital surplus | - | 40,590 | - | - | 21,745 | - | - | 62,335 |
| Balance at December 31, 2023 | 79,308,216 | 27,733,533 | 84,845,185 | 117,477,138 | 28,479,327 | (8,713,581) | 31,006,389 | 8,072 |
| Profit | - | - | - | - | 3,340,129 | - | - | 3,340,129 |
| Other comprehensive income (loss) | - | - | - | - | 468,308 | 11,752,674 | (22,883,108) | (28,921) |
| Total comprehensive income (loss) | - | - | - | - | 3,808,437 | 11,752,674 | (22,883,108) | (28,921) |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve appropriated | - | - | 709,330 | - | (709,330) | - | - | - |
| Special reserve appropriated | - | - | - | 402,607 | (402,607) | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (5,551,575) | - | - | (5,551,575) |
| Reversal of special reserve | - | - | - | (6,068) | 6,068 | - | - | - |
| Other changes in capital surplus: | ||||||||
| Other changes in capital surplus | - | (690,541) | - | - | 31,978 | - | - | (658,563) |
| Disposal of investments accounted for using equity method | - | - | - | - | 27,487 | - | (27,487) | - |
| Balance at December 31, 2024 | $ 79,308,216 | 27,042,992 | 85,554,515 | 117,873,677 | 25,689,785 | 3,039,093 | 8,095,794 | (20,849) |
See accompanying notes to financial statements.
(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, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 3,891,736 | 5,737,385 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 6,851,325 | 7,123,321 |
| Amortization expense | 411,529 | 735,462 |
| Reversal of impairment losses (impairment losses) determined in accordance with IFRS 9 | (96,344) | 13,723 |
| Net gains on financial assets at fair value through profit or loss | (204,603) | (78,878) |
| Interest expense | 2,596,783 | 2,353,074 |
| Interest income | (151,987) | (113,514) |
| Dividend income | (736,402) | (1,770,576) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (949,349) | (6,258,952) |
| Gains on disposal of property, plant and equipment | (19,366) | (57,570) |
| Property, plant and equipment transferred to expenses | 94 | 282 |
| Gain on disposal of investments accounted for using equity method | (3,934) | - |
| Unrealized losses from affiliated companies | 8,126 | (8,409) |
| Unrealized foreign exchange (gains) losses | (177,809) | 280,117 |
| Total adjustments to reconcile profit (loss) | 7,528,063 | 2,218,080 |
| Changes in operating assets and liabilities: | ||
| Decrease in notes receivable | 305,348 | 3,371 |
| (Increase) decrease in trade receivables (including related parties) | (1,146,828) | 548,886 |
| Decrease (increase) in other receivables | 212,482 | (666,805) |
| Decrease (increase) in inventories | 527,332 | (456,613) |
| (Increase) decrease in other current assets | (814,911) | 688,394 |
| Total changes in operating assets | (916,577) | 117,233 |
| Decrease in notes and trade payables (including related parties) | (645,375) | (532,147) |
| (Decrease) increase in other payable | (213,530) | 3,089 |
| (Decrease) increase in other current liabilities | (16,631) | 30,160 |
| Decrease in net defined benefit liability | (1,303,106) | (1,663,964) |
| Total changes in operating liabilities | (2,178,642) | (2,162,862) |
| Total changes in operating assets and liabilities | (3,095,219) | (2,045,629) |
| Total adjustments | 4,432,844 | 172,451 |
| Cash inflow generated from operations | 8,324,580 | 5,909,836 |
| Interest received | 152,864 | 113,540 |
| Dividends received | 28,710,636 | 14,209,816 |
| Interest paid | (2,695,543) | (2,366,074) |
| Income taxes paid | (1,890,727) | (3,450,667) |
| Net cash flows from operating activities | 32,601,810 | 14,416,451 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 3,484 | 6,847 |
| Acquisition of investments accounted for using equity method | (2,569,646) | (2,048,600) |
| Disposal of investments accounted for using equity method | 3,934 | - |
| Acquisition of property, plant and equipment | (4,597,489) | (5,163,679) |
| Proceeds from disposal of property, plant and equipment | 23,855 | 74,303 |
| Decrease in refundable deposits | 72,157 | 99,286 |
| Decrease (increase) in other receivables due from related parties | 2,768,195 | (633,591) |
| Increase in other non-current assets | (4,067,305) | (5,007,065) |
| Net cash flows used in investing activities | (8,362,815) | (12,672,499) |
| Cash flows from (used in) financing activities: | ||
| Decrease in short-term borrowings | (8,569,449) | (7,773,659) |
| Increase in short-term notes and bills payable | 6,600,000 | 900,000 |
| Proceeds from issuing bonds | - | 12,979,826 |
| Repayments of bonds | (9,275,000) | (11,575,000) |
| Proceeds from long-term borrowings | 29,800,000 | 26,250,000 |
| Repayments of long-term borrowings | (28,300,000) | (6,500,000) |
| Increase in guarantee deposits | 49,715 | 29,820 |
| Payment of lease liabilities | (24,491) | (22,912) |
| (Decrease) increase in other non-current liabilities | (8,257) | 38,385 |
| Cash dividends paid | (5,615,258) | (23,833,140) |
| Net cash flows used in financing activities | (15,342,740) | (9,506,680) |
| Effect of exchange rate changes on cash and cash equivalents | 72,044 | (27,107) |
| Net increase (decrease) in cash and cash equivalents | 8,968,299 | (7,789,835) |
| Cash and cash equivalents at beginning of period | 2,363,334 | 10,153,169 |
| Cash and cash equivalents at end of period | $ 11,331,633 | 2,363,334 |
See accompanying notes to financial statements.
NAN YA PLASTICS CORPORATION
Statement of Profits Distribution
For the year of 2024
Unit : NT$
| Items | Amount |
|---|---|
| Available for Distribution: | |
| 1. Unappropriated retained earnings of previous years | 21,815,814,593 |
| 2. Net Income of 2024 | 3,340,129,097 |
| 3. Reversal of Special Reserve | 6,068,337 |
| 4. Change in retained earnings resulting from | |
| Other Comprehensive Income | 527,773,318 |
| Total | 25,689,785,345 |
| Distribution Items: | |
| 1. Distribution of dividends and bonuses in cash | |
| ($0.7 per share) | 5,551,575,112 |
| 2. Unappropriated retained earnings | 20,138,210,233 |
| Total | 25,689,785,345 |
| Explanation | |
| 1. According to Article 26 of the Company's Articles of Incorporation, the Board of Directors is authorized to distribute the cash dividends. Such distribution shall be reported to the shareholders' meeting. | |
| 2. The Company's Legal Reserve has exceeded its Paid-in Capital. Pursuant to Paragraph 1, Article 237 of the Company Act and Article 26 of the Company's Articles of Incorporation, no Legal Reserve will be appropriated for this year. | |
| 3. The distribution is dividend of $0.7 per share in cash. The total distribution amount to $5,551,575,112, including $3,340,129,097 from the Net Income of 2024 and $2,211,446,015 from the retained earnings accumulated after 1998. | |
| 4. Reversal of Special Reserve is to revert the Special Reserve formerly appropriated from the asset revaluation increments as the relevant assets are disposed. | |
| 5. Change in retained earnings results from items other than Net Income is mainly due to the remeasurement of defined benefit obligation. | |
| 6. The distribution of dividend will be rounded to the nearest dollar for each individual shareholder. |
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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 and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material 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, 2024 and 2023, 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 audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports 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 consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Group's financial statements are stated as follows:
- Revenue recognition
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.
38
39
How the matter was addressed in our audit
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 Group’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.
2. Valuation of inventories
Please refer to note 4(h) "Inventories" for accounting policy related to valuation of inventories, and note 6(f) "Inventories" for information related to valuation of inventories of the consolidated financial statements.
How the matter was addressed in our audit
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.
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.
40
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 12.78% and 11.53% of the consolidated total assets as at December 31, 2024 and 2023, respectively; and the total revenues constituting 14.78% and 13.44% of the consolidated total revenues for the years ended December 31, 2024 and 2023, respectively. The investment in aforementioned investee companies accounted for using the equity method constituted 12.39% and 12.94% of the consolidated total assets as at December 31, 2024 and 2023, respectively, and the related share of profit of associated and joint ventures accounted for using the equity method constituted (36.57)% and 51.28% of consolidated total comprehensive income for the years ended December 31, 2024 and 2023, respectively.
The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2024 and 2023, 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.
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
41
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 Ko, Hui-Chih and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
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Independent Auditors' Report
To the Board of Directors of NAN YA PLASTICS CORPORATION:
Opinion
We have audited the financial statements of NAN YA PLASTICS CORPORATION("the Company"), which comprise the balance sheets as of December 31, 2024 and 2023, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports 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, 2024 and 2023, 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 audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports 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:
- 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 of the financial statements.
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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.
2. Valuation of inventories
Please refer to note 4(g) "Inventories" for the accounting policy related to valuation of inventories, and note 6(f) "Inventories" for information related to valuation of inventories of the financial statements.
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 investments 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 21.32% and 21.42% of total assets at December 31, 2024 and 2023, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method constituting 28.46% and 46.93% of total profit before tax for the years ended December 31, 2024 and 2023, 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 Standards on Auditing of 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 the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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
Ko, Hui-Chih and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2025
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’ compensation: | |
|---|---|
| Employees Cash Compensation | NT$ 3,895,632 |
| 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 dividends capitalization: | |
| Share amount of employees’ stock Compensation | 0 share |
| Percentage of the share amount to that of all stock dividends capitalization | 0% |
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, 2024
Article 1: The Company was originally named Nan Ya Plastics Processing Co., Ltd, incorporated under the Company Act of the Republic of China, and its name was changed to Nan Ya Plastics Corporation upon the resolution of special shareholders’ meeting On August 15, 1967.
Article 2: The scope of business of the Company shall be as follows:
- C301010 Yarn Spinning Mills
- C302010 Knit Fabric Mills
- C303010 Non-woven Fabrics Mills
- C305010 Printing, Dyeing, and Finishing Mills
- C601040 Processed Paper Manufacturing
- C601990 Other Paper Products Manufacturing
- C801010 Basic Industrial Chemical Manufacturing
- C801020 Petrochemical Manufacturing
- C801060 Synthetic Rubber Manufacturing
- C801100 Synthetic Resin & Plastic Manufacturing
- C801110 Fertilizer Manufacturing
- C801120 Manmade Fiber Manufacturing
- C801990 Other Chemical Materials Manufacturing
- C802041 Drugs and Medicines Manufacturing
- C802120 Industrial Catalyst Manufacturing
- C802170 Poisonous and Concerned Chemical Material Manufacturing
- C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing
- C805010 Plastic Sheets, Pipes and Tubes
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Manufacturing
- C805020 Plastic Sheets & Bags Manufacturing
- C805070 Strengthened Plastic Products
Manufacturing
- C805990 Other Plastic Products Manufacturing
- C901020 Glass and glass made products
Manufacturing
- C901060 Refractory Materials Manufacturing
- CB01010 Machinery and Equipment Manufacturing
- CB01030 Pollution Controlling Equipment
Manufacturing
- CB01990 Other Machinery Manufacturing Not Elsewhere Classified
- CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery
Manufacturing
- CC01080 Electronic Parts and Components
Manufacturing
- CC01090 Batteries Manufacturing
- CQ01010 Die Manufacturing
- CZ99990 Other Industrial Products Manufacturing Not Elsewhere Classified
- D101050 Steam and Electricity Paragenesis
- D401010 Heat Energy Supplying
- E599010 Pipe Lines Construction
- E601010 Electric Appliance Construction
- E603050 Cybernation Equipment Construction
- E604010 Machinery Installation Construction
- EZ15010 Warming and Cooling Maintenance
Construction
- HHHHH701020 Industrial Factory Buildings Lease Construction and Development
- H701040 Specialized Field Construction and Development
- I199990 Other Consultancy
- ID01010 Metrological Instruments Identify
- IZ99990 Other Industry and Commerce Services Not Elsewhere Classified
- J101030 Waste Clearing
- J101040 Waste Disposing
- J101050 Sanitary and Pollution Controlling Services
- J101060 Wastewater (Sewage) Treatment
- CE01021 Metrological Instruments Manufacturing
- CF01011 Medical Devices Manufacturing
- F108031 Wholesale of Medical Devices
- F208031 Retail Sale of Medical Apparatus
- 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. 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 application shall be enclosed by the corporate shareholders.
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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
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agency as approved by the competent securities authority, the voting rights of a shareholder representing two and more shareholders shall not exceed 3% of total shares issued and the voting shares exceeding the percentage will be excluded from the calculation. After the proxy is delivered to the Company, the shareholder shall give written notice of proxy cancellation at least two days before the meeting if the shareholder intends to attend the meeting in person or to exercise voting rights in writing or via electronic method. For cancellation beyond the deadline, the voting rights exercised by the proxy shall prevail.
Article 14: Except otherwise provided in the Company Act, the resolutions of shareholders’ meeting shall be adopted by a majority vote of the shareholders’ present, who represent more than one-half of the total number of voting shares.
Revolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting. The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting. The electronic method may be adopted for the production and distribution of meeting minutes.
The distribution of preceding meeting minutes may be replaced by the announcement made on the MOPS.
Article 15: The Chairman of the Board of Directors shall preside
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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 9 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 Company shall have at least 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.
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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 from each other in accordance with the manner set forth in the preceding Paragraph. The Chairman shall represent the Company.
Article 18: The Chairman of the Board of Directors shall preside of the meeting of the Board of Directors. In the absence of the Chairman or in case that he is unable to exercise rights for causes, the Vice Chairman of the Board of Directors shall act on his behalf. If the Vice Chairman is absent or in case that he is unable to exercise rights for causes, the Chairman of the Board of Directors shall designate one of the Managing Directors to act on behalf of him. If the Chairman of the Board of Directors does not designate any deputy on his behalf, the Managing Directors or Directors of the Board shall elect one from among themselves as deputy.
Unless there is regulation specified otherwise in the Company Act, the resolutions of the Board of Directors of the Company shall be adopted by a majority vote of the shareholders' present, who represent more than
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one-half of the total number of voting shares.
The directors shall attend meeting in person. Except for regulations provided otherwise by the Company Act for directors living abroad, if any Director of the Board of the Company cannot attend the meeting for causes, he may issue a written proxy to other directors for attending the meeting. However, a director may accept the appointment to act as the proxy with extinct extent of authorization of one other director only. In case a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
In calling a meeting of the Board of Directors, the notice with reasons specified shall be given to all directors within 7 days in advance. However, the meeting may be convened anytime for emergency events. The notice of the meeting of the Board of Directors may be made in writing, email or facsimile.
Article 19: The functions and powers of Board of Directors:
- Review important articles and bylaws of the Company.
- Review operational guidelines of the Company.
- Draw up the budget and final account of the Company.
- Prepare the proposal concerning the appropriation of net profits of the Company.
- Prepare the capital increment or reduction of the Company.
- Employ or discharge important personnel of the Company.
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- Review business reports of the Company.
- Determine the procurement and disposition of important properties of the Company.
- Other functions empowered by the laws and regulations and shareholders' meeting.
The Board of the Directors may authorize the Chairman to exercise functions of the Board during the adjourned period. Except for the material interest or related parties transactions involved to be resolved by the Board of Directors pursuant to the laws of related articles, the content of authorization is as follows:
- Approve all important contracts.
- Approve the mortgage loan of real estate and other loans.
- Approve acquisition or disposal of the general assets and real estate.
- Assign the directors and supervisors of the investee. Approve the record date of capital increment or reduction and divided distribution.
Article 20: (deleted)
Article 21: The Company may have certain number of managers. Their employment, discharge and compensation shall be managed in accordance with Article 29 of the Company Act.
Article 22: (deleted)
Article 23: The president shall manage the daily operation of the Company pursuant to the order of Chairman and the resolutions of the Board of Directors.
Article 24: The fiscal year of the Company shall be from January 1 to December 31 every year. After the close of each fiscal
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year, the Board of Directors shall prepare following statements and records and submit the same to the general meeting of shareholders for ratification:
- The business report;
- The financial statements; and
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 but where such legal reserve amounts to the total paid-in capital, this provision shall not apply. In addition, special earning reserve shall be set aside as necessary. 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 is authorized to distribute dividends paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by over two-thirds of the directors; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting. The dividends paid in stock shall
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be submitted for the approval in a shareholders’ meeting. Preceding special earning reserves include:
- The earning reserved recognized for special purpose
- Investment income recognized under the equity method
- The net assessment income recognized due to financial product transactions, however, when the accumulated amount is reduced, the equal amount of special earning reserve shall be reduced simultaneously and up to the reserved number.
- Other special earning reserve pursuant to laws and regulations
The Company is in matured phase of business cycle with stable profit every year. The dividend policies adopt the combination of cash dividend, capital increment by earning and by capital reserve. At least 50% of distributable earning deducted by the legal and special reserve shall be distributed, and the cash dividend shall be prioritized. Meanwhile, the percentage of capital increment by earning and capital reserve shall not exceed 50% of all dividend in that year.
Article 27: The bylaws and enforcement rules of the Company shall be established otherwise.
Article 28: Matters not provided for in these Articles of Incorporation shall be governed by the Company Act and other relevant laws.
Article 29: These Articles of Incorporation were adopted on July 26, 1958. The 1st Amendment was on July 15, 1960, 2nd Amendment on June 25, 1961, 3rd Amendment on July 15, 1962, 4th Amendment on Sept. 15, 1962, 5th
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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 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, 68th Amendment on June 10, 2022, 69th Amendment on June 19, 2024.
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Rules for Election of Directors of Nan Ya Plastics Corporation
Amended by the Annual Shareholders’ Meeting on July 27, 2021
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
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 describe each nominee's name, educational background, and work experience.
The Board of Directors, or other person having the authority to call a shareholders' meeting, except under any of the following circumstances, shall include all qualified nominees in the slate of director candidates:
- Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
- Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.
- Where the number of nominees exceeds the number of directors to be elected.
- Where the nominating shareholder fails to describe the nominee's name, educational background, and work experience.
Article 6: The Board of Directors or 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.
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Article 7: A voter must fill the director candidate's full name in the "candidate" column of the ballot based on the director candidate list.
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. 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.
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 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 July 27, 2021
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 shareholder 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, 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
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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. 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 responsibilities, and the providing procedure shall be in accordance with Article 172-1 of the Company Act.
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 shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders' Meeting the
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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 personnel assigned to handle the registrations.
The Company shall furnish attending shareholders with the
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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 juristic person director that serves as chair.
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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, and meanwhile shall announce the related information about the total number of shares held by shareholders having no voting right and the total 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
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such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of 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
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majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and 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.
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With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
In case a director of the Company has created a pledge on the Company's shares more than half of the Company's shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised.
The number of shares for which voting rights may not be exercised under the preceding two paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a stock agency approved by the competent securities authority, when one 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
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way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
A shareholder intending to exercise voting rights in writing or by way of electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations of intent are delivered, the one received earliest by the Company shall prevail, except when a declaration is made to revoke the earlier declaration of intention.
After a shareholder has exercised voting rights in writing or by way of electronic transmission, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to rescind the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, no later than 2 days prior to the scheduled shareholders’ meeting date. If the notice of rescission is 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
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the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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 and not elected as directors, and the numbers of votes with which they were elected and not 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
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copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (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
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the Chair's correction, obstructing the proceedings and refusing to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: When a meeting is in progress, the Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
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Nan Ya Plastics Corporation Shareholdings of Directors
| Title | Name | Shareholding (share) |
|---|---|---|
| Chairman | Chia Chau, Wu | 79,030 |
| Managing Director | Wen Yuan, Wong | 37,483,606 |
| Managing Director | Wilfred Wang | |
| Representative of Formosa | ||
| Petrochemical Corp. | 179,214,423 | |
| Managing Director | Ruey Yu, Wang | 18,822,421 |
| Managing Director | ||
| (Independent Director) | Chih Kang, Wang | 0 |
| Independent Director | Yi Fu, Lin | 0 |
| Independent Director | Yun Peng, Chu | 1,199 |
| Director | Ming Jen, Tzou | 188,742 |
| Director | Shen Yi, Lee | 0 |
| Director | Zo Chun, Jen | |
| Representative of Formosa | ||
| Plastics Corp. | 783,356,866 | |
| Director | Kuei Yung, Wang | 10,723,271 |
| Director | Fong Chin, Lin | 67,696 |
| Director | Cheng Chung, Lee | 0 |
| Director | Chung Yueh Shih | |
| Representative of Formosa | ||
| Chemicals & Fibre Corp. | 413,327,750 | |
| Director | Ching Cheng, Chang | |
| Representative of Freedom | ||
| Internation Enterprise | ||
| Company | 3,287,472 |
Note: According to Article 26 of the Securities and Exchange Act, the minimum shareholdings of the Company's Directors are 126,893,146 shares. As of April 14, 2025, the actual shareholdings of the Company's Directors are 1,446,522,476 shares.