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NPC — AGM Information 2026
Apr 28, 2026
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AGM Information
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NAN YA PLASTICS CORPORATION
2026 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.)
MAY 29, 2026
Table of Contents
Meeting Procedure ... Page 1
Meeting Agenda ... Page 2
Report Items ... Page 3
Ratification Items ... Page 13
Discussion Items ... Page 15
Election Items ... Page 20
Appendices ... Page 30
- 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
- Procedures for Acquisition or Disposal of Assets
- 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
2026 ANNUAL SHAREHOLDERS' MEETING
PROCEDURE
- Call Meeting to Order
- Chairman’s Address
- Report Items
- Ratification Items
- Discussion Items
- Election Items
- Extraordinary Motions
- Meeting Adjourned
NAN YA PLASTICS CORPORATION
2026 ANNUAL SHAREHOLDERS' MEETING
AGENDA
Time: 9:00 a.m., Friday, May 29, 2026
Venue: Illume Taipei
(No. 100 Dun Hua North Road, Taipei, Taiwan)
Meeting type: Physical Meeting
-
Report Items
(1) 2025 Business Report
(2) Audit Committee’s Review Report on the 2025 Financial Statements
(3) Distribution of 2025 Employees’ Compensation
(4) Distribution of 2025 Cash Dividends
(5) Issuance of 2025 Domestic Unsecured Ordinary Corporate Bonds -
Ratification Items
(1) Please approve the 2025 Business Report and Financial Statements as required by the Company Act.
(2) Please approve the Proposal for Distribution of 2025 Profits as required by the Company Act. -
Discussion Items
(1) Amendment of Procedures for Acquisition and Disposal of Assets of the Company. -
Election Items
By-election of one Independent Director.
2
Report Items
-
About the Company’s business operation condition of 2025, please refer to Business Report for further details (on page 5 of the Handbook.) which is hereby reported for record.
-
The Company’s Audit Committee members reviewed the 2025 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 12 of the Handbook.)
-
The Company has issued the report on compensation distributed to its employees for 2025.
The pre-tax profit prior to deducting employees’ compensation distributable for 2025 is NT$4,749,817,949. As there are no accumulated losses, pursuant to Article 25 of the Articles of Incorporation, 0.1% of the profit, totaling NT$4,749,818, is allocated as employees’ compensation. Of the aforementioned amount, 0.04% of the pre-tax profit, totaling NT$1,899,927, shall be allocated as compensation for junior employees, all of which will be distributed in cash. The above is hereby reported for record.
- The Company has issued the report on cash dividend distribution for 2025.
The Board of Directors of the Company resolved the total amount of the cash dividend NT$6,344,657,271 with NT$0.8 per share for 2025 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.
- Issue of NT$12.8 Billion Domestic Unsecured Ordinary Corporate Bonds in 2025.
To raise long-term funds for debt repayment, the Board of Directors resolved on Dec. 17, 2024 to issue 2025 domestic unsecured ordinary
corporate bonds of NT$15.0 billion. In consideration of market interest rates and actual funding requirements, the Company has successfully issued NT$12.8 billion. Regarding the remaining unissued quota of NT$2.2 billion, the Company determined a lack of economies of scale and refrained from submitting an application to the Taipei Exchange. This matter was reported to the Board of Directors on Dec. 16, 2025.
A summary of the major terms of the aforementioned bonds are as follows:
| Name Item | 1^{st} domestic unsecured corporate bond for 2025 | 2^{nd} domestic unsecured corporate bond for 2025 |
|---|---|---|
| Total price | NT$ 5,400,000,000 | Tranche A : NT$ 3,900,000,000 |
| Tranche B : NT$ 3,500,000,000 | ||
| Issue date | 2025.5.20 | 2025.9.19 |
| Coupon rate | 2.08% | Tranche A : 1.90% |
| Tranche B : 2.03% | ||
| Tenor | 5 years | Tranche A : 5 years |
| Tranche B : 10 years | ||
| Coupon Frequency | Annual Interest shall be paid as simple interest rate. | Annual Interest shall be paid as simple interest rate. |
| Repayment method | Half of the principal shall be repaid upon the end of the fourth and fifth years, respectively from the date of issue. | Tranche A : Half of the principal shall be repaid upon the end of the fourth and fifth years, respectively from the date of issue. |
| Tranche B : Half of the principal shall be repaid upon the end of the ninth and tenth years, respectively from the date of issue. |
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Nan Ya Plastics Corporation 2025 Business Report
1.2025 Business Report
In 2025, Nan Ya Plastics Corp. (NPC) recorded a consolidated revenue of NT$259.91 billion, marking a 0.1% increase from NT$259.61 billion in 2024; and consolidated pre-tax income of NT$6.46 billion, reflecting a 42.8% growth from NT$4.52 billion in 2024.
The Company has undergone multiple industrial transformations since its establishment. Currently, revenue from electronic products and materials constitutes the largest share, reflecting the Company’s strategic transformation into a “diversified portfolio” with a primary focus on the electronics sector. In recent years, the operating environment has been subject to multifaceted pressures arising from market dynamics, geopolitical developments, technological innovation, and sustainability trends, compelling enterprises to pursue "innovation-driven development" and continuously identify opportunities amid adversity.
In 2025, driven by the AI boom, demand across the supply chain expanded rapidly. Supported by the strong performance of the Company’s electronic materials business, as well as significant profit contributions from Nan Ya Printed Circuit Board Corp. (Nan Ya PCB) and Nan Ya Technology Corp., the Company achieved overall profit growth.
In addition to electronic materials, the Company’s business portfolio also encompasses plastic processing, chemical products, and polyester products.
In terms of plastic processing, advancement in processing technology has led to the development of new applications, new materials, and eco-friendly products for the medical industry, such as wafer protection film, spacer for optoelectronic applications, and leuko-reduction blood bag set. These products have been widely applied across various industries. Simultaneously, the production lines have integrated automated monitoring equipment to enhance machine production efficiency, while actively expanding into high-end and high-potential emerging markets, enabling stable and steady operational growth.
In terms of chemical products, the global chemical market continued to face pressure from capacity spillover from Mainland China, intensified competition, and weak end-market demand. As a result, market prices for most chemical products declined, leading to operating losses in the chemical products segment. Going forward, the Company will continue to optimize and consolidate production lines, introduce new products, and strengthen expansion into markets outside Mainland China in order to improve revenue performance and profitability.
In the field of polyester products, revenue declined due to the impact of U.S. tariff policies, excess production capacity, and low-priced dumping from Mainland China. The Company has developed advanced polyester recovery technologies and established a polyester recycling brand, "SAYA." In addition, the Company has launched differentiated products, such as polyester pellets for medical applications and colored yarns for 3C transmission cables. It has also collaborated with Japanese partners to co-develop new products, expanding the application scope of fiber products and further enhancing overall business performance.
In terms of electronic materials, driven by the rapid advancement of artificial intelligence (AI) technologies, demand for AI servers and high-performance computing (HPC) has grown significantly. Coupled with a tight supply of advanced materials and rising copper prices, both volume and prices of products such as copper clad laminates (CCL), copper foil, and fiber glass yarn and fabrics increased, resulting in simultaneous growth in revenue and profitability.
The electronic materials business will continue to focus on the development of high-frequency, high-speed, low-dielectric, and low-coefficient-of-thermal-expansion materials, strengthening its presence in advanced manufacturing processes and high-end applications. In addition to producing mid-to-high-end raw materials in-house, the Company will collaborate with international industry leaders through capacity complementarity, expanding both production and sales capabilities, actively develop electronic-grade chemicals and semiconductor materials, further deepening its presence in the electronic materials market.
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Leveraging its comprehensive upstream and downstream vertical integration, the Company benefits from a stable supply of raw materials and one-stop supply capabilities, enabling it to effectively meet customer needs, strengthen market competitiveness and growth momentum, and further enhance overall performance.
In the field of circuit boards, 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. In 2025, driven by increased sales of application products such as high-end switches and graphics processing units (GPUs), both revenue and profitability recorded significant growth.
The reinvested subsidiary, Nan Ya Technology Corp., is dedicated to developing, manufacturing, and selling DRAM products. In 2025, major international memory manufacturers shifted production capacity toward advanced process technologies and High Bandwidth Memory (HBM), resulting in tighter supply in the DDR4 market and a significant rebound in market prices. Benefiting from the price recovery and an optimized product mix, Nan Ya Technology Corp., recorded its best quarterly profit in the fourth quarter in nearly five years, driving full-year operations from loss to profit.
In response to evolving geopolitical and economic conditions as well as technological advancements, the Company announced four major transformation strategies as its core business direction in June 2024: ① product transformation, ② business transformation, ③ low-carbon transformation, and ④ digital transformation. These strategies will support the Company's development across three key directions: ① Semiconductors and advanced electronic materials, ② Decarbonization, new energy, and low-carbon products, ③ Biotechnology and healthcare sectors. The four transformation initiatives are outlined as follows:
- Product Transformation: Increase the proportion of high-value and differentiated products, develop new application areas, and expand into new markets.
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- 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.
2.2025 Operating Status
The consolidated operating revenue was NT$259.91 billion in 2025, an increase of NT$0.30 billion, 0.1% over NT$259.61 billion in 2024. Deducted operating costs NT$238.31 billion and selling expenses and administrative expenses NT$17.90 billion the operating income was NT$3.70 billion and the operating margin was 1.4% in 2025 which increased 727.6% compared with NT$0.45 billion in 2024. Added up non-operating income and expenses NT$ 2.76 billion, the pre-tax income of 2025 was NT$6.46 billion and the pre-tax income margin was 2.5%, an increase of 42.8% over NT$4.52 billion in 2024.
3.2026 Business Outlook
Looking ahead to 2026, the operating environment will continue to face multifaceted pressures arising from market dynamics, geopolitical developments, technological innovation, and sustainability trends. The Company will remain guided by the core principles of "diversified portfolio" and "innovation-driven development," seeking opportunities amid adversity, with "accelerating transformation" and "strengthening operations" as its key execution priorities.
"Business transformation" is a long-term and challenging process that requires time to take effect. In order to achieve more immediate results in the short term, the Company will first advance "product transformation" by optimizing its product portfolio, enhancing the mix of differentiated products, and improving profitability in the near term. At the same time,
the Company will leverage artificial intelligence technologies to deepen management capabilities and establish a comprehensive digital platform. By balancing both short-term initiatives and long-term development strategies, the Company expects its operational performance to continue improving steadily.
At present, the Company is advancing 42 transformation projects through either in-house research and development or external collaborations. By 2030, the Company plans to invest a total of NT$12.4 billion, which is expected to generate an estimated annual output value of NT$42.6 billion. Going forward, the Company will continue to deepen its strategic deployment across the following key areas:
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Development of a new medical materials business – The Company plans to initiate the development of 21 products. In the initial stage, four key products—leuko-reduction blood bag set, cell culture bags, vacuum blood collection tubes, and anti-adhesion membranes—will serve as the core focus for establishing the Nan Ya medical materials brand, followed by the expansion into additional product categories.
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Investment in semiconductor materials – The Company plans to undertake the development of 6 products, including thin films for semiconductor processing, G2 electronic grade hydrogen peroxide, electronic grade $\mathrm{CO}_{2}$, and PFA (Perfluoroalkoxy alkane) tubing, etc.
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Establishment of a comprehensive power solutions business – In view of the substantial electricity demand associated with large-scale data centers, a robust power grid system is essential. In addition to its existing power distribution products, the Company will collaborate with overseas partners to develop extra-high-voltage transmission equipment and participate in projects aimed at enhancing power grid resilience. In the field of power transmission and distribution, the Company will transform from a “single equipment supplier” into a “provider of integrated power system solutions.”
In terms of environmental sustainability, the Company is actively engaged in the development of high value-added green products, while implementing initiatives such as water conservation, energy efficiency
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improvements, and waste reduction. Internally, the Company promotes multiple recycling and reuse mechanisms to reduce resource consumption. Externally, it actively collaborates with upstream and downstream value chain partners to expand the market for low-carbon recycled products. In addition, a number of the Company's products have obtained ISCC Plus certification, demonstrating its strong commitment to sustainable operations.
Furthermore, with the goal of achieving "Carbon Neutrality by 2050", the Company is implementing strategies including "low-carbon energy transition", "energy conservation, carbon reduction, and circular economy practices", "increasing renewable energy usage," and "the application of carbon capture technologies". Through these concrete actions, the Company aims to respond to the global decarbonization trend and establish a business model that balances growth and sustainability.
In terms of management enhancement, the Company will focus on establishing a high-efficiency operational management system. It will continue to introduce artificial intelligence technologies into equipment and production processes, integrate digitalized data, and build a comprehensive management platform to strengthen process optimization and control. These initiatives will help improve product quality while reducing raw material and energy consumption. By leveraging big data analytics and automated management systems, the Company is committed to building a forward-looking and resilient smart manufacturing system, thereby laying a solid foundation for the Company's long-term growth.
In terms of new expansions and investments, several investment projects are scheduled to be completed and commence operations in 2026. These include the production of release film at the Shulin Plant in Taiwan, PET-modified pellets at the Linkou Plant, the solar system installation at the Xingang Plant, and the production of 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 PFA (Perfluoroalkoxy alkane) tubing and fittings at the Chiayi Plant, electronic grade liquid $\mathrm{CO}_{2}$ at the Mailiao Plant in
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Taiwan, copper foil production at the Huizhou Plant, and epoxy resin expansion at the Kunshan Plant in 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
11
NAN YA PLASTICS CORPORATION
Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2025 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: Yi-Fu, Lin
March 11, 2026
12
13
Ratification Items
Proposal 1
Proposal: For approval of the 2025 Business Report and Financial Statements as required by the Company Act.
Proposed by the Board of Directors
Explanation:
-
The preparation of the Company’s 2025 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on March 11, 2026, and audited by independent auditors, Ms. Hsin-Yi, Kuo 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 5 through page 11 of the Meeting Handbook. As for the Financial Statements, please refer to page 21 through page 28 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution:
14
Ratification Items
Proposal 2
Proposal: For Approval of the Proposal for Distribution of 2025 Profits as required by the Company Act.
Proposed by the Board of Directors
Attachment:
Please refer to page 29 of the Handbook for the Statement of Profits Distribution, which has been reviewed by the Audit Committee members of Nan Ya Plastics Corporation and approved by the Board of Directors on March 11, 2026.
Resolution:
15
Discussion Items
Proposal 1
Proposal: Amendment of Procedures for Acquisition and Disposal of Assets of the Company. Please discuss and resolve.
Proposed by the Board of Directors
Explanation:
To comply with the requirements provided in the order Jin-Guan-Zheng-Fa-Zi No.1140383333 dated July 24, 2025 by the Financial Supervisory Commission, Articles 28 of Procedures for Acquisition or Disposal of Assets of the Company have been amended. The comparison table for Article 28 before and after amendment is hereby attached. Please determine whether the amendments are reasonable.
| Article | Current Article | Amended Article | Reason for Amendment |
|---|---|---|---|
| Article 28 | Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: | ||
| 1. Acquisition or disposal of real property | Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: | ||
| 1. Acquisition or disposal of real property | Amended to comply with the order Jin-Guan-Zheng-Fa-Zi No.1140383333 dated July 24, 2025 by the Financial Supervisory Commission. |
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| or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NTD 300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or assignment of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the | or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NTD 300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or assignment of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the | |
|---|---|---|
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| | procedures adopted by the Company.
4. Where equipment/machinery or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the trading counterparty is not a related party, and the transaction amount is more than NTD 1 billion.
5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the trading counterparty is not a related party, and the amount the Company expects to invest in the transaction is more than NTD 500 million.
6. An asset transaction other than any of those | procedures adopted by the Company.
4. Where equipment/machinery or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the trading counterparty is not a related party, and the transaction amount reaches 5 percent of paid-in capital.
5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the trading counterparty is not a related party, and the amount the Company expects to invest in the transaction is more than NTD 500 million.
6. Government bonds, ordinary corporate |
| --- | --- | --- |
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| referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paid-in capital or NTD 300 million or more, provided this shall not apply to the following circumstances: (1) Trading of domestic government bonds or foreign government bonds with a sovereign rating not lower than the sovereign rating of the R.O.C. (2) Trading of bonds under repurchase/resale agreements or the subscription or repurchase of money market funds issued by domestic securities investment trust enterprises. | bonds, or general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, where not falling under any of the items in the proviso of subparagraph 7, and furthermore the trading counterparty is not a related party and the transaction amount reaches 5 percent of paid-in capital. 7. An asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paid-in capital or NTD 300 million or more, provided this shall not apply to the following circumstances: (1) Trading of domestic government bonds or | |
|---|---|---|
19
| | | foreign government
bonds with a sovereign
rating not lower than the
sovereign rating of the
R.O.C.
(2) Trading of bonds
under repurchase/resale
agreements or the
subscription or
repurchase of money
market funds issued by
domestic securities
investment trust
enterprises.
(below omitted) | |
| --- | --- | --- | --- |
Resolution:
20
Election Items
Proposal: By-election of one Independent Director. Please discuss and resolve.
Proposed by the Board of Directors
Explanation:
-
The Company’s independent director Yun-Peng, Chu resigned on January 29, 2026. In compliance with the Securities and Exchange Act, a by-election for one Independent Director will be conducted via the cumulative voting system. The tenure of new session of independent director starting from May 29, 2026 to June 11, 2028.
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The election of 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. Shareholders shall elect independent director from the list of candidates. The list of independent director candidates nominated by the Board of Directors on March 11, 2026, is as follows:
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Jang hwa, Leu | EMBA, Business Administration, National Taipei University Master of Science in Electrical Engineering, National Taiwan University Bachelor of Science in Physics, National Taiwan University | Current Appointment: Secretary General, Chinese National Federation of Industries Executive Director, Sun Yun-Suan Foundation | |
| Experiences: Director General, Administration for Digital Industries, Ministry of Digital Affairs | |||
| Director General and Deputy Director General, Industrial Development Bureau, Ministry of Economic Affairs | |||
| Director, Electronics and Information Technology Industry Division, Ministry of Economic Affairs | 0 |
Resolution:
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | ||||||||||||
| 1100 | Cash and cash equivalents (notes 6(a) and (w)) | $ 46,149,879 | 8 | 66,445,373 | 11 | 2100 | Short-term borrowings (notes 6(l), (w), (z) and 8) | $ 35,241,700 | 6 | 22,975,600 | 4 | |
| 1110 | Current financial assets at fair value through profit or loss (notes 6(b) and (w)) | 1,849,655 | - | 1,846,201 | - | 2110 | Short-term notes and bills payable (notes 6(k), (w) and (z)) | 17,928,175 | 3 | 42,850,386 | 7 | |
| 1120 | Current financial assets at fair value through other comprehensive income (notes 6(c), (w) and 8) | 16,124,456 | 3 | 14,407,700 | 2 | 2170 | Notes and trade payables (note 6(w)) | 9,092,911 | 1 | 7,689,760 | 1 | |
| 2180 | Trade payables to related parties (notes 6(w) and 7) | 4,133,441 | 1 | 7,363,533 | 1 | |||||||
| 1150 | Notes receivable, net (notes 6(d) and (w)) | 3,587,126 | 1 | 2,853,793 | 1 | 2200 | Other payables (including related parties) (note 7) | 24,690,856 | 4 | 25,078,374 | 4 | |
| 1170 | Trade receivables, net (notes 6(d) and (w)) | 41,587,652 | 7 | 37,190,281 | 6 | 2280 | Current lease liabilities(notes 6(o), (w), (z) and 7) | 129,865 | - | 110,121 | - | |
| 1180 | Trade receivables due from related parties (notes 6(d), (w) and 7) | 1,168,785 | - | 1,807,747 | - | 2321 | Current portion of bonds payable (notes 6(n), (w) and (z)) | 7,296,648 | 1 | 10,619,603 | 2 | |
| 1200 | Other receivables (notes 6(e) and (w)) | 2,204,201 | - | 2,633,824 | 1 | 2322 | Current portion of long-term borrowings (notes 6(m), (w) and (z)) | 32,858,930 | 5 | 20,747,315 | 3 | |
| 1210 | Other receivables due from related parties (notes 6(e), (w) and 7) | 105,107 | - | 194,530 | - | 2399 | Other current liabilities | 3,327,778 | 1 | 3,236,381 | 1 | |
| 130X | Inventories (note 6(f)) | 51,303,252 | 8 | 51,696,294 | 8 | Total current liabilities | 134,700,304 | 22 | 140,671,073 | 23 | ||
| 1470 | Other current assets (note 8) | 13,755,508 | 2 | 6,425,853 | 1 | Non-Current liabilities: | ||||||
| Total current assets | 177,835,621 | 29 | 185,501,596 | 30 | 2530 | Bonds payable (notes 6(n), (w) and (z)) | 51,354,376 | 9 | 45,862,803 | 7 | ||
| Non-current assets: | 2540 | Long-term borrowings (notes 6(m), (w), (z) and 8) | 27,982,677 | 4 | 37,286,905 | 6 | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss (notes 6(b) and (w)) | 624,655 | - | 664,863 | - | 2570 | Deferred tax liabilities (note 6(q)) | 12,035,870 | 2 | 14,932,132 | 2 | |
| 1517 | Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (w)) | 20,657,674 | 3 | 20,801,552 | 3 | 2580 | Non-current lease liabilities (notes 6(o), (w), (z) and 7) | 421,582 | - | 185,803 | - | |
| 2640 | Net defined benefit liability-non-current (note 6(p)) | 7,954,008 | 1 | 9,367,835 | 2 | |||||||
| 1550 | Investments accounted for using equity method (notes 6(g), 7 and 8) | 184,104,266 | 30 | 170,622,891 | 28 | 2645 | Guarantee deposits | 1,004,561 | - | 988,280 | - | |
| 1600 | Property, plant and equipment (notes 6(h), 7 and 8) | 206,477,647 | 34 | 218,272,850 | 35 | 2670 | Other non-current liabilities | 3,346,122 | 1 | 5,575,361 | 1 | |
| 1755 | Right-of-use assets (notes 6(i) and 7) | 1,091,721 | - | 877,666 | - | Total non-current liabilities | 104,099,196 | 17 | 114,199,119 | 18 | ||
| 1782 | Intangible assets (note 6(j)) | 1,134,727 | - | 1,327,871 | - | Total liabilities | 238,799,500 | 39 | 254,870,192 | 41 | ||
| 1812 | Technology development expense | 1,965 | - | 6,680 | - | Equity attributable to owners of parent (note 6(r)): | ||||||
| 1840 | Deferred tax assets (note 6(q)) | 2,416,916 | 1 | 2,465,461 | 1 | 3110 | Ordinary shares | 79,308,216 | 13 | 79,308,216 | 13 | |
| 1915 | Prepayments for purchase of equipment | 3,466,815 | 1 | 2,903,091 | 1 | 3200 | Capital surplus | 27,130,602 | 4 | 27,042,992 | 4 | |
| 1937 | Overdue receivables (note 6(d)) | - | - | - | - | 3300 | Retained earnings | 230,145,038 | 38 | 229,117,977 | 37 | |
| 1975 | Net defined benefit asset-non-current (note 6(p)) | 118,762 | - | 103,896 | - | 3400 | Others | 19,081,982 | 3 | 11,114,038 | 2 | |
| 1990 | Other non-current assets (note 8) | 12,667,696 | 2 | 13,925,080 | 2 | Total equity attributable to owners of parent: | 355,665,838 | 58 | 346,583,223 | 56 | ||
| Total non-current assets | 432,762,844 | 71 | 431,971,901 | 70 | 36XX | Non-controlling interests | 16,133,127 | 3 | 16,020,082 | 3 | ||
| Total equity | 371,798,965 | 61 | 362,603,305 | 59 | ||||||||
| Total assets | $ 610,598,465 | 100 | 617,473,497 | 100 | Total liabilities and equity | $ 610,598,465 | 100 | 617,473,497 | 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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(t) and 7) | $ 259,911,744 | 100 | 259,608,483 | 100 |
| 5000 | Operating costs (notes 6(f), (p), (u), 7 and 12) | 238,324,664 | 92 | 241,033,392 | 93 |
| Gross profit from operations | 21,587,080 | 8 | 18,575,091 | 7 | |
| 5910 | Less: Unrealized profit from affiliated companies (note 7) | (12,141) | - | 1,054 | - |
| Total gross profit from operations | 21,599,221 | 8 | 18,574,037 | 7 | |
| Operating expenses (notes 6(d), (o), (p), (u), 7 and 12): | |||||
| 6100 | Selling expenses | 8,538,664 | 3 | 9,043,323 | 3 |
| 6200 | Administrative expenses | 9,368,714 | 4 | 9,184,638 | 4 |
| 6450 | Impairment gains and reversal of impairment losses determined in accordance with IFRS 9 | (11,736) | - | (101,458) | - |
| Total operating expenses | 17,895,642 | 7 | 18,126,503 | 7 | |
| Net Operating income | 3,703,579 | 1 | 447,534 | - | |
| Non-operating income and expenses (notes 6(g), (v) and 7): | |||||
| 7010 | Other income | 2,600,382 | 1 | 3,299,244 | 1 |
| 7020 | Other gains and losses | (978,398) | - | 1,425,016 | 1 |
| 7050 | Finance costs | (4,267,378) | (2) | (4,347,851) | (2) |
| 7060 | Shares of profit of associates and joint ventures accounted for using equity method | 3,589,543 | 1 | 1,414,229 | 1 |
| 7100 | Interest income | 1,811,166 | 1 | 2,285,298 | 1 |
| Total non-operating income and expenses | 2,755,315 | 1 | 4,075,936 | 2 | |
| Profit before tax | 6,458,894 | 2 | 4,523,470 | 2 | |
| 7950 | Less: Income tax expenses (note 6(q)) | 1,393,254 | - | 1,216,300 | - |
| Profit | 5,065,640 | 2 | 3,307,170 | 2 | |
| 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 | 423,972 | - | 504,928 | - |
| 8316 | Unrealized (losses) gains from investments in equity instruments measured at fair value through other comprehensive income | 1,637,546 | 1 | (16,711,217) | (7) |
| 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 | 14,703,633 | 6 | (6,130,476) | (2) |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 84,987 | - | 101,138 | - |
| Total items that may not be reclassified subsequently to profit and loss | 16,680,164 | 7 | (22,437,903) | (9) | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | (6,876,731) | (3) | 12,070,200 | 4 |
| 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 | 17,656 | - | (28,921) | - |
| 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 | (6,859,075) | (3) | 12,041,279 | 4 | |
| 8300 | Other comprehensive income (loss) | 9,821,089 | 4 | (10,396,624) | (5) |
| 8500 | Total comprehensive income (loss) | $ 14,886,729 | 6 | (7,089,454) | (3) |
| Profit, attributable to: | |||||
| 8610 | Owners of parent | $ 4,518,598 | 2 | 3,340,129 | 2 |
| 8620 | Non-controlling interests | 547,042 | - | (32,959) | - |
| Comprehensive income attributable to: | $ 5,065,640 | 2 | 3,307,170 | 2 | |
| 8710 | Owners of parent | $ 14,546,580 | 6 | (7,350,918) | (3) |
| 8720 | Non-controlling interests | 340,149 | - | 261,464 | - |
| $ 14,886,729 | 6 | (7,089,454) | (3) | ||
| Basic earnings per share (note 6(s)): | Before Tax | After Tax | Before Tax | After Tax | |
| 9710 | Income from continuing operations | $ 0.82 | 0.64 | 0.57 | 0.42 |
| Income from non-controlling equity | (0.22) | (0.07) | (0.08) | - | |
| 9750 | Income attributable to shareholders of the parent | $ 0.60 | 0.57 | 0.49 | 0.42 |
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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Items of other equity interest | Non-controlling interests | |||||||||
| 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 | Total equity attributable to owners of parent | Total equity attributable to total | ||
| Balance at January 1, 2024 | $ 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 | (10,396,624) |
| 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 |
| Profit | - | - | - | - | 4,518,598 | - | - | - | 4,518,598 | 547,042 | 5,065,640 |
| Other comprehensive income (loss) | - | - | - | - | 488,966 | (6,710,446) | 16,231,806 | 17,656 | 10,027,982 | (206,893) | 9,821,089 |
| Total comprehensive income (loss) | - | - | - | - | 5,007,564 | (6,710,446) | 16,231,806 | 17,656 | 14,546,580 | 340,149 | 14,886,729 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Cash dividends of ordinary share | - | - | - | - | (5,551,575) | - | - | - | (5,551,575) | - | (5,551,575) |
| Reversal of special reserve | - | - | - | (3,007) | 3,007 | - | - | - | - | - | - |
| Other changes in capital surplus: | |||||||||||
| Other changes in capital surplus | - | 87,610 | - | - | - | - | - | - | 87,610 | (11) | 87,599 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 1,571,072 | - | (1,571,072) | - | - | - | - |
| Changes in non-controlling interests | (227,093) | (227,093) | |||||||||
| Balance at December 31, 2025 | $ 79,308,216 | 27,130,602 | 85,554,515 | 117,870,670 | 26,719,853 | (3,671,353) | 22,756,528 | (3,193) | 355,665,838 | 16,133,127 | 371,798,965 |
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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 6,458,894 | 4,523,470 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 21,932,503 | 22,031,941 |
| Amortization expense | 585,041 | 669,761 |
| Impairment gains and reversal of impairment losses determined in accordance with IFRS 9 | (11,736) | (101,458) |
| Gains (losses) on disposal of investments accounted for using equity method | 33,775 | (3,934) |
| Net losses (gains) on financial assets at fair value through profit or loss | 9,394 | (160,546) |
| Interest expense | 4,267,378 | 4,347,851 |
| Interest income | (1,811,166) | (2,285,298) |
| Dividend income | (569,478) | (778,116) |
| Shares of profit of associates and joint ventures accounted for using equity method | (3,589,543) | (1,414,229) |
| (Profit) loss on disposal of property, plant and equipment | (23,583) | 22,531 |
| Property, plant and equipment transferred to expenses | 144,800 | 62,863 |
| Gains from lease modifications | - | (6,846) |
| Unrealized profit from affiliated companies | (12,141) | 1,054 |
| Unrealized foreign exchange (gains) losses | (351,972) | (281,731) |
| Other revenue, overdue dividends and compensation of board and directors | 1,051 | 50,663 |
| Reversal of impairment losses of property, plant and equipment | - | (75) |
| Total adjustments to reconcile profit (loss) | 20,604,323 | 22,154,431 |
| Changes in operating assets and liabilities: | ||
| Notes receivable | (733,442) | 562,046 |
| Trade receivables (including related parties) | (3,580,286) | (3,819,420) |
| Other receivables | 987,734 | 1,355,609 |
| Inventories | 393,042 | (2,690,249) |
| Other current assets | (7,933,900) | (1,251,060) |
| Total changes in operating assets | (10,866,852) | (5,843,074) |
| Notes and trade payables (including related parties) | (1,826,500) | (1,343,390) |
| Other payable | (181,486) | (209,457) |
| Other current liabilities | 91,397 | 316,143 |
| Net defined benefit liability | (959,588) | (1,386,343) |
| Total changes in operating liabilities | (2,876,177) | (2,623,047) |
| Total changes in operating assets and liabilities | (13,743,029) | (8,466,121) |
| Total adjustments | 6,861,294 | 13,688,310 |
| Cash inflow generated from operations | 13,320,188 | 18,211,780 |
| Interest received | 1,254,372 | 1,772,389 |
| Dividends received | 2,433,694 | 6,382,933 |
| Interest paid | (4,035,129) | (4,482,686) |
| Income taxes paid | (4,323,759) | (3,098,584) |
| Net cash flows from operating activities | 8,649,366 | 18,785,832 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 19,561 | 3,484 |
| Acquisition of investments accounted for using equity method | - | (2,569,646) |
| Proceeds from disposal of investments accounted for using equity method | - | 3,934 |
| Proceeds from capital reduction of investments accounted for using equity method | 935,478 | - |
| Acquisition of property, plant and equipment | (11,329,334) | (12,640,451) |
| Proceeds from disposal of property, plant and equipment | 161,513 | 193,115 |
| (Increase) decrease in refundable deposits | (22,373) | 74,969 |
| Decrease in other receivables due from related parties | 89,423 | 3,104,795 |
| Increase in other non-current assets | (1,186,731) | (6,070,372) |
| Net cash flows used in investing activities | (11,332,463) | (17,900,172) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowings | 12,266,100 | (8,827,449) |
| (Decrease) increase in short-term notes and bills payable | (25,050,000) | 6,600,000 |
| Proceeds from issuing bonds | 12,778,940 | - |
| Repayments of bonds | (10,625,000) | (9,275,000) |
| Proceeds from long-term borrowings | 55,778,600 | 33,975,860 |
| Repayments of long-term borrowings | (53,750,000) | (34,242,570) |
| Increase in guarantee deposits | 16,281 | 46,916 |
| Increase in other payables to related parties | 15,654 | 300,000 |
| Payments of lease liabilities | (135,908) | (136,088) |
| Decrease in other non-current liabilities | (2,256,554) | (1,757,232) |
| Cash dividends paid | (5,562,126) | (5,615,258) |
| Changes in non-controlling interests | (227,093) | (1,181,152) |
| Net cash flows used in financing activities | (16,751,106) | (20,111,973) |
| Effect of exchange rate changes on cash and cash equivalents | (861,291) | 5,370,500 |
| Net decrease in cash and cash equivalents | (20,295,494) | (13,855,813) |
| Cash and cash equivalents at beginning of period | 66,445,373 | 80,301,186 |
| Cash and cash equivalents at end of period | $ 46,149,879 | 66,445,373 |
See accompanying notes to Consolidated financial statements.
(English Translation of Financial Statements and Report Originally Issued in Chinese)
NAN YA PLASTICS CORPORATION
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Current liabilities: | Amount | % | Amount | % | ||||
| Current assets: | Short-term borrowings (notes 6(k), (v) and (y)) | $ 31,034,700 | 6 | 20,154,600 | 4 | |||||||
| 1100 | Cash and cash equivalents (notes 6(a) and (v)) | $ 7,253,465 | 1 | 11,331,633 | 2 | 2100 | Short-term notes and bills payable (notes 6(j), (v) and (y)) | 17,928,175 | 3 | 42,850,386 | 8 | |
| 1110 | Current financial assets at fair value through profit or loss (notes 6(b) and (v)) | 1,849,655 | - | 1,846,201 | - | 2110 | Notes and trade payables (note 6(v)) | 3,238,798 | 1 | 4,212,814 | 1 | |
| 1120 | Current financial assets at fair value through other comprehensive income (notes 6(c), (v) and 8) | 16,007,612 | 3 | 14,301,342 | 3 | 2170 | Trade payables to related parties (notes 6(v) and 7) | 3,296,467 | 1 | 4,631,655 | 1 | |
| 1150 | Notes receivable, net (notes 6(d) and (v)) | 1,410,179 | - | 1,385,457 | - | 2180 | Other payables | 16,508,613 | 3 | 17,085,700 | 4 | |
| 1170 | Trade receivables, net (notes 6(d) and (v)) | 10,055,291 | 2 | 10,516,489 | 2 | 2200 | Current lease liabilities (notes 6(n), (v), (y) and 7) | 17,779 | - | 21,712 | - | |
| 1180 | Trade receivables due from related parties (notes 6(d), (v) and 7) | 3,748,930 | 1 | 3,996,832 | 1 | 2321 | Current portion of bonds payable (notes 6(m), (v) and (y)) | 7,296,648 | 1 | 10,619,603 | 2 | |
| 1200 | Other receivables (notes 6(e), (g) and (v)) | 1,145,013 | - | 1,308,739 | - | 2322 | Current portion of long-term borrowings (notes 6(l), (v) and (y)) | 6,497,813 | 1 | 20,747,315 | 4 | |
| 1210 | Other receivables due from related parties (notes 6(e), (v) and 7) | 300,000 | - | 300,000 | - | 2399 | Other current liabilities | 649,420 | - | 524,450 | - | |
| 130X | Inventories (note 6(f)) | 22,975,140 | 5 | 25,621,023 | 5 | Total current liabilities | 86,468,413 | 16 | 120,848,235 | 24 | ||
| 1470 | Other current assets (note 8) | 2,247,654 | 1 | 3,722,310 | 1 | Non-Current liabilities: | ||||||
| Total current assets | 66,992,939 | 13 | 74,330,026 | 14 | 2530 | Bonds payable (notes 6(m), (v) and (y)) | 51,354,376 | 10 | 45,862,803 | 8 | ||
| Non-current assets: | 2540 | Long-term borrowings (notes 6(l), (v) and (y)) | 27,982,677 | 5 | 12,500,000 | 2 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (v)) | 20,347,175 | 4 | 20,091,157 | 4 | 2570 | Deferred tax liabilities (note 6(p)) | 4,749,696 | 1 | 6,596,421 | 1 | |
| 1550 | Investments accounted for using equity method (notes 6(g), 7 and 8) | 352,315,196 | 66 | 353,001,053 | 65 | 2580 | Non-current lease liabilities (notes 6(n), (v), (y) and 7) | 72,131 | - | 55,866 | - | |
| 1600 | Property, plant and equipment (notes 6(h) and 7) | 80,960,236 | 15 | 81,346,142 | 15 | 2640 | Net defined benefit liability-non-current (note 6(o)) | 6,651,887 | 1 | 7,919,080 | 1 | |
| 1755 | Right-of-use assets (note 6(i)) | 87,416 | - | 75,275 | - | 2670 | Guarantee deposits | 558,819 | - | 535,209 | - | |
| 1812 | Technology development expense | 1,965 | - | 6,680 | - | Other non-current liabilities | 14,662 | - | 17,916 | - | ||
| 1840 | Deferred tax assets (note 6(p)) | 1,603,340 | - | 1,865,927 | - | Total non-current liabilities | 91,384,248 | 17 | 73,487,295 | 12 | ||
| 1915 | Prepayments for purchase of equipment | 1,621,822 | - | 1,512,778 | - | Total liabilities | 177,852,661 | 33 | 194,335,530 | 36 | ||
| 1937 | Overdue receivables (note 6(d)) | - | - | - | - | 3110 | Equity (note 6(q)): | |||||
| 1990 | Other non-current assets (note 8) | 9,588,410 | 2 | 8,689,715 | 2 | 3200 | Ordinary Shares | 79,308,216 | 15 | 79,308,216 | 15 | |
| Total non-current assets | 466,525,560 | 87 | 466,588,727 | 86 | 3300 | Capital surplus | 27,130,602 | 5 | 27,042,992 | 5 | ||
| 3400 | Retained earnings | 230,145,038 | 43 | 229,117,977 | 42 | |||||||
| Others | 19,081,982 | 4 | 11,114,038 | 2 | ||||||||
| Total equity | 355,665,838 | 67 | 346,583,223 | 64 | ||||||||
| Total liabilities and equity | $ 533,518,499 | 100 | 540,918,753 | 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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(s) and 7) | $114,276,826 | 100 | 123,158,129 | 100 |
| 5000 | Operating costs (notes 6(f), (o), (t), 7 and 12) | 103,140,561 | 90 | 110,897,321 | 90 |
| Gross profit from operations | 11,136,265 | 10 | 12,260,808 | 10 | |
| 5910 | Less: Unrealized profit from affiliated companies (note 7) | 25,282 | - | 8,126 | - |
| Total gross profit from operations | 11,110,983 | 10 | 12,252,682 | 10 | |
| Operating expenses (notes 6(o), (t), 7 and 12): | |||||
| 6100 | Selling expenses | 4,281,978 | 4 | 4,561,097 | 4 |
| 6200 | Administrative expenses | 5,999,133 | 5 | 5,707,146 | 5 |
| 6450 | Reversal of impairment losses determined in accordance with IFRS 9 (note 6(d)) | (6,507) | - | (96,344) | - |
| Total operating expenses | 10,274,604 | 9 | 10,171,899 | 9 | |
| Operating income | 836,379 | 1 | 2,080,783 | 1 | |
| Non-operating income and expenses (notes 6(g), (h), (n), (u) and 7): | |||||
| 7010 | Other income | 2,054,200 | 2 | 2,422,611 | 2 |
| 7020 | Other gains and losses | (697,184) | (1) | 883,789 | 1 |
| 7050 | Finance costs | (2,675,202) | (2) | (2,596,783) | (2) |
| 7060 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | 4,924,657 | 4 | 949,349 | 1 |
| 7100 | Interest income | 302,218 | - | 151,987 | - |
| Total non-operating income and expenses | 3,908,689 | 3 | 1,810,953 | 2 | |
| Profit before income tax | 4,745,068 | 4 | 3,891,736 | 3 | |
| 7950 | Less: Income tax expense (note 6(p)) | 226,470 | - | 551,607 | - |
| Profit | 4,518,598 | 4 | 3,340,129 | 3 | |
| 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 | 681,050 | 1 | 343,800 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | 1,981,850 | 2 | (16,327,188) | (13) |
| 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 | 14,194,082 | 12 | (6,362,652) | (5) |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 136,210 | - | 68,760 | - |
| Total items that may not be reclassified subsequently to profit and loss | 16,720,772 | 15 | (22,414,800) | (18) | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (6,710,446) | (6) | 11,752,674 | 10 |
| 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 | 17,656 | - | (28,921) | - |
| 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 | (6,692,790) | (6) | 11,723,753 | 10 | |
| 8300 | Other comprehensive income (loss) | 10,027,982 | 9 | (10,691,047) | (8) |
| 8500 | Total comprehensive income (loss) | $ 14,546,580 | 13 | (7,350,918) | (5) |
| Before Tax | After Tax | Before Tax | After Tax | ||
| Basic earnings per share (note 6(r)) : | $ 0.60 | 0.57 | 0.49 | 0.42 |
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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary shares
Reversal of special reserve
Other changes in capital surplus
Disposal of subsidiaries or investments accounted for using equity method
Balance at December 31, 2024
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
Cash dividends of ordinary share
Reversal of special reserve
Other changes in capital surplus:
Other changes in capital surplus
Disposal of investments in equity instruments designated at fair value through other comprehensive income
Balance at December 31, 2025
| 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 | Total equity |
|---|---|---|---|---|---|---|---|---|
| $ 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 |
| - | - | - | - | 3,340,129 | - | - | - | 3,340,129 |
| - | - | - | - | 468,308 | 11,752,674 | (22,883,108) | (28,921) | (10,691,047) |
| - | - | - | - | 3,808,437 | 11,752,674 | (22,883,108) | (28,921) | (7,350,918) |
| - | - | 709,330 | - | (709,330) | - | - | - | - |
| - | - | - | 402,607 | (402,607) | - | - | - | - |
| - | - | - | - | (5,551,575) | - | - | - | (5,551,575) |
| - | - | - | (6,068) | 6,068 | - | - | - | - |
| - | (690,541) | - | - | 31,978 | - | - | - | (658,563) |
| - | - | - | - | 27,487 | - | (27,487) | - | - |
| 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 |
| - | - | - | - | 4,518,598 | - | - | - | 4,518,598 |
| - | - | - | - | 488,966 | (6,710,446) | 16,231,806 | 17,656 | 10,027,982 |
| - | - | - | - | 5,007,564 | (6,710,446) | 16,231,806 | 17,656 | 14,546,580 |
| - | - | - | - | (5,551,575) | - | - | - | (5,551,575) |
| - | - | - | (3,007) | 3,007 | - | - | - | - |
| - | 87,610 | - | - | - | - | - | - | 87,610 |
| - | - | - | - | 1,571,072 | - | (1,571,072) | - | - |
| $ 79,308,216 | 27,130,602 | 85,554,515 | 117,870,670 | 26,719,853 | (3,671,353) | 22,756,528 | (3,193) | 355,665,838 |
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, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 4,745,068 | 3,891,736 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 6,841,243 | 6,851,325 |
| Amortization expense | 311,191 | 411,529 |
| Reversal of impairment losses determined in accordance with IFRS 9 | (6,507) | (96,344) |
| Net gains on financial assets at fair value through profit or loss | (3,454) | (204,603) |
| Interest expense | 2,675,202 | 2,596,783 |
| Interest income | (302,218) | (151,987) |
| Dividend income | (539,253) | (736,402) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (4,924,657) | (949,349) |
| Gains on disposal of property, plant and equipment | (13,831) | (19,366) |
| Property, plant and equipment transferred to expenses | 2 | 94 |
| Loss (gain) on disposal of investments accounted for using equity method | 33,775 | (3,934) |
| Unrealized losses from affiliated companies | 25,282 | 8,126 |
| Unrealized foreign exchange gains | (246,774) | (177,809) |
| Total adjustments to reconcile profit (loss) | 3,850,001 | 7,528,063 |
| Changes in operating assets and liabilities: | ||
| Notes receivable | (24,831) | 305,348 |
| Trade receivables (including related parties) | 881,396 | (1,146,828) |
| Other receivables | 162,277 | 212,482 |
| Inventories | 3,036,589 | 527,332 |
| Other current assets | 1,474,657 | (814,911) |
| Total changes in operating assets | 5,530,088 | (916,577) |
| Notes and trade payables (including related parties) | (2,308,764) | (645,375) |
| Other payable | (142,005) | (213,530) |
| Other current liabilities | 124,970 | (16,631) |
| Net defined benefit liability | (586,143) | (1,303,106) |
| Total changes in operating liabilities | (2,911,942) | (2,178,642) |
| Total changes in operating assets and liabilities | 2,618,146 | (3,095,219) |
| Total adjustments | 6,468,147 | 4,432,844 |
| Cash inflow generated from operations | 11,213,215 | 8,324,580 |
| Interest received | 303,667 | 152,864 |
| Dividends received | 12,727,917 | 28,710,636 |
| Interest paid | (2,417,960) | (2,695,543) |
| Income taxes paid | (2,500,804) | (1,890,727) |
| Net cash flows from operating activities | 19,326,035 | 32,601,810 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 19,561 | 3,484 |
| Acquisition of investments accounted for using equity method | - | (2,569,646) |
| Disposal of investments accounted for using equity method | - | 3,934 |
| Proceeds from capital reduction of investments accounted for using equity method | 935,578 | - |
| Acquisition of property, plant and equipment | (3,794,904) | (4,597,489) |
| Proceeds from disposal of property, plant and equipment | 47,068 | 23,855 |
| (Increase) decrease in refundable deposits | (4,887) | 72,157 |
| Decrease in other receivables due from related parties | - | 2,768,195 |
| Increase in other non-current assets | (4,367,016) | (4,067,305) |
| Net cash flows used in investing activities | (7,164,600) | (8,362,815) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowings | 10,880,100 | (8,569,449) |
| (Decrease) increase in short-term notes and bills payable | (25,050,000) | 6,600,000 |
| Proceeds from issuing bonds | 12,778,940 | - |
| Repayments of bonds | (10,625,000) | (9,275,000) |
| Proceeds from long-term borrowings | 55,000,000 | 29,800,000 |
| Repayments of long-term borrowings | (53,750,000) | (28,300,000) |
| Increase in guarantee deposits | 23,610 | 49,715 |
| Payment of lease liabilities | (28,045) | (24,491) |
| Increase (decrease) in other non-current liabilities | 12,864 | (8,257) |
| Cash dividends paid | (5,562,126) | (5,615,258) |
| Net cash flows used in financing activities | (16,319,657) | (15,342,740) |
| Effect of exchange rate changes on cash and cash equivalents | 80,054 | 72,044 |
| Net (decrease) increase in cash and cash equivalents | (4,078,168) | 8,968,299 |
| Cash and cash equivalents at beginning of period | 11,331,633 | 2,363,334 |
| Cash and cash equivalents at end of period | $ 7,253,465 | 11,331,633 |
See accompanying notes to financial statements.
NAN YA PLASTICS CORPORATION
Statement of Profits Distribution
For the year of 2025
Unit : NT$
| Items | Amount |
|---|---|
| Available for Distribution: | |
| 1. Unappropriated retained earnings of previous years | 20,138,210,233 |
| 2. Net Income of 2025 | 4,518,598,074 |
| 3. Reversal of Special Reserve | 3,006,890 |
| 4. Change in retained earnings resulting from | |
| Other Comprehensive Income | 2,060,037,534 |
| Total | 26,719,852,731 |
| Distribution Items: | |
| 1. Appropriation of Legal Reserve | 658,164,250 |
| 2. Distribution of dividends and bonuses in cash | |
| ($0.8 per share) | 6,344,657,271 |
| 3.Unappropriated retained earnings | 19,717,031,210 |
| Total | 26,719,852,731 |
| 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 distribution is dividend of $0.8 per share in cash. The total distribution amount to $6,344,657,271, including $4,066,738,267 from the Net Income of 2025 and $2,277,919,004 from the retained earnings accumulated after 1998. | |
| 3. Legal Reserve is appropriated at 10% of the total of Net Income and Change in retained earnings results from items other than Net Income. | |
| 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. |
29
Independent Auditors' Report
To the Board of Directors of NAN YA PLASTICS CORPORATION:
Opinion
We have audited the consolidated financial statements of NAN YA PLASTICS CORPORATION and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, 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, 2025 and 2024, 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:
- Accuracy of the timing of 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.
30
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 accuracy of the timing of revenue recognition is a key matter when conducting our audit.
Our principal audit procedures included the following:
(1) Obtaining an understanding of major revenue streams, contractual terms, and transaction conditions, in order to assess the appropriateness of revenue recognition timing; examining key customer sales contracts.
(2) Testing the Group's internal controls over shipping activities and revenue recognition processes.
(3) Selecting shipments occurring shortly before and after the balance sheet date and tracing them to supporting documents and related records to evaluate whether sales revenue was recognized in the appropriate reporting period.
- 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.
Other Matter
We did not audit the financial statements for the year ended December 31, 2024 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% of the consolidated total assets as at December 31, 2024; and the total revenues constituting 14.78% of the consolidated total revenues for the years ended December 31, 2024. The investment in aforementioned investee companies accounted for using the equity method constituted 12.39% of the consolidated total assets as at December 31, 2024, and the related share of profit of associated and joint ventures accounted for using the equity method constituted (36.57)% of consolidated total comprehensive income for the years ended December 31, 2024.
31
The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, 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.
32
-
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuo, Hsin-Yi and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
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.
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, 2025 and 2024, 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, 2025 and 2024, 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:
- Accuracy of the timing of 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.
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 accuracy of the timing of revenue recognition is a key matter when conducting our audit.
34
Our principal audit procedures included the following:
(1) Obtaining an understanding of major revenue streams, contractual terms, and transaction conditions, in order to assess the appropriateness of revenue recognition timing; examining key customer sales contracts.
(2) Testing the Company's internal controls over shipping activities and revenue recognition processes.
(3) Selecting shipments occurring shortly before and after the balance sheet date and tracing them to supporting documents and related records to evaluate whether sales revenue was recognized in the appropriate reporting period.
- 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.
Other Matter
We did not audit the financial statements for the year ended December 31, 2024 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% of total assets at December 31, 2024, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method constituting 28.46% of total profit before tax for the years ended December 31, 2024.
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.
35
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:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
36
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 Kuo, Hsin-Yi and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
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.
37
38
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$ 4,749,818 |
| 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.
39
Articles of Incorporation of Nan Ya Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 12, 2025
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
40
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 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 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 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.
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 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.
Unless there is regulation specified otherwise in the Company Act, the resolutions of the Board of Directors of the Company shall be adopted by a majority vote of the shareholders' present, who represent more than one-half of the total number of voting shares.
The directors shall attend meeting in person. Except for regulations provided otherwise by the Company Act for directors living abroad, if any Director of the Board of the Company cannot attend the meeting for causes, he may issue a written proxy to other directors for attending the meeting. However, a director may accept the
46
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.
- 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
47
period. Except for the material interest or related parties transactions involved to be resolved by the Board of Directors pursuant to the laws of related articles, the content of authorization is as follows:
- Approve all important contracts.
- Approve the mortgage loan of real estate and other loans.
- Approve acquisition or disposal of the general assets and real estate.
- Assign the directors and supervisors of the investee. Approve the record date of capital increment or reduction and divided distribution.
Article 20: (deleted)
Article 21: The Company may have certain number of managers. Their employment, discharge and compensation shall be managed in accordance with Article 29 of the Company Act.
Article 22: (deleted)
Article 23: The president shall manage the daily operation of the Company pursuant to the order of Chairman and the resolutions of the Board of Directors.
Article 24: The fiscal year of the Company shall be from January 1 to December 31 every year. After the close of each fiscal year, the Board of Directors shall prepare following statements and records and submit the same to the general meeting of shareholders for ratification:
- The business report;
- The financial statements; and
The surplus earning distribution or loss off-setting proposals.
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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. Among the above, 0.02% to 0.2% of the pre-tax profit before deducting 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.
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 be submitted for the approval in a shareholders’ meeting. Preceding special earning reserves include:
- The earning reserved recognized for special purpose
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- Investment income recognized under the equity method
- The net assessment income recognized due to financial product transactions, however, when the accumulated amount is reduced, the equal amount of special earning reserve shall be reduced simultaneously and up to the reserved number.
- Other special earning reserve pursuant to laws and regulations
The Company is in matured phase of business cycle with stable profit every year. The dividend policies adopt the combination of cash dividend, capital increment by earning and by capital reserve. At least 50% of distributable earning deducted by the legal and special reserve shall be distributed, and the cash dividend shall be prioritized. Meanwhile, the percentage of capital increment by earning and capital reserve shall not exceed 50% of all dividend in that year.
Article 27: The bylaws and enforcement rules of the Company shall be established otherwise.
Article 28: Matters not provided for in these Articles of Incorporation shall be governed by the Company Act and other relevant laws.
Article 29: These Articles of Incorporation were adopted on July 26, 1958. The 1st Amendment was on July 15, 1960, 2nd Amendment on June 25, 1961, 3rd Amendment on July 15, 1962, 4th Amendment on Sept. 15, 1962, 5th Amendment on Nov. 3, 1962, 6th Amendment on Dec. 16, 1962, 7th Amendment on Jan. 31, 1963, 8th Amendment on Apr. 22, 1963, 9th Amendment on Apr.
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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
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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.
As amended in accordance with the original article “70th Amendment on June 12, 2025”.
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Procedures for Acquisition or Disposal of Assets of Nan Ya Plastics Corporation
Amended by the Annual Shareholders’ Meeting on June 10, 2022
Chapter 1 General Provisions
Article 1: When acquiring or disposing of the following assets, Formosa Plastics Corporation (hereinafter referred to as the “Company”) and its subsidiaries shall follow the Procedures for Acquisition or Disposal of Assets (hereinafter referred to as the “Procedures”):
- Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, asset-backed securities, etc.
- Real property (including land, houses and buildings, investment property, and land use rights) and equipment.
- Memberships.
- Patents, copyrights, trademarks, franchise rights, and other intangible assets.
- Right-of-use assets.
- Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
- Derivatives.
- Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law.
- Other major assets.
Article 2: The limit amount of investments for non-operating real property and right-of-use assets or securities (the original investment), by the Company and each subsidiary, shall not exceed 60% of the book value of total assets; for an individual securities investment, the limit amount shall not exceed 50% of the foresaid limit amount, i.e. 30% of the book value of total assets.
Article 3: Terms used in these Procedures are defined as follows:
- Derivatives: Forward contracts, options contracts, futures
contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, post-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
-
Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "acquisition of shares") under Article 156-3 of the Company Act.
-
Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
-
Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Board of Directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
-
Mainland China area investment: Refers to investments in
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the Mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
Article 4: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions in relation to the assets acquired or disposed, shall meet the following requirements:
-
May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
-
May not be a related party or de facto related party of the Company.
-
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.
Article 5: The procedures for the assessment, determination of transaction terms and conditions, and price of acquiring or disposing of assets by the Company shall be in accordance with the following requirements:
- Transactions relating to short-term securities investments and derivatives, which are mentioned in Article 1, should be assessed and executed by the financial department; long-term securities investment should be assessed by the
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Company's President Office ("President Office") and executed by the financial department after the approval; except for the foresaid assets, the other asset transactions should be assessed by the Company's President Office and executed by the related departments after the approval.
- The price of transactions described in the preceding paragraph, except which are traded in the centralized securities exchange market or on over-the-counter markets, shall be determined via public bidding, price bidding, or price negotiation based on reference to the market conditions.
Article 6: Where an acquisition or disposition of assets of the Company shall be approved by the Board of Directors in accordance with the provisions of the Procedures or other relevant laws, the independent directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
A major asset transaction or a major derivatives transaction shall be approved by more than half of all audit committee members and submitted to the Board of Directors for a resolution. If approval of more than half of all audit committee members is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Chapter 2 Acquisition or Disposal of Assets
Article 7: In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government institution, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional
56
appraiser and shall further comply with the following provisions:
-
Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed for any subsequent change to the terms and conditions of the transaction.
-
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
-
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
(1) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
- No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
Article 8: The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period,
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certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the securities competent authority.
Article 9: In acquiring or disposing of intangible assets or right-of-use assets thereof or memberships where the transaction amount reaches 20 percent or more of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government institution, shall engage a CPA to render an opinion on the reasonableness of the transaction price prior to the date of occurrence of the event.
Article 10: The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 28, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 11: Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Article 12: Where the Company acquires or disposes of assets shall be conducted by the Chairman delegated by the Board of Directors or in accordance with the authorization limits of the Company.
Chapter 3 Related Party Transactions
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Article 13: When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised in compliance with the provisions of Chapter 2 and this Chapter, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of Chapter 2.
The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10.
Article 14: When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors:
- The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
- The reason for choosing the related party as a trading counterparty.
- With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 15 through Article 17.
- The date and price at which the related party originally acquired the real property, the original trading
59
counterparty, and that trading counterparty's relationship to the Company and the related party.
- Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
- An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
- Restrictive covenants and other important stipulations associated with the transaction.
Where the transaction in paragraph 1 of the Company or any subsidiaries that are not public companies and the transaction amount reaches 10 percent or more of the Company's total assets, the Company or any subsidiaries that are not public companies may not proceed to enter into a transaction contract or make a payment until the documents in paragraph 1 have been submitted for the approval in the Shareholders' Meeting of the Company. However, this provision does not apply to the transaction between the Company and its parent or subsidiaries, or between its subsidiaries.
The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 28, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Shareholders' Meeting or the Board of Directors need not be counted toward the transaction amount.
With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may pursuant to Article 12, delegate the Chairman to decide such matters when the transaction is within a certain amount and have the
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decisions subsequently submitted to and ratified by the next Board of Directors meeting:
- Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
- Acquisition or disposal of real property right-of-use assets held for business use.
When a matter is submitted for discussion by the Board of Directors pursuant to paragraph 1 of this Article, the independent Directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
The matters which paragraph 1 requires submitting to the Board of Directors for a resolution shall first be approved by more than half of all audit committee members. If the approval by more than half of all audit committee members is not obtained, the aforesaid matter may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Article 15: The Company shall evaluate the reasonableness of the transaction costs by the following means if it intends to acquire real property or right-of-use assets thereof from a related party:
- Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
- Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the
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loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
When acquires real property or right-of-use assets thereof from a related party, the Company shall evaluate and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to review the appraisal and render a specific opinion.
Article 16: Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 14, and Article 15 does not apply:
- The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
- More than 5 years have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
- The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
- The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article 17: When the results of the Company's appraisal conducted in accordance with Article 15, paragraph 1 and paragraph 2 herein are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18.
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However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply:
- Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1) Where undeveloped land is appraised in accordance with the means in the preceding two Articles, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2) Transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
- Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of transactions for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
Transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced
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current value; transactions for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or the right-of-use assets thereof.
Article 18: Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding three Articles are uniformly lower than the transaction price, the following steps shall be taken:
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A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and such difference may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
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Audit Committee shall supervise the Company's execution of the aforesaid matter.
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Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
Where the Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante
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has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the securities competent authority has given its consent.
When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm's length transaction.
Chapter 4 Engaging in Derivatives Trading
Article 19: Any derivatives trading of the Company shall be conducted in accordance with the “Procedures for Engaging in Derivatives Transactions” of the Company, moreover, the Company shall pay strict attention to control the risk management and to audit the Internal Control System of the Company.
Chapter 5 Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
Article 20: Where the Company conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit the opinion to the Board of Directors for deliberation and approval. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
Article 21: Where the Company participates in a merger, demerger, or acquisition shall prepare a public report to shareholders
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detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting, together with the expert opinion referred to in Article 20 when sending notification of the shareholders meeting, for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
Article 22: Where the Company participates in a merger, demerger, or acquisition shall convene a Board of Directors meeting and shareholders meeting on the date which the other companies participating in the merger, demerger, or acquisition convene their Board of Directors and shareholders meeting to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the securities competent authority is notified in advance of extraordinary circumstances and grants consent. Where the Company and the other companies participating in a transfer of shares shall call their respective Board of Directors meeting on the same day, unless another act provides otherwise or the securities competent authority is notified in advance of extraordinary circumstances and grants consent.
Where the Company participates in a merger, demerger, or acquisition, or transfer of shares shall prepare a full written record of the following information and retain the record for 5 years for reference. In addition, the information set out in the subparagraphs 1 and 2 of the following paragraph shall be
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reported in the prescribed format and via the Internet-based information system to the securities competent authority for recordation within two days commencing immediately from the date of passage of a resolution by the Board of Directors.
- Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of shares prior to disclosure of the information.
- Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the engagement of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
- Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.
Where any of the companies participates in a merger, demerger, acquisition, or transfer of shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall enter into an agreement with such party and shall comply with the preceding paragraph of this Article.
Article 23: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
Article 24: Where the Company participates in a merger, demerger, acquisition, or transfer of shares, the Company shall not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall
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stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
- Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
- An action, such as a disposal of major assets that affects the Company's financial operations.
- An event, such as a major disaster or major change in technology that affects shareholder equity or share price.
- An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares buys back treasury stock.
- An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
- Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
Article 25: The contract for participation by the Company in a merger, demerger, acquisition, or transfer of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
- Handling of breach of contract.
- Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
- The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
- The manner of handling changes in the number of participating entities or companies.
- Preliminary progress schedule for plan execution, and
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anticipated completion date.
- Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
Article 26: After public disclosure of the information, if the Company participates in the merger, demerger, acquisition, or transfer of shares and intends further to carry out a merger, demerger, acquisition, or transfer of shares with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or transfer of share; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Article 27: Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company in accordance with the provisions of Article 22, Article 23, and Article 26.
Chapter 6 Public Disclosure of Information
Article 28: Under any of the following circumstances, where the Company acquires or disposes of assets shall publicly announce and report the relevant information on the securities competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event:
- Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in
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capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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Merger, demerger, acquisition, or transfer of shares.
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Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
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Where equipment/machinery or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the trading counterparty is not a related party, and the transaction amount is more than NT$1 billion.
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Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the trading counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.
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Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, provided this shall not apply to the following circumstances:
(1) Trading of domestic government bonds or foreign government bonds with a sovereign rating not lower than the sovereign rating of the R.O.C.
(2) Trading of bonds under repurchase/resale agreements or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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The amount of transactions above shall be calculated as follows:
- The amount of any individual transaction.
- The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
- The cumulative transaction amount of real property or right-of-use assets thereof acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
- The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the paragraph 2 refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.
Article 29: When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date when the Company becomes aware of the error or omission.
Article 30: Where the Company acquires or disposes of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company headquarters, where they shall be retained for 5 years except where another act provides otherwise.
Article 31: Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding
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three Articles, a public report of relevant information shall be made on the information reporting website designated by the securities competent authority within 2 days commencing immediately from the date of occurrence of the event:
- Change, termination, or rescission of a contract signed in regard to the original transaction.
- The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
- Change to the originally publicly announced and reported information.
Chapter 7 Additional Provisions
Article 32: Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a subsidiary of the Company that is not a public company in Taiwan shall be reported by the Company.
The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to the threshold requiring a public announcement and regulatory filing under paragraph 1 of Article 28.
Article 33: The Company's controlling and monitoring procedures towards the acquisition or disposal of assets by its subsidiaries are as follows:
- The Company shall urge its subsidiaries to establish and execute their own "Procedures for Acquisition of Disposal of Assets" in accordance with this Procedures.
- Where any material violation is found by the internal auditors of the subsidiaries, the subsidiaries shall promptly notify the Company in writing of any material violation found. The Company shall know how the subsidiaries deals with the violations, admonish the subsidiary to improve and keep itself informed of the improvement process.
Article 34: Should there be any violation of the procedures when the
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persons-in-charge of the Company deal with acquisition or disposal of assets, subsequent penalization is subject to the relevant HR policies of the Company.
Article 35: For the calculation of 10 percent of total assets under this Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
Article 36: The Procedures shall be approved by the Board of Directors and submitted to the Shareholders Meeting for approval before implementation. Any amendment is subject to the same procedure. The independent directors' opinions specifically expressing dissent or reservations about any matter shall be included in the minutes of the Board of Directors meeting.
The matters which paragraph 1 requires submitting to the Board of Directors for a resolution shall first be approved by more than half of all audit committee members. If the approval by more than half of all audit committee members is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
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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 |
| Director | Wen Yuan, Wong | 37,483,606 |
| Director | Wilfred Wang | |
| Representative of Formosa | ||
| Petrochemical Corp. | 179,214,423 | |
| Director | Ruey Yu, Wang | 18,782,421 |
| Independent Director | Yi Fu, Lin | 0 |
| Independent Director | (Vacancy) | — |
| Independent Director | Shuh Chen | 0 |
| Independent Director | Jonq Min Liu | 0 |
| Director | Ming Jen, Tzou | 188,742 |
| Director | Kuei Yung, Wang | 10,723,271 |
| Director | Yu Sheng, Chen | |
| Representative of Formosa | ||
| Chemicals & Fibre Corp. | 413,327,750 | |
| Director | Yeou Ming, Ko | |
| Representative of Formosa | ||
| Plastics Corp. | 783,356,866 |
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 March 31, 2026, the actual shareholdings of the Company's Directors are 1,443,156,109 shares.