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NPC Annual Report 2019

Aug 19, 2020

51763_rns_2020-08-19_434b043e-f0f2-47c6-90b8-64c215da22c7.pdf

Annual Report

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Security Code:1303

Nan Ya Plastics Corporation

2019

Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Taiwan Stock Exchange Market Observation Post System: mops.twse.com.tw Annual Report is available at: www.npc.com.tw Printed on May 12th, 2020

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  • I. Name, title, contact number and e-mail address of the Company’s Spokesperson and deputy spokesperson:

Spokesperson Deputy Spokesperson Name: Chia-Chau Wu Name: Ming-Jong Yeh Title: Chairman Title: Financial Officer Contact number: (02)2712-2211 Contact number: (02)2712-2211 E-mail: [email protected] E-mail: [email protected]

  • II. Address and telephone of the headquarters, branches, and plant

Headquarters & Renwu Plant

Address: 101, Shuiguan Road, Renwu Dist., Kaohsiung City, Taiwan Tel: 07-3711411

Taipei Branch

Address: 201, Tung Hwa North Road, Taipei City, Taiwan Tel:02-27122211

Hsinkang Branch & Plant

Address: 2, Chung-yang Industrial park, Hsinkang Township, Chiayi County, Taiwan

Tel: 05-3772111

Mailiao Branch

Address: 1-1, Formosa Plastics Group Industrial Zone, Mailiao Township, Yunlin County, Taiwan

Tel: 05-6812345

LinYuan Plant

Address: 6, Gongye 1st Rd., Linyuan Dist., Kaohsiung City, Taiwan Tel: 07-6419911

Chiayi Plant

Address: 201, Sec. 2, Beigang Rd., Taibao City, Chiayi County, Taiwan Tel: 05-2373711

Jinxing Plant

Address: 336, Sec. 1, Nankan Rd., Luzhu Dist., Taoyuan City, Taiwan Tel: 03-3223751

Kung San Plant

Address: 6, Wenming Rd., Guishan Dist., Taoyuan City, Taiwan Tel: 03-3284191

Linkou Plant

Address: 102, Nanlin Rd., Taishan Dist., New Taipei City, Taiwan Tel: 02-29019141

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Shulin Plant

Address: 55, Weiwang St., Shulin Dist., New Taipei City, Taiwan Tel: 02-26806311

Dyeing & Finishing Plant

Address: 57, Weiwang St., Shulin Dist., New Taipei City, Taiwan Tel: 02-26806311

  • III. The name, address, website, and telephone number of the agency handling shares transfer

Name: Stock Affairs Dept., Nan Ya Plastics Corp.

Address: 201, Tung Hwa North Road, Taipei City, Taiwan

Website: N/A

Tel: (02)2718-9898

  • IV. Name of the certified public accountant (“CPA”) who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of said person's accounting firm:

Name of CPAs: Kuo, Hsin-Yi, Yu, Chi-Lung

Name of accounting firm: KPMG Certified Public Accountants

Address: 68F, Taipei 101 Tower, No. 7, Section 5, Xinyi Road, Taipei City, Taiwan. Website: http://www.kpmg.com.tw

Tel: (02)8101-6666

  • V. Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: None.

  • VI. Company website:www.npc.com.tw

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Content
I. Letter to Shareholders ...................................................................................................... 1
1.1 Business Performance for 2019 ........................................................................... 1
1.2 Business Strategy for 2020 .................................................................................. 4
II. Company Introduction ..................................................................................................... 7
2.1 Date of Establishment .......................................................................................... 7
2.2 Business Philosophy and Vision .......................................................................... 7
2.3 Milestone.............................................................................................................. 7
III. Corporate Governance ................................................................................................... 20
3.1 Organization ....................................................................................................... 20
3.1.1 Organization Structure ................................................................................... 20
3.1.2 Major Corporate Functions ............................................................................ 21
3.2 Directors, Supervisors and Management Team ................................................. 22
3.2.1 Directors ......................................................................................................... 22
3.2.2 Management Team ......................................................................................... 30
3.2.3 Boards of Directors and Major Managers Succession Plan of NPC .............. 32
3.3 Remuneration of Directors, Supervisors, President, and Vice Presidents ......... 33
3.3.1 Remuneration of Directors and Supervisors .................................................. 33
3.3.2 Remuneration of President and Vice Presidents ............................................ 37
3.3.3 Comparison and Description of Remuneration for Directors, Supervisors,
President and Vice Presidents etc. in the Most Recent Two Fiscal Years and
Remuneration Policy for Directors, President and Vice Presidents ............... 40
3.4 Implementation of Corporate Governance......................................................... 41
3.4.1 Board of Directors’ Meeting Status ............................................................... 41
3.4.2 Audit Committee Meeting Status or the Participation of Supervisors in the
Operations of the Board of Directors ............................................................. 45
3.4.3 Corporate Governance Implementation as Required by the Taiwan Financial
Supervisory Commission ............................................................................... 50
3.4.4 Composition, Responsibilities and Operations of NPC’s Remuneration
Committee ...................................................................................................... 66
3.4.5 Social Responsibility Implementation Status as Required by the Taiwan
Financial Supervisory Commission ............................................................... 69
3.4.6 Implementation Status of Operational Integrity as Required by the Taiwan
Financial Supervisory Commission ............................................................... 80
3.4.7 NPC’s Corporate Governance Guidelines and Regulations........................... 86
3.4.8 Other Important Corporate Governance Information .................................... 86
3.4.9 Implementation Status of the Internal Control System .................................. 90

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3.4.10 Reprimands on the Company and its Employees in Violation of Laws, or
Reprimand on its Employees in Violation of Internal Control System and
Other Internal Regulations, Major Shortcomings and Status of Correction .. 91
3.4.11 Major Resolutions of Shareholders’ Meetings and Board Meetings: ............ 91
3.4.12 Major Issues of Record or Written Statements Made by Any Directors or
Supervisors which Specified his/her Dissent to Important Resolutions Passed
by the Board of Directors as of the Publication Date of the Annual Report 105
3.4.13 Resignation or Dismissal of Chairman, President, and Accounting Officer,
Financial Officer, Internal Audit Officer and R&D Officer as of the Date of
this Annual Report ....................................................................................... 105
3.5 Information Regarding NPC’s Audit Fees ....................................................... 106
3.6 Replacement of CPA ........................................................................................ 106
3.7 The Company’s Chairman, Executive Officer, Financial Officer, and Managers
In Charge of its Finance and Accounting Operations did not Hold Any Positions
in the Company’s Independent Auditing Firm or its Affiliates during 2019 ... 106
3.8 Change in Shareholdings and in Shares Pledged by Directors, Management, and
Shareholders Holding more than 10% Share in the Company ........................ 106
3.9 Relationship among the Top Ten Shareholders ................................................ 109
3.10 The Total Number of Shares and Total Equity Stake Held in Any Single
Enterprise by the Company, the Company’s Directors, Supervisors, Managers,
and Any Companies Controlled either Directly or Indirectly by the Company111
IV. Capital and Shares.........................................................................................................112
4.1 Capital and Shares.............................................................................................112
4.1.1 Source of Capital...........................................................................................112
4.1.2 Status of Shareholders...................................................................................112
4.1.3 Shareholding Distribution Status ..................................................................113
4.1.4 List of Major Shareholders ...........................................................................113
4.1.5 Market Price, Net Worth, Earnings, and Dividends Per Share .....................114
4.1.6 Dividend Policy and Implementation Status.................................................114
4.1.7 Effect upon Business Performance and EPS of the Proposed Stock Dividends
Distribution ...................................................................................................115
4.1.8 Compensation of Employees, Directors and Supervisors .............................115
4.1.9 Repurchase of Common Stock......................................................................116
4.2 Corporate Bonds ...............................................................................................117
4.3 Status of Preferred Stock ................................................................................. 127
4.4 Issuance of Global Depositary Receipts .......................................................... 127
4.5 Status of Employee Stock Options .................................................................. 127
4.6 Status of New Shares Issuance in Connection with Mergers and Acquisitions 127
4.7 Financing Plans and Implementation ............................................................... 127

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4.7.1 Finance Plans ............................................................................................... 127
4.7.2 Implementation ............................................................................................ 127
V. Operations Overview ................................................................................................... 128
5.1 Business Content .............................................................................................. 128
5.1.1 Business Scope............................................................................................. 128
5.1.2 Industry Overview ....................................................................................... 131
5.1.3 Overview of Technology and R&D ............................................................. 138
5.1.4 Short- and Long-Term Business Development Plans .................................. 139
5.2 Markets and the Overview of Production and Sales ........................................ 142
5.2.1 Market Analysis ........................................................................................... 142
5.2.2 Important Applications and the Production Processes of the Major
Products........................................................................................................ 149
5.2.3 Supply of Primary Raw Materials................................................................ 154
5.2.4 Suppliers/Customers Accounted for at Least 10% of Annual
Procurement/Sales........................................................................................ 156
5.2.5 Production Volume for the Last Two Years ................................................. 157
5.2.6 Sales Volume/Value of the Last Two Years .................................................. 159
5.3 Employees ........................................................................................................ 161
5.4 Environmental Expenditure Information ......................................................... 161
5.5 Labor Relations ................................................................................................ 166
5.6 Important Contracts ......................................................................................... 172
VI. Financial Information................................................................................................... 174
6.1 Five-Year Financial Summary ......................................................................... 174
6.2 Five-Year Financial Summary ......................................................................... 179
6.3 Audit Committee’s Review Report for the Most Recent Year ......................... 182
6.4 Consolidated Financial Statements for the Years Ended December 31, 2019 and
2018, and Independent Auditors’ Report ......................................................... 183
6.5 Stand-Alone Financial Statements for the Year Ended December 31, 2019 and
2018, and Independent Auditors’ Report ......................................................... 183
6.6 The Company should Disclose the Financial Impact to the Company if the
Company and its Affiliated Companies have Incurred any Financial or Cash
Flow Difficulties in 2018 and as of the Date of this Annual Report ................ 183
VII. Review of Financial Conditions, Financial Performance, and Risk Management ...... 184
7.1 Financial Status ................................................................................................ 184
7.2 Analysis of Financial Performance .................................................................. 185
7.3 Cash Flow ........................................................................................................ 186
7.4 Major Capital Expenditure Item ...................................................................... 188
7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,
Improvement Plans and Investment Plans for the Coming Year ..................... 190

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7.6 Analysis of Risk Management ......................................................................... 190
7.7 Other Significant Issues ................................................................................... 201
VIII. Other Special Notes ..................................................................................................... 202
8.1 Summary of NPC’s Subsidiary ........................................................................ 202
8.2 Private Placement Securities in 2019 and as of the Date of this Annual
Report. .............................................................................................................. 214
8.3 NPC’s Shares Acquired, Disposed Of, and Held by its Subsidiary in 2019 and as
of the Date of this Annual Report .................................................................... 214
8.4 Other Necessary Supplement ........................................................................... 214
8.5 Any Events in 2019 and as of the Date of this Annual Report that Had
Significant Impacts on Shareholders’ Right or Share Prices as Stated in Item 3
Paragraph 2 of Article36 of Securities and Exchange Law of Taiwan ............ 214

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I. Letter to Shareholders

1.1. Business Performance for 2019

In 2019, Nan Ya Plastics Corp. (NPC) recorded a consolidated revenue of NT$ 286.30 billion, 14.0% lower than NT$ 333.06 billion in 2018; and a consolidated pre-tax income of NT$ 26.69 billion, a reduction of 56.6% compared to NT$ 61.53 billion in 2018.

In 2019, NPC faced fierce industry competition, with continued increase in competitors' capacity and market supply, and the trade war had also created negative impact in the world's economy. The market adopted a strong wait-and-see attitude, and the overall performance reflected a difficult operating environment.

The four major product categories of NPC operations are plastics, chemicals, polyesters, and electronic materials.

With regard to plastic products, NPC has accelerated the research and development of new applications, new materials, and products that meet environmental protection trend and have unique specification, and increased the proportion of production and sales of differentiated and high-value products. NPC continues to transform and deploys automated monitoring equipment to ensure quality stability of production process, and together with e-commerce and online marketing, it has expanded into high-end markets such as the U.S. and Japan as well as potential emerging markets. With market expansion, sales increase, capacity utilization increase, cost reduction, the advantages of distributing production domestically and overseas in Taiwan, China, the U.S. ,and Vietnam, and timely adjustment of plants' production and sales, NPC strives to provide customers with satisfied services. The efforts of NPC have enabled plastic processing products to provide stable profitability.

In terms of petrochemical products, in line with vertical integration and division of labor in Sixth Naphtha Cracking Plant in Mailiao, NPC's products, including ethylene glycol (EG), Bisphenol-A (BPA), 1,4-butylene glycol (1,4BG), plasticizers, phthalic anhydride (PA), 2-ethylhexanol (2EH), and epoxy resin (EPOXY), have been vertically integrated with upstream and downstream industries, thereby forming a complete supply chain, which supports the development of downstream industries such as polyester, electronics, and plastic processing, respectively.

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With a slow global economic growth and negative impact of the trade war, the market demand decreased in 2019. With the increasing petrochemical capacity by China, price generally declined, with the prices of main products, BPA and EG, dropped by 30% compared to 2018, resulting in significant decrease in profit. In the future, NPC will respond to the change in raw materials and product prices, flexibly adjust its capacity, continue to drive process optimization, and improve its sales in areas outside China, so as to increase revenue and profit.

In terms of polyester products, China-U.S. trade war and increase in crude oil price have made market competition more intense in 2019. The continued fall in price, and serious price-slashing situation by competitors resulted in sales not meeting expectation and a drop in profit.

NPC will continue to actively research and develop, monitor and control product quality stability, promote environmental protection, PET bottles recycling, biodegradability and green energy, and explore new application areas for products, so as to differentiate the market and expand scope of sales. NPC will enhance customer recognition so as to continue to increase sales and maintain stable profitability.

For electronic materials, with the ongoing development of various electronic product application devices since the fourth quarter of 2016, the active promotion of new energy vehicle in the world and construction of related infrastructure such as charging pile, the demand of electronic materials significantly increases, attracting companies to expand their investments, and resulting in increase in capacity. In addition, with China and the U.S. imposing higher tariffs on each other, decrease in home appliance orders, and increase in uncertainties of electronic product market, customers reduce their inventory and respond to urgent orders, and are more conservative in their placing of orders. However, due to the advance deployment of 5G communications infrastructure, mid and high-end materials demand increased, and 2019 overall revenue is only slightly lower than 2018.

The 5G infrastructure and the Internet will continue to develop in the future. With the related applications, it will drive the demand of electronic materials and upstream raw materials. NPC will actively promote differentiated products, increase sales proportion of mid and high-end materials for high-value-added and high-functionality niche products, to cater to the trend of market development. Also, it will make use of the advantages of complete upstream and downstream vertical

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integration, to flexibly adjust the capacities in Taiwan and China, driving the increase in revenue and profit.

Nan Ya Printed Circuit Board Corp., which is invested by NPC, has long been focusing on the development and production of circuit boards and IC package substrates. Optimistic with the demand of 5G infrastructure, it has taken advanced move in the development of related products. The sales of high layer and large dimension substrate for the related applications were strong in 2019. In addition, the demand for high-valued products such as System-in-Package for wearable device applications, and interposer for high-end mobile device was promising during the second half of the year, driving increase in profit, and hence successfully turned loss into profit. In response to future development trend of semi-conductor, it actively strengthens its research and development capabilities, recruits more research and development talents, speeds up the development of new products, and expands IC substrate capacity to meet market demand. In the future, the company will work closely with customers, get more niche products orders, and continue to enhance production technologies, improve yield and reduce cost, to improve operational performance.

Nan Ya Technology Corp., another company invested by NPC, is committed to the development, manufacture, and sale of dynamic random-access memory (DRAM) products. Though DRAM industry significantly slowed down in 2019, the company still maintained good profitability, and completed the product development and shipping of low-power 20 nm 4Gb/8Gb LPDDR3, 2Gb/4Gb/8Gb LPDDR4/4X, etc. It has also successfully developed 10 nm DRAM cell design, enabling future DRAM products to continue to shrink in size for at least 3 generations. In 2020, it will develop first generation 10 nm lead products, DDR4 and DDR5 on its own technology platform, and is expected to gradually go into trial production after the second half of the year, in preparation for mass production of 2021. In 2020, it will continue to focus on 20 nm product portfolio optimization to increase competitiveness, and increase process technologies, product design, and customer services capabilities, to meet market demand, and provide customers with best memory solutions.

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Financial analysis for revenue and expenditure and profitability are as follows:

Item Year 2019 2018
Capital
Structure(%)
Debt ratio(%) 35.90 32.15
Long-term fund to
property, plant and
equipment ratio(%)
301.84 346.65
Profitability Return on total assets(%) 4.36 9.71
Return on total equity (%) 6.25 13.97
Pre-tax income to paid-in
capital ratio(%)
33.65 77.58
Net margin(%) 8.11 15.81
Earningsper share(NT$) 2.91 6.65

Note: The calculation of EPS is based on weighted average shares outstanding in each year.

1.2. Business Strategy for 2020

Looking ahead to 2020, the environment is still disturbing. The world's economy has been affected by many factors, including trade war, technological war, currency war, and threat of armed conflict of geopolitics in the long run. Also, the virus outbreak that affects human health in the beginning of the year deepens the unrest in the market, suppressing the opportunities for economic recovery through new technologies development and application in the short run. If the various uncertain factors can be reduced in the future, the economy should be able to develop normally.

With the complex international situation, maintaining stable growth and profit is still the most important goal. Therefore, NPC will continue to actively push forward its four business focus:

(1) Market expansion: Based on the physical sales channels with the assistance of online marketing, NPC actively expands and separates the market. With the configuration of domestic and overseas production bases, diversion in sales channels, production capacity allocation, and market expansion, NPC carries out overall production and sales allocation, increases revenue, boosts capacity utilization rate, and reduces cost.

(2) Research and development: Besides developing new products with different

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characteristics to satisfy customer needs and market trend, NPC makes good use of the features of existing products to explore new application. It expands customer base and explore new markets to increase the proportion of differentiated and high-value products in the hope of increasing profitability continuously.

(3) Circular economy: Implement reduction, reuse, and resource recycling, reduce raw materials and energy consumption from the source, and carry out resource integration across plants and companies, recycle energy, and finally recycle the waste generated, achieving recycling and reuse, and attaining the economic benefits of low consumption, low emission, and high utilization.

(4) Process optimization: NPC will continue to improve and upgrade its equipment, increase the efficiency of existing equipment/production lines, create maximum benefit with minimum investment, and actively implement AI to attain intellectualization in production process.

In the future, we will continue to make AI our priority, and make use of image recognition technologies to carry out product quality inspection and control, and conduct systematic gathering, processing, and application on the massive data, so as to optimize the control of process conditions, increase quality and reduce raw materials and energy consumption. We will also expand it horizontally to domestic and overseas plants to create greater benefits.

In addition, besides participating in the joint venture expansion in US Texas OL-3 and Louisiana at present, our total ongoing investments amount to approximately NT$ 68 billion, including 14% in Taiwan, mainly in high-value copper foil, polyester film, PP synthetic paper, etc., and 86% in other countries, mainly in expansions of EG plant in the U.S., which is about to be completed, as well as copper foil substrate, fiberglass cloth, printed circuit board, aluminum plastic film, and BPA plants in China. When they go into production, it is expected to generate an annual output of NT$ 52.4 billion, which will drive the continued growth of NPC.

Based on the equipment production capacity and in regards to the supply and demand situation of the future market, the estimated sales volume of major products in 2020 is as follows: (including consolidated subsidiaries and inter-company internal turnover)

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Product
Name
Unit Estimated
Sales
Volume
Product
Name
Unit Estimated
Sales
Volume
Flexible PVC
Film
Ton 117,155 1,4BG Ton 50,817
PVC Leather Thousand
Yard
32,700 EG Ton 2,732,674
Rigid Film Ton 151,204 Copper Clad
Laminate
Thousand
Sheet
70,200
PU Synthetic
Leather
Thousand
Yard
15,304 Epoxy Resin Ton 395,550
Plastic Doors
and Windows
Ton 28,430 Glass
Fabrics
Thousand
Meter
283,000
Rigid PVC
Pipe
Ton 128,400 Copper Foil Ton 55,540
Film Products Ton 73,265 Glass Yarn Ton 167,466
Plasticizer
and THPA
Ton 399,109 Printed
Circuit
Board
Thousand
SFT
17,448
PA Ton 137,510 Polyester
Staple fiber,
filament,
fabric
Ton 1,180,537
BPA Ton 589,590 PET Film Ton 68,467

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II. Company Introduction

2.1 Date of Establishment: August 22nd, 1958

2.2 Business Philosophy and Vision:

  • (1) Business philosophy: Diligence, perseverance, frugality and trustworthiness;

aiming at the sovereign good; perpetual business operation and dedication to the society.

Today, the Company is able to keep expanding, growing, and developing is driven by the business philosophy of “diligence, perseverance, frugality and trustworthiness; aiming at the sovereign good; perpetual business operation and dedication to the society” raised and practiced by the two founders, Mr. Wang Yung-Ching and Mr. Wang Yung-Tsai.

In terms of business operations, the Company understands that only by having a good management foundation can the Company develop steadily without being shaken by changes in objective conditions. Therefore, regardless of production, sales, manpower allocation or resource utilization, the Company has long adhered to the spirit of inquiring into the root of the matter in a practical and realistic way, pursuing the rationalization management bit by bit, constantly pursuing cost reduction and efficiency improvement. This spirit has long been internalized into an important core of our corporate culture, and it is also the drive for the company to pursue progress and sustainable development.

On the other hand, the company believes that while pursuing competitiveness and profits, it must also abide by corporate ethics by basing the management on the positive contribution to the society. Therefore, while developing the business, the Company also continues to devote itself to charitable activities in fields such as education, medical services, and caring for the disadvantaged. The scale is constantly expanded to improve the efficiency and quality in order to fulfill the responsibilities of corporate citizenship.

(2) Company Vision:

In the various industrial fields in which we are engaged, we will strengthen the internationalization and diversification to achieve world-class scale, and occupy the global leadership position. We will also continue to seek depth and refinement in response to the global changes to ensure long-term stable development.

2.3 Milestone:

The Company was founded in 1958 with the capital of NT$ 4 million and had reached to NT$ 79.3 billion at the end of 2019. The consolidated revenue was NT$ 286.3 billion. At present, our main business involves various processed

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plastic products, chemical products, electronic materials, the production and sales of polyester fiber, dyeing and finishing, mechanical and electrical engineering, etc. The Company has become the world's largest plastics processing plant, and the production capacity of polyester fiber and copper foil substrate is also among the best.

The Company has been in business for 62 years, and its business expansion can be divided into the following stages:

1958  The Company was founded and named “Nan Ya Plastics Processing Factory Co., Ltd.” with a capital of NT$ 4 million. Plant of Kaohsiung started production. 1967  Plant of Qian Zhen became fully operational and Plant of Taishan Mingzhi was planned for construction.  In August, the Company merged "New Easten Plastics Product Corp." and changed its name to "Nan Ya Plastics Corp.".  The stock was listed on November 5th. 1968  Plant of Mingzhi became officially operational; in October a polyester fiber plant was planned for construction. 1969  The first set of equipment at the fiber plant began production in May; in October, the second set of equipment was planned for construction. 1971  The second set of cotton processing equipment and silk processing equipment of the fiber plant were installed and went into production in January. 1972  Plant of Renwu officially went into production. Plant of Linkou was being built. 1973  Expansion of production equipment for 2,000 metric tons of polyester cotton and 1,200 metric tons of polyester yarn. 1974  In January, equipment for non-woven fabrics, brushed fabrics and wet PU leathers was installed in Plant of Shulin. 1976  In October, equipment for rigid PVC film was installed, and equipment for brushed fabric and non-woven fabrics was expanded. 1977  Equipment for rigid PVC film, brushed fabric and non-woven fabrics was expanded.  In June, the OEM for professional dyeing and finishing of longfibre nylon was added to Shulin factory area, known as Plant 1 of Shulin. 1978  The first set of doors and windows was launched in January.  In July, Plant 1 of Shulin went into official production. Two sets of giant PVC film equipment as well as equipment for PU synthetic leather and improved coil manufacturing were added.  In October, a joint venture with Huaxia, Cathay Pacific, and Ocean

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  • Plastics was established and named as "Taiwan Plasticizer Corp.".

  • 1979  In June, the Company expanded the long-fiber nylon dyeing and finishing factory in the Shulin factory area, namely Plant 2 of Shulin. The printing equipment for Plant 1 of Shulin was also expanded.

  •  Construction of Plant of Chiayi and the expansion of 10 sets of PVC film production equipment and two sets of rubber production equipment.

 In July, the Company diverted the investment in establishing Nan Ya Plastics Corp. USA. 1980  In September, the Formosa Dyeing and Finishing Corp. was merged into the Formosa Dyeing Division. The Plant 1 of Taoyuan was changed to Plant 1 of Dyeing, Plant 1 of Shulin was changed to Plant 2 of Dyeing, and Plant 3 of Shulin was changed to Plant 3 of Dyeing.  Two sets of PVC film production equipment and one set of mold production equipment were added. 1981  Dual-axis extension PP film equipment and plastic processing machinery were added to Plant of Linkou and Renwu. 1982  Expansion of the co-generation equipment of the Taishan. 1983  Giant PVC film equipment and high-speed false twisting machine were added. 1984  Circuit board printing, copper foil substrates, and dyeing plant equipment were added. 1985  Circuit board printing, copper foil substrates, fiberglass yarn, microfiber, and false twisting equipment was updated. 1986  Polyester film, electronic epoxy resin, and plastic processing machinery were added. 1987  Production equipment of petrochemical raw materials and plastic processing was expanded.  In August, a joint venture with PPG from the United States was established and named as "FPG Fiber Glass Corp.". In December, the Company merged "Taiwan Plasticizer Corp." and established the "Plasticizer Division." 1988  Production equipment for petrochemical raw materials, circuit board printing, and copper foil substrate were expanded. 1989  Petrochemical raw material equipment was added. In June, the company diverted investments and established “Nan Ya Plastics Corp., America”. 1990  Production equipment of polymer packaging materials for electronics was added. Production equipment for circuit board printing, copper foil, and glass fabrics was also expanded.

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  • 1991  Spinning equipment was added.

  • 1992  Added production equipment for circuit board printing, epoxy resin, and the second set of power generation equipment in Shulin.

  •  In April, the Company diversified investments along with Nan Ya Plastics Corp. and Formosa Chemicals & Fiber Corp. to establish Formosa Petrochemical Corp.

  • 1993  Production equipment for rigid PVC film, polyester film, and vacuum evaporation was added.

  • 1994  Production equipment for LCD display and polyester film was added.

  •  In May and June, we invested in the construction of factories for PVC film, PVC leather and rigid pipes in Guangzhou and Xiamen, China.

  •  The total amount of overseas convertible corporate bonds issued in July raised US$ 350 million.

  • 1995  Added production equipment for BOPP stretch film, epoxy resin, glass fabrics, and copper foil substrate, as well as setting up the electronic materials division.

  •  In March, the Company diversified investment in setting up “Nan Ya Technology Corp.” which engaged in the research, development, design, manufacturing and sales of semiconductors.

  •  In August, in order to expand the electronic materials business, the special task group of copper foil substrate, epoxy resin, glass fabrics and copper foil became an independent division from the fourth plastic division, and the electronic materials division was set up.

  • 1996  Production equipment for circuit board printing and copper foil was added.

  •  In April, the Company diversified investment in setting up “MaiLiao Power Corp”.

  •  In June, the Company invested in the construction of plants for PVC film, PVC leather and rigid pipes in Nantong, China.

  •  In July, the Company jointly invested with China Man-Made Fiber Corp. to establish “Nan Chung Petrochemical Corp”.

  • 1997  Spinning equipment was added.

  •  In May, the ethylene glycol plant was appointed to Nan Chung Petrochemical Corp.

  •  In October, the Company diversified investments in setting up “Nan Ya Printed Circuit Board Corp”.

  •  In November, Mr. Wang Yung-Ching, the chairman of the board, was exempted from the duty as president. Mr. Wu Chin-Jen, the vice president, was promoted to the president. The assistant vice president,

10

Mr. Lin Zhen-Ling, was promoted to the vice president. 1998  Production equipment for ethylene glycol and glass fabrics was added.  In October, the Company diversified investments in setting up Formosa Automobile Corp. along with “Formosa Plastics Corp.” and Asia Pacific Investment Corp.  In December, the Company conducted a cash capital increase and raised the amount of NT$ 5.05 billion. 1999  Production equipment for chlorinated polyethylene, hydrogen peroxide, epoxidzed soybean oil, and A-PET transparent sheet was added.  In June, the Company diversified investments in setting up “Formosa Environmental Technology Corp”. The Company successively invested in the construction of PVC rigid pipe and film plants in Chongqing, China. 2000  Production equipment for phthalic anhydride, optical disc, and lithium-ion battery were added.  The Company invested in plants for electronic materials, PU synthetic leather, and film in Kunshan and Huizhou, China.  The Company won the Annual Energy Conservation Excellence Award from the Ministry of Economic Affairs in 2000. 2001  Added production equipment for color filters, optical discs, solid polymer PET and 200T/H power generation equipment.  Diversified investments to establish “Formosa Plastics Marine Corp.” and “Su-Hua Transport Corp”. 2002  Added production equipment for BOPP film and DVD discs. Established Formosa Industries Corp. in Vietnam with a joint venture with Formosa Chemicals & Fiber Corp. and King Car Industrial Co., Ltd.  In December, in order to diversify shares of Nan Ya Circuit Board Corp. before the listing of shares, the Company disposed the shares of Nan Ya Circuit Board Corp. with a total amount of NT$ 219.98 million. 2003  Added ethylene glycol production equipment.  In July, the Company issued a five-year overseas registered unsecured exchangeable corporate bonds with a total amount of US$ 240 million. Bondholders had the right to exchange their corporate bonds for common stock of Nan Ya Technology Corp.  In November, the Formosa Dyeing Division was merged with the Fiber Division for business and management needs.

11

 In December, the Company diversified investment in establishing “Nan Ya Photonics Incorporation”. 2004  In January, the switchgear division was merged with the engineering and construction division for business and management needs.  On June 30th, the Company issued the seven-year overseas registered unsecured exchangeable corporate bonds with a total amount of US$ 250 million. The bondholders had the right to exchange the Company's bonds with the common stock of Formosa Petrochemical Corp. 2005  In July 2003, the Company issued an overseas unsecured exchangeable corporate bond with the exchange of shares of Nan Ya Technology Corp. for US$ 240 million. On July 17th, 2005, the Company redeemed US$ 217.94 million. On September 7th, the Company bought back the remaining balance of US$ 21.91 million.  In order to diversify shares of Nan Ya Printed Circuit Board Corp. before the listing of shares, the Company disposed 46,100 shares of Nan Ya Printed Circuit Board Corp. at NT$ 48 per share from June to August. 2006  In June 2004, the Company issued an overseas unsecured exchangeable corporate bond with the exchange of shares of Formosa Petrochemical Corp. for US$ 250 million. By January 13th, 2006, bondholders exercised the exchange right with the total amount of US$ 250 million. All the exchange was completed.  In line with the initial listing of Nan Ya Printed Circuit Board Corp., in April, the Company placed 10,200 shares of Nan Ya Printed Circuit Board Corp. at a price of NT$ 250 per share.  On June 23th, Mr. Wang Yung-Ching, the chairman of the Board of Directors, and Mr. Wang Yung-Tsai, the vice chairman of the Board of Directors, resigned. The Board of Directors elected Mr. Wu Chin-Jen as the chairman of the Board of Directors as well as the president. 2007  In June, three independent directors were elected.  In August, Nan Ya Technology Corp. raised NT$ 5 billion for capital increase by cash. The Company subscribed for shares as a specific person with a total amount of NT$ 198,120,000.  On November 2nd, the Board of Directors resolved to promote the vice president, Wu Chia-Chau, as the president. 2008  The Mailiao maleic anhydride (MA), γ-butyrolactone (GBL), and N-methyl-2-pyrrolidone (NMP) plants passed the environmental impact assessment of the Environmental Protection Agency of the

12

Executive Yuan in February. Production equipment for MA, GBL, and NMP were also added.

  •  In June, the products were organized into four business divisions including plastic processing, plastic materials, electronic materials, polyester products and public utilities for management purposes.

  •  In October, the founder Mr. Wang Yung-Ching passed away.

  •  In order to support the Company's investment in Nan Ya Technology Corp. and Inotera Memories Inc. to continue developing the DRAM business, advanced manufacturing technology of Micron Technology Inc. was introduced. In November, the Company signed a loan contract of US$ 200 million with Dutch Micron. And pledged contracts were signed with Dutch Micron and US Micron.

  •  The ethylene glycol plant won the Annual Energy Conservation Excellence Award from the Ministry of Economic Affairs in 2008.

  • 2009  In April, the Board of Directors decided to invest in a 33.33% stake of Formosa Synthetic Rubber Corp.

  •  In June, the Company obtained private placements of common stocks of Nan Ya Technology Corp. with a total amount of NT$ 4,619,160,000. In December, it re-subscribed common stocks of Nan Ya Technology Corp. with a total amount of NT$ 4,270,923,000.

  •  In October, Plant 1 of copper foil substrate won the special award for the Annual Business Waste Cleaning, Recycling and Reuse Award of the Ministry of Economic Affairs in 2009. In November, the ethylene glycol plant was named as a greenhouse gas reduction and excellent performance unit.

  •  In December, the Board of Directors decided to transfer the equity of Nan Ya Plastics (Chongqing) Co., Ltd.; merging 5 companies included the production and sales of fiber products in Kunshan and steam and power etc.

  • 2010  In March, the Company won the Model Award of the Traditional and Manufacturing Industry of the listed company in the 6[th] Corporate Social Responsibility Award of Global Views Monthly.

  •  In May, Nan Ya Propylene Gentamine (Ningbo) Co., Ltd. increased the production and sales of plasticizers. It also increased investment of US$ 36 million and changed its name to Nan Ya Plastics (Ningbo) Co., Ltd. Moreover, it won the Environmental Protection Agency's Green Purchasing Excellence Enterprise Award in 2009.

  •  Set the base date for non-physical stocks for the full issuance of physical stocks on November 30th.

  •  In September, Plant 1 of Shulin won the 2010 Annual Energy

13

Conservation Excellence Award from the Ministry of Economic Affairs.

  •  In November, Plant of Mailiao Recycling won the Special Award of the Environmental Protection Agency's 2010 Annual Waste Resource Management Performance Campaign.

  •  In December, the Board of Directors decided to reduce the shareholding ratio of Formosa Ha Tien Steel Corp. from 22.5% to 21.25%.

  • 2011  In March, the Board of Directors decided to invest US$ 30 million in Formosa Synthetic Rubber (Hong Kong) Corp. Ltd. and reinvested Formosa Synthetic Rubber (Ningbo) Co., Ltd. through Formosa Synthetic Rubber (Hong Kong) Corp. Ltd.

  •  In May, the Board of Directors decided to adjust the Company's organizational structure. The environmental safety and health department was made obsolete. The safety and health department and the resource recycling department were set up in its place.

  •  In June, the Board of Directors resolved to increase investment in Nan Ya Plastics Construction Materials (Nantong) Co., Ltd. by US$ 5 million.

  •  The remuneration committee was set up on August 26th.

  •  In August, the Company invested in China to establish “Nan Ya Property (Kunshan) Co., Ltd”.

  •  In October, the cotton plant in the Polyester Fiber Division won the 2011 Annual Energy Conservation Excellence Award from the Ministry of Economic Affairs.

  •  In November, the Company subscribed common stocks of private placements of Nan Ya Technology Corp. with the total amount of NT$ 11,999,999,998.

  •  In December, the “Safety Partnership Declaration” was signed with the Labor Inspection Office of the Southern District of the Executive Yuan Labor Committee.

  • 2012  In March, the Board of Directors decided to increase investment in Vietnam Formosa Ha Tien Steel Corp. by US$ 170 million.

  •  In June, the Board of Directors decided to merge three companies of PVC film (sheet), PU leather, steam, and electric power products in Nantong City, mainland China as well as merge another five companies in Kunshan City, which produced and sold electronic materials, steam, and electricity products.

  •  In August, the Board of Directors decided to merge two company which produce and sell BOPP film, rigid PVC film, and PVC film,

14

and other products in Nantong City.

  •  In September, the Company disposed the shares of Nan Ya Technology Corp. with a total amount of NT$ 835,906,000 and subscribed for Nan Ya Technology Corp. new shares in a cash capital increase with a total amount of NT$ 4,236,000,000.

  •  In November, the Ministry of Finance awarded the promotion of electronic invoices for outstanding business operators. Plant 1 of copper foil substrate won the 2012 Annual Energy Conservation Excellence Award from the Ministry of Economic Affairs.

  •  In December, Kung San site and Plant of Ethylene Glycol won the 2012 Annual Voluntary Reduction of Greenhouse Gases by the Industrial Bureau of the Ministry of Economic Affairs.

  • 2013  In January, in conjunction with the transformation and reengineering of the Company’s investment business, Nan Ya Technology Corp. submitted two letters of undertaking to Micron Technology Inc. to guarantee financial support and participation contracts.

  •  In March, the Board of Directors decided to invest in Formosa Group (Cayman) Limited with US$ 12,500.

  •  In May, the Board of Directors decided to invest and establish Formosa Resources Corp. with NT$ 250,000; to participate in the private equity cash increase of Inotera Memories Inc. with a total amount of NT$ 4 billion.

  •  In June, Mr. Wu Chia-Chau started serving as chairman.

  •  In August, the Company officially announced the introduction of AEO certification for high-quality enterprises. It won the award for contribution from the Ministry of Economic Affairs.

  •  In September, the Board of Directors decided to reduce the shareholding ratio of Formosa Ha Tien Steel Corp. to 14.75%.

  •  In November, Plant 1 of copper foil substrate was awarded the 22th 2013 ROC Environmental Protection Enterprise Environmental Protection Award by the Environmental Protection Agency of the Executive Yuan. Plant 3 of Copper Foil Substrate and Kung San site were awarded the 2013 Annual Energy Conservation Excellence Award and Excellence Award from the Ministry of Economic Affairs. The fiber division won the 2013 environmental impact assessment and development of the New Taipei City Government Environmental Protection Agency.

  •  In December, the Company won the 2013 Green Procurement Excellence Award.

  • 2014  In January, the Company disposed 47,700,000 shares of Formosa

15

Petrochemical Corp. with a total amount of NT$ 3.673 billion. It was awarded the AEO certification of the Kaohsiung Customs Quality Enterprise of the Ministry of Finance.

  •  In March, the Board of Directors decided to invest and establish “Formosa Group (Cayman) Ltd.”; Mr. Tzou Ming-Jen, the senior vice president, was promoted to the position of executive vice president.

  •  In April, in cooperation with the Kaohsiung City Government to promote urban development, the Company’s Plant of Kaohsiung was moved. The registered location was changed to 101, Shuiguan Road, Renwu Dist., Kaohsiung City. The re-investment company of Plant 4 of Kunshan glass fabrics started to operate.

  •  In June, the Board of Directors decided to sell and transfer 100% equity of mainland China Nan Ya Property (Kunshan) Co., Ltd.

  •  In July, with the adjustment of the administrative area of Mailiao Township in Yunlin County, the location of the Company’s Mailiao Branch was changed to “1-1, Formosa Plastics Group Industrial Zone, Mailiao, Yunlin County”.

  •  In September, the Company was awarded the 2013 Green Procurement Excellence Enterprise Award.

  •  In October, Plant 1 of copper foil substrate won the 23rd China Enterprise Environmental Protection Award of the Environmental Protection Agency of the Executive Yuan in 2014.

  •  In November, Plant 3 of spinning won the 2014 Energy Conservation Excellence Award from the Energy Bureau of the Ministry of Economic Affairs. The founder, Mr. Wang Yung-tsai, passed away.

  • 2015  In March, the Board of Directors decided to merge three plastics, building materials, and rigid film companies in Guangzhou, and was approved by the Investment Commission (MOEA) in May.

  •  In May, Nan Ya Plastics America Corp. invested and established “Nan Ya Plastics Corp., Texas” which in turn transferred the investment to the construction of an ethylene plant.

  •  Started from July 1st, Mr. Wu Chia-Chau, the chairman of the Board of Directors, was relieved of the position of president and the executive vice president Mr. Tzou Ming-Jen was promoted as the president.

  •  In August, the Board of Directors resolved to adopt the Company’s corporate social responsibility code.

  •  In November, Plant of Xingang Copper Foil Substrate of electronics

16

division won the 24th Republic of China Environmental Protection Enterprise Environmental Award. Kung San Site of Fiber Division and Plant 3 of Xingang Copper Foil Substrate of electronics division won the 2015 award for annual industrial gas voluntary reduction. In November, the Board of Directors decided to reduce the proportion of indirect holdings of Formosa Ha Tien Steel Corp. to 12.346%.

  •  In December, the Board of Directors resolved to support Taiwan Micron Technology Inc. acquisition of Inotera Memories Inc. Through the transfer of equity enable Inotera Memories Inc. to become a 100%-owned subsidiary of Taiwan Micron Technology Inc. The Company also disposed of 22,000,000 shares of Formosa Petrochemical Corp. with a total amount of NT$ 1,669,800,000.

  • 2016  In order to strengthen the sales of film products and take into account the scale of the fiber division, the polyester film and release film products were made independent, and the polyester film division was also established.

  •  The Company’s indirect shares of Formosa Ha Tien Steel Corp. was adjusted from 12.346% to 11.432%.

  •  In June, the audit committee was set up to replace the supervisor.

  •  In July, Kung San site won the 2016 Energy Conservation Excellence Award from the Energy Bureau of the Ministry of Economic Affairs.

  •  In September, the Board of Directors resolved to acquire 50% shares and technology license of PFG Fiber Glass Corp. as well as acquire 50% shares and technology license of Fiber Glass (Hong Kong) Co., Ltd. from PPG Industries Securities, LLC. The acquisition of both cases were completed on November 18th.

  •  In November, Plant of Mailiao Ethylene Glycol won the 2016 Annual Greenhouse Gas Voluntary Reduction and Excellent Performance Contribution Award from the Industrial Bureau of the Ministry of Economic Affairs. Kung San site won the 2016 Annual Voluntary Reduction of Greenhouse Gases.

  •  In December, the Company was awarded the AEO certification of the Kaohsiung Customs Safety Certification Quality Enterprise of the Ministry of Finance. The Company disposed 442,387,000 shares of Inotera Memories Inc. to Taiwan Micron Technology Inc. at the price of NT$ 30 per share.

  • 2017  In March, the Board of Directors decided to donate NT$ 125 million to establish the “Kaohsiung Cultural Foundation of Brothers Wang Yung-Ching and Wang Yung-Tsai Park” and increased the

17

investment of “Formosa Resources Corp.” by US$ 55 million.

  •  In May, the Board of Directors decided to increase the investment of “Formosa Ha Tinh (Cayman) Ltd.” through “Nan Ya Plastics International (Cayman) Ltd.” by US$ 57,160,834. Plant 2 of Chiayi in Chiayi County expanded the PP synthetic paper annual production capacity by 22,000 tons. The Xingang site invested and constructed a copper foil plant 4 with an annual production capacity of 18,000 tons.

  •  In August, the Board of Directors decided that the mainland “Nan Ya Plastics (Nantong) Co., Ltd.” will expand the aluminum plastic film production line and transfer the surplus to increase the capital by US$ 10 million.

  •  In November, the Board of Directors decided to invest “FG INC” by US$ 22 million. Plant of Mailiao Ethylene Glycol won the 2017 Annual Greenhouse Gas Voluntary Reduction and Carbon Reduction Contribution Award from the Industrial Bureau of the Ministry of Economic Affairs. Kung San site, electronics division, engineering division of Xingang Plant and the subsidiary of PFG Fiber Glass Corp. were all awarded the 2017 annual greenhouse gas voluntary reduction by the Bureau of Labor.

Kung San site was awarded the silver medal of the 2017 Energy Conservation Standard Award of the Energy Bureau of the Ministry of Economic Affairs.

  •  In December, the Board of Directors decided to increase the investment of “Formosa Ha Tinh (Cayman) Ltd.” through “Nan Ya Plastics International (Cayman) Ltd.” by US$ 57,160,834.

  • 2018  In March, the Board of Directors decided to donate NT$ 63.4675 million to assist Mailiao Township Office in Mailiao County to construct “Mailiao Township Community Education Park”; “Nan Ya Electronic Materials (Huizhou) Co., Ltd.” expanded product line of CCL, substrate and glass fabrics and planned to conduct a cash capital increase with the amount of US$ 140 million; the merge of Nan Ya Plastics (Nantong) Co., Ltd. and Nan Ya Plastics Film (Nantong) Co., Ltd. as well as Nan Ya Plastics (Huizhou) Co., Ltd. and Nan Ya Plastics Film (Huizhou) Co., Ltd. were both approved by the Investment Commission (MOEA) in May.

  •  In May, the Company planned to apply an increase investment of “Formosa Synthetic Rubber (Hong Kong) Corp., Ltd.” with the amount of US$ 65 million to the Investment Commission (MOEA); the Company planned to purchase office building from TransGlobe

18

Life Insurance Inc. and Meifu Construction Co., Ltd.

  •  In November, Kung San site and the subsidiary of PFG Fiber Glass Corp. were all awarded the 2018 annual greenhouse gas voluntary reduction by the Bureau of Labor.

  • 2019  In March, the Board of Directors decided to increase investment to “FG INC” by US$ 15 million according to the investment framework ; expand PET release film production equipment in Shulin site, New Taipei City.

  •  In May, the Board of Directors decided to set up the first “Corporate Governance Officer” of the Company.

  •  In August, the Board of Directors decided to increase investment to “Formosa Resources Corporation” by US$81.25 million ; “Nan Ya Plastics (Ningbo) Co., Ltd.” expanded product line of BPA and planned to conduct a cash capital increase with the amount of US$ 80 million.

  •  In November, Kung San site won awarded the 2019 annual greenhouse gas voluntary reduction by the Bureau of Labor.

  •  In December, the Board of Directors decided to increase investment to “Formosa Synthetic Rubber Corp.” by NT$46 million.

19

III.Corporate Governance

3.1 Organization

3.1.1 Organization Structure

==> picture [196 x 613] intentionally omitted <==

----- Start of picture text -----

Management office Plant 3 of Chiayi
Plant 2 of Renwu
Plastics 1st Division Rigid PVC Film Plant 1 of Hsinkang
Plant 1 of Shulin
Sales Dept. 1,2,3
Management office
Window & Door Frame Plant 1,2
P lastics 2nd Division
Sales Dept. 1,2
Management office Plant of Linkou
Plant 1 of Renwu
Plant of Linyuan
Plastics 3rd Division Plant 1,2&4 of Chiayi
Engineering Plastics Plant
Sales Dept. 1,2,3
Management office Plasticizer Plant
INA Plant
Petrochemicals 1st 2EH Plant
Division PA Plant
Sales Dept.
Management office BPA Plant
Petrochemicals 2nd H2O2 Plant
Division 1,4BG Plant
MA Plant
Sales Dept.
Management office
Petrochemicals 3rd EG Plant
Division Sales Dept.
Glass Fabrics Plant 1,2,3,4
Copper Foil Plant 1,2,3
Management office CCL Plant 1, 3 of Hsinkang
EPOXY Plant
Electronic Materials LCD Plant 1,2
Division Plant 2,3 of Shulin
Color Filter Plant
Maintenance Dept. 3,4,5
Technique Dept. 1,2,3,4,5
Quality Assurance Dept. 4,5
Sales Dept. 1,2,3,4,5
Management office Staple Fiber Plant
Dyeing & Finishing Plant
Polyester Fiber Spin & Texture Plant 1,2,3,4
Division Utilities Plant
Sales Dept. 1,2
Management office
Polyester Film Plant 1, 2
Polyester Film Polyester Release Film Plant
Division Sales Dept.
Switchgear Plant
Machinery Plant of Chiayi
Management office Power Plant of Linkou
Power Plant of Shulin
Eng. & Const. Power Plant of Chiayi
Division Power Plant of Jinxing
Machine Design Dept. 1,2,3
Electro Design Dept. 1,2,3
Engineering Dept. 1,2,3
Switchgear Sales Dept.
Maintenance Dept. 1,2,3
Predictive Maintenance Dept.
R & D Center
Safety & Health Dept.
Resource Recycling Dept.
Accounting Dept.
Materials Dept.
Shipping Dept.
Taipei Administration Dept.
Chiayi Administration Dept.
Kaohsiung Administration Dept.
Mailiao Administration Dept.
----- End of picture text -----

==> picture [256 x 589] intentionally omitted <==

----- Start of picture text -----

Nan Ya Plastics
Corp.
Shareholders’
Meeting
Board of
Directors
Chairman
Internal Remuneration Audit
Auditing Office Committee Committee
President
President’s
Office
----- End of picture text -----

20

3.1.2 Major Corporate Functions

  • (1) Plastics 1st Division

  • Production and sales of flexible PVC film, PVC leather, rigid PVC film, metallized film, A-PET film, PP synthetic paper, synthetic material, non-woven, PU synthetic leather, etc.

  • (2) Plastics 2nd Division

Production and sales of plastic door and window, SMC door, sound insulation door, etc.

  • (3) Plastics 3rd Division

Production and sales of rigid PVC pipe, film products, injected products, extruded products, tile products, PP synthetic paper, PVC compound, engineering plastics, UP resin, etc.

  • (4) Petrochemicals 1st Division

Production and sales of plasticizers and their upper stream raw materials such as PA, 2EH, etc.

  • (5) Petrochemicals 2nd Division

Production and sales of chemical raw materials, i.e. BPA, 1,4BG, MA, etc.

  • (6) Petrochemicals 3rd Division

Production and sales of EG products.

  • (7) Electronic Materials Division

Production and sales of copper clad laminate, epoxy resin, glass fabrics, copper foil, LCD, capacitive touch panel, etc.

  • (8) Polyester Fiber Division

Production and sales of polyester fiber, PET bottle resin, etc.

  • (9) Polyester Film Division

Production and sales polyester film, polyester release film, etc.

  • (10) Eng. & Const. Division

Design, production and sales of mechanical equipment; production and sales of types of switchgear and public flow systems.

21

3.2 Directors, Supervisors and Management Team

3.2.1 Directors

2020.04.14

Title
(Note 1)
Nationality/
Place of
Incorporation

Name
Gender
Date
Elected
Term
(Years)

Date First
Elected
(Note 2)
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
(Note 3)
Director’s Current Position
at NPC and Other Companies
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Remarks
(Note 4)
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Chairman R.O.C. Chia-Chau Wu Male 2019.06.12
3
1986.04.07
79,030
- 79,030 - 55,939
-
0
0
B.S. in Business
Administration,
National Chengchi
University
Chairman of Nanya Technology
Corp. and Nan Ya PCB Corp.
None None None N/A

Managing
Director
R.O.C. Wen-Yuan
Wong
Male 2019.06.12
3
2007.06.22
38,206,752
0.48 37,263,311 0.47 310,457
-
0
0
Master Degree in
Industrial Engineering,
University of Houston,
USA
Chairman of Chinese National
Federation of Industries, Director of
Formosa Chemicals & Fibre Corp.,
Formosa Taffeta Co., Ltd., and
Formosa Advanced Technologies
Co.,Ltd.
Managing
Director
Wen-Chiao
Wang
Brother
Managing
Director
R.O.C. Formosa
Petrochemical
Corp.

-
2019.06.12 3 2007.06.22 179,214,423 2.26 179,214,423 2.26 0
0
0
0
B.S. in Mechanical
~~E~~ngineering,
University of London
Managing Director of Formosa
Plastics Corp., Formosa Chemicals
& Fibre Corp. and Formosa
Petrochemical Corp.
Chairman of Formosa Plastic Marine
Corp. and Nan Ya Photonics Inc.

Managing
Director
Wen-Yuan
Wong
Brother
Representative
Wen-Chiao
Wang

Male
2007.06.22
884,044
0.01 884,044 0.01 50,600,000
0.64
0
0
Managing
Director
R.O.C. Ruey-Yu
Wang
Female 2019.06.12
3
2007.06.22
19,052,421
0.24 19,052,421 0.24 0
0
0
0
M.S. in International
Business Management,
National Taiwan
University
Managing Director of Formosa
Chemicals & Fibre Corp.
Chairman of Formosa Biomedical
Technology Corp. and Formosa
Technologies Corp.
Director Kuei-Yung
Wang
Sister
Managing
Director
(Independent
Director)

R.O.C.
Chih-Kang
Wang
Male 2019.06.12
3
2009.06.11
0
0 0 0 0
0
0
0
Ph.D. in Business
Administration, Texas
A&M University, USA
Chairman of CTBC Venture Capital
Co., Ltd. and Taiwan Institution of
Economic Research
Independent Director of Formosa
Sumco TechnologyCorp.
None None None

22

Title
(Note 1)
Nationality/
Place of
Incorporation

Name
Gender
Date
Elected
Term
(Years)

Date First
Elected
(Note 2)
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
(Note 3)
Director’s Current Position
at NPC and Other Companies
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Remarks
(Note 4)
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Independent
Director
R.O.C. Yi-Fu Lin Male 2019.06.12
3
2016.06.23
0
0 0 0 3,000
-
0
0
B.A. in Accounting and
Statistics, National
Chengchi University

Independent Director of Taishin
Financial Holding Co., Ltd.,
Swissray Global Healthcare Holding
Ltd. and Pan German Universal
Motors Ltd.
None None None N/A
Independent
Director
R.O.C. Yun-Peng Chu Male 2019.06.12
3
2011.06.21
1,199
- 1,199 - 0
0
0
0
Ph.D. in Economics,
University of
Maryland,USA
Independent Director of Taiwan
Land Development Corp. and China
Petrochemical Development Corp.
None None None
Director R.O.C. Ming-Jen
Tzou
Male 2019.06.12
3
1998.05.22
188,742
- 188,742 - 0
0
0
0
Chemical Engineering,
Provincial Taipei
Institute of Technology

President of NPC
Director of Nanya Technology Corp.
and Nan Ya Printed Circuit Board
Corp.

None
None None
Director R.O.C. Formosa
Chemicals &
Fibre
Corporation
- 2019.06.12 3 2007.06.22 413,327,750 5.21 413,327,750 5.21 0
0
0
0
Ph.D. in Law, Chinese
~~C~~ulture University
Vice President of Contemporary
Taiwan Development Foundation
Independent Director of WIN
Semiconductors Corp. and Capital
Securities Corp.
Director of East-Tender
Optoelectronics Corp.
None None None
Representative
Shen-Yi Lee

Male
2007.06.22
0
0 0 0 26,509
-
0
0
Director
(Note 6)
R.O.C. Formosa
Plastics
Corporation
- 2019.06.12 3 2007.06.22 783,356,866 9.88 783,356,866 9.88 0
0
0
0
B.S. in Electrical
~~E~~ngineering, Tatung
Institute of Technology
Advisor, NPC
Director of Nan Ya Electronic
Materials (Kunshan) Co., Ltd
None None None
Representative
Zo-Chun Jen

Male
1989.04.14
303,377
- 303,377 - 167,852
-
0
0
Director R.O.C. Kuei-Yung
Wang
Female 2019.06.12
3
2007.06.22
11,164,271
0.14 11,164,271 0.14 3,068,086
0.04
0
0
B.S. in Chemistry,
University of London
Senior Vice President of NPC
Director of Nan Ya Plastics Corp.
U.S.A
Managing
Director
Ruey-Yu
Wang
Sister

23

Title
(Note 1)
Nationality/
Place of
Incorporation

Name
Gender
Date
Elected
Term
(Years)

Date First
Elected
(Note 2)
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
(Note 3)
Director’s Current Position
at NPC and Other Companies
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Executives or Directors who
are Spouses or within Two
Degrees of Kinship
Remarks
(Note 4)
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Director
(Note 4)
R.O.C. Fong-Chin Lin Male 2019.06.12
3
1992.04.30
25,458
- 25,458 - 43,590,327
0.55
0
0
M.S. in Accounting,
National Chengchi
University
Senior Vice President, NPC
Director of Nan Ya Plastics (Hong
Kong) Corp.
Managing
Director
Managing
Director
Wen-Yuan
Wong
Wen-Chiao
Wang
Affinity
N/A
Director R.O.C. Sin-Yi Huang Male 2019.06.12
3
2016.06.23
806
- 806 - 572
-
0
0
Chemical Engineering,
Ming Chi Institute of
Technology
Senior Vice President, NPC
Director of Nan Ya Draw-Textured
Yarn (Kunshan) Co., Ltd
None None None
Director R.O.C. Cheng-Chung
Lee
Male 2019.06.12
3
2019.06.12
0
0 0 0 0
0
0
0
Vice President, NPC
B.S. in Chemical
Engineering, National
Central University
Director of Nan Ya Electronic
Materials (Kunshan) Co., Ltd.
None None None
Director R.O.C. Freedom
Internation
Enterprise
Company
- 2019.06.12
3
2007.06.22
3,287,472
0.04 3,287,472 0.04 0
0
0
0
B.A. in Business
Administration,
Tunghai University
Director of Fu Tak Investment
Company
None None None
Representative
Ching-Cheng
Chang

Male
2007.06.22
1,563,989
0.02 1,563,989 0.02 0
0
0
0

Note 1: In the case of institutional shareholders, the names and representatives should be indicated respectively (for representatives, the names of institutional shareholders they represent should be indicated) and filled in the table. Note 2: Any disruption in duty as a Director or Supervisor after the date of their election should be included in a separate note.

Note 3: The experience relevant to current position i.e. held a position at the accounting firm of its auditing CPAs or at an affiliated enterprise its titles and duties should be clearly stated.

Note 4: The Chairman and the President or equivalent position (the top manager) are the same person, or relatives of each other, such as spouse or within one degree of kinship, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of Independent Directors, more than half of the Directors have not served as employees or managers, etc.: N/A

Note 5: Director Fong-Chin Lin was not re-elected at the shareholders' meeting in 2007, but was elected at the shareholders' meeting on June 24th, 2013. Note 6: Director Zo-Chun Jen was not re-elected at the shareholders' meeting in 1995, but was elected at the shareholders' meeting on June 24th, 2013. Note 7: “-” indicates the shareholding ratio is less than 0.01%.

24

Major shareholders of the institutional shareholders

2020.04.14

Name of Institutional Shareholders
(Note 1)
Major Shareholders
(Note 2)
Formosa Petrochemical Corp. 1. Formosa Plastics Corp. (28.56%)
2. Formosa Chemicals & Fibre Corp. (24.15%)
3. Nan Ya Plastics Corp. (23.11%)
4. Chang Gung Medical Foundation (5.79%)
5. Formosa Taffeta Co., Ltd. (3.83%)
6. Standard Chartered Bank (Taiwan) Ltd. In Custody for Genesis Equity Group
Inc. (0.60%)
7. Chunghwa Post Co., Ltd. (0.52%)
8. HSBC Bank (Taiwan) Limited In Custody for Power Unlimited Corporation
(0.51%)
9. Standard Chartered Bank (Taiwan) Ltd. In Custody for Central Capital
Management Inc. (0.49%)
10. HSBC Bank (Taiwan) Limited In Custody for Pacific Light and Power Corp.
(0.48%)
Formosa Plastics Corp. 1. Chang Gung Medical Foundation (9.44%)
2. Formosa Chemicals & Fibre Corp. (7.65%),
3. Credit Suisse AG- Credit Suisse Singapore Branch (6.26%)
4. Nan Ya Plastics Corp. (4.63%)
5. Chindwell International Investment Corp. (4.16%)
6. Vanson International Investment Co., Ltd. (3.05%)
7. Formosa Petrochemical Corp. (2.07%)
8. Citibank Taiwan Limited In Custody for Government of Singapore (1.46%)
9. Ming Chi University of Technology (1.43%)
10. Nan Shan Life Insurance Co.,Ltd.(1.40%)
Formosa Chemicals & Fibre Corp. 1. Chang Gung Medical Foundation (18.58%)
2. Chindwell International Investment Corp. (6.35%)
3. Vanson International Investment Co., Ltd. (3.80%)
4. Formosa Plastics Corp. (3.39%)
5. Nan Ya Plastics Corp. (2.40%)
6. Wen-Yuan Wong (2.20%)
7. Consolidated Power Development Corp. (1.63%)
8. Standard Chartered Bank (Taiwan) Ltd. In Custody for Genesis Equity Group
Inc. (1.47%),
9. HSBC Bank (Taiwan) Limited In Custody for Consolidated Power Development
Corp. (1.35%)
10. Bank of Taiwan in Custody for Wang Chang-Gung Charitable Trust Fund
(1.21%)
Freedom Internation Enterprise
Company
Freedom International Enterprise Inc. (100%)

Note 1: Directors and supervisors acting as the representatives of institutional shareholders shall indicate the names of the institutional shareholders. Note 2: The name of major shareholders of the institutional shareholders (its 10 largest shareholders) and the holding percentage of each shall be noted. If any of those shareholders is an institutional shareholder should fill out the following table.

Note 3: If the institutional shareholder is not a company, the names and shareholding ratio of shareholders to be disclosed are the names of people who contributed or donated the capital and the ratio of their contribution or donation.

25

2020.04.14

Major shareholders of the Company’s major institutional shareholders

Name of Institutional Shareholders
(Note 1)
Major Shareholders
(Note 2)
Chang Gung Medical Foundation 1. Nan Ya Plastics Corp. (19.76%)
2. Formosa Chemicals & Fibre Corp. (15.21%)
3. Formosa Plastics Corp. (14.60%)
4. Mr. Wang Yung-Tsai (12.35%)
5. Mr. WangYung-Ching (8.08%)
Formosa Taffeta Co., Ltd. 1. Formosa Chemicals & Fibre Corp. (37.40%)
2. Chang Gung Medical Foundation (5.79%)
3. Yu Yuang Textile Co., Ltd. (2.55%)
4. Min- Xiong Lai (2.43%)
5. Chang Gung University (2.20%)
6. Chang Gung University of Science and Technology. (2.13%)
7. Ming Chi University of Technology (1.87%)
8. Taiwan Life Insurance Co., Ltd. (1.59%)
9. Cathay Life Insurance Co., Ltd. (1.53%)
10. Asia Pacific Investment Co.,Ltd.(1.43%)
Standard Chartered Bank (Taiwan) Ltd. In Custody for
Genesis Equity Group Inc.
Investment Account
Chunghwa Post Co., Ltd. Ministry of Transportation and Communications, R.O.C.
HSBC Bank (Taiwan) Limited In Custody for Power
Unlimited Corporation
Investment Account
Standard Chartered Bank (Taiwan) Ltd. In Custody for
Central Capital Management Inc.
Investment Account
HSBC Bank (Taiwan) Limited In Custody for Pacific
Light and Power Corporation
Investment Account
Credit Suisse AG- Credit Suisse Singapore Branch Investment Account
Chindwell International Investment Corp. Everred Corporate, Inc. (100.00%)
Vanson International Investment Co., Ltd. Landmark Capital Holdings Inc. (100.00%)
Citibank Taiwan Limited In Custody for Government of
Singapore
Investment Account
Ming Chi University of Technology 1. Mr. Wang Yung-Ching (43.26%)
2. Mr. Wang Yung-Tsai (38.84%)
3. Nan Ya PlasticsCorp. (5.09%)
4.Chindwell International Investment Corp. (3.74%)
5.FormosaChemicals&FibreCorp. (1.66%)

26

Name of Institutional Shareholders
(Note 1)
Major Shareholders
(Note 2)
Nan Shan Life Insurance Co., Ltd. 1. First Commercial Bank Trustee Account For Representative of
Ruen Chen Investment Ho5lding Co., Ltd (60.01%)
2. Ruen Chen Investment Holding Co., Ltd. (29.54%)
3. Y. T. Du (2.90%)
4. Run Tai Sing Co., Ltd. (0.30%)
5. Ruentex Dyeing and Textile Co., Ltd. (0.27%)
6. Ruentex Development Co., Ltd. (0.23%)
7. Ruentex Industries Ltd. (0.21%)
8. Taishin International Bank Trust Account of Nan Shan Life
Insurance Co., Ltd. (0.21%)
9. Yuan Hsin Investment Co. Ltd. (0.16%)
10. Ruentex LeasingCo.,Ltd.(0.13%)
Consolidated Power Development Corp. Cabo de Roca Corporation (100%)
HSBC Bank (Taiwan) Limited In Custody for
Consolidated Power Development Corp.
Investment Account
Bank of Taiwan in Custody for Wang Chang-Gung
Charitable Trust Fund
Trust Account
Freedom International Enterprise Inc. United Rich Investment Holding Ltd. (100%)

Note 1: If any major shareholder is a corporation, its corporate name should be stated.

Note 2: The major shareholders of the corporation (its 10 largest shareholders) and the holding percentage of each shall be noted.

Note 3: If the institutional shareholder is not a company, the names and shareholding ratio of shareholders to be disclosed are the names of people who contributed or donated the capital and the ratio of their contribution or donation.

Note 4: Ratio of the contribution or donation is calculated by the cumulative amount of donations over the years and the amount of donated stocks is calculated based on the face value.

27

Directors’ Professional Qualifications and Independent Analysis

Criteria
Name
(Note 1)
Meet one of the following professional
qualification requirements, together
with at least fiveyears work experience
Meet one of the following professional
qualification requirements, together
with at least fiveyears work experience
Meet one of the following professional
qualification requirements, together
with at least fiveyears work experience
Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Number of
other
public
companies’ in
which the
individual is
concurrently
serving as an
Independent
Director
An instructor or
higher position
in a department
of commerce,
law, finance,
accounting, or
other academic
department
related to the
business needs
of the Company
in a public or
private junior
college, college
or university
A Judge, public
prosecutor,
attorney, certified
public
accountant, or
other professional
or technical
specialist who
has passed a
national
examination and
been awarded a
certificate in a
profession
necessary for the
business of the
Company
Have work
experience in
the areas of
commerce,
law, finance, or
accounting,
or otherwise
necessary for
the business
of the
Company
1 2 3 4 5 6 7 8 9 10 11 12
Chia-Chau Wu 0
Wen-Yuan Wong 0
Formosa Petrochemical
Corp.
Wen-Chiao Wang
0
Ruey-Yu Wang 0
Chih-KangWang 1
Yi-Fu Lin 3
Yun-PengChu 2
Ming-Jen Tzou 0
Formosa Chemicals &
Fibre Corporation
Shen-Yi Lee
2
Formosa Plastics
Corporation
Zo-Chun Jen
0
Kuei-YungWang 0
Fong-Chin Lin 0
Sin-Yi Huang 0
Cheng-ChungLee 0
Freedom Internation
Enterprise Company
Ching-ChengChang
0

Note 1: The columns are adjusted along with the actual amounts. Note 2: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office. (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a managerial officer under (1), spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons under (2) and (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings, or who designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (6) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: Not a director, supervisor, or employee of that other company. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (7) If the chairman, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: Not a director (or governor), supervisor, or employee of that other company or institution. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (8) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. (Not applicable in cases where the specified company or institution holds 20% or more and not exceed 50% of the total number of outstanding shares of the Company and the person is an independent director appointed in accordance with the Act or laws and regulations of the local country

28

by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (9) Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, these restrictions do not apply to any member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not being any circumstances in the subparagraphs of Article 30 of the Company Act.

  • (12) Not being elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

Note 3: The institutional shareholder is defined by its representative.

  • Note 4: Independent director, Chih-Kang Wang concurrently holds a position of independent director of Formosa Sumco Technology Corp.

  • Note 5: Independent director, Yi-Fu Lin concurrently holds a position of independent director of Taishin Financial Holding Co., Ltd., Swissray Global Healthcare Holding Ltd. and Pan German Universal Motors Ltd. Mr. Yi-Fu Lin concurrently hold a position of independent director of Taishin Financial Holding Co., Ltd. and Taishin International Bank Co., Ltd; the two entities are deemed to be one according to the administrative rule published on Mar. 19, 2007 by the Financial Supervisory Commission R.O.C (Taiwan)

  • Note 6: Independent director, Yun-Peng Chu concurrently holds a position of independent director of Taiwan Land Development Corp. and China Petrochemical Development Corp.

  • Note 7: Independent director, Shen-Yi Lee concurrently holds a position of independent director of WIN Semiconductors Corp. and Capital Securities Corp.

29

3.2.2Management Team

2020.04.14

Title
(Note 1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Director’s
Spouse & Minor
Director’s
Spouse & Minor
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education)
(Note 2)
Current Positions
at Other Companies
Managers who are Spouses or
Within Two degrees of
Kinship
Managers who are Spouses or
Within Two degrees of
Kinship
Managers who are Spouses or
Within Two degrees of
Kinship
Remarks
Shares % Shares % Shares
%
Title Name Relation
President R.O.C Ming-Jen
Tzou
Male 2015.07.01 188,742
-

0

0

0

0

Executive Vice President, NPC
Chemical Engineering, Provincial
Taipei Institute of Technology
Director of Nan Ya Technology
Co., Ltd. and Nan Ya PCB Corp.
None None None N/A
Senior Vice
President
R.O.C Fong-Chin
Lin
Male 2003.11.04 25,458
-
43,590,327
0.55

0

0

Vice President, NPC
M.S. in Accounting, National
Chengchi University
Director of Nan Ya Plastics (Hong
Kong) Co., Ltd.
None None None
Senior Vice
President
R.O.C Sin-Yi Huang Male 2016.03.24 806
-

572

-

0

0

Vice President, NPC
Chemical Engineering, Ming Chi
Institute of Technology
Director of Nan Ya Draw-Textured
Yarn (Kunshan) Co., Ltd.
None None None
Senior Vice
President
R.O.C Kuei-Yung
Wang
Female 2018.03.23 11,164,271 0.14
3,068,086

0.04

0

0

Vice President, NPC
B.S. in Chemistry, University of
London
Director of Nan Ya Plastics Corp.
USA
None None None
Senior Vice
President
R.O.C Cheng-Chung
Lee
Male 2017.06.20 0
0

0

0

0

0

Vice President, NPC
B.S. in Chemical Engineering,
National Central University
Director of Nan Ya Electronic
Materials (Kunshan) Co., Ltd.
None None None
Senior Vice
President
R.O.C Chung-Yueh
Shih
Male 2019.03.20 8,080
-

0

0

0

0

Vice President, NPC
B.S. in Chemical Engineering,
National Taiwan University
Director of Nan Chung
Petrochemical Corp.
None None None
Vice
President
R.O.C Shiou-Yeh
Sheng
Male 2014.05.13 0
0

0

0

0

0

Assistant Vice President, NPC
B.S. in Chemical Engineering,
National Central University
Director of Nan Ya Plastics
(Nantong) Co., Ltd.
None None None
Vice
President
R.O.C Pau-Chang
Liu
Male 2019.03.20 6,791
-

4,000

-

0

0

Assistant Vice President, NPC
B.A. in Accounting, Soochow
University
None None None None
Vice
President
R.O.C Tzong-Yang
Su
Male 2014.05.13 3,511
-

3,000

-

0

0

Assistant Vice President, NPC
B.S. in Chemical Engineering,
Chinese Culture University
Director of Nan Ya Plastics
(Guanzhou) Co., Ltd.
None None None
Vice
President
R.O.C Yu-Lung
Huang
Male 2018.05.09 4,020
-

0

0

0

0

Assistant Vice President, NPC
Mechanical, Provincial Kaohsiung
Institute of Technology
Director of Nan Ya Plastics
(Ningbo) Co., Ltd.
None None None
Vice
President
R.O.C Yu-Sheng
Chen
Male 2017.06.20 0
0

0

0

0

0

Assistant Vice President, NPC
Chemical Engineering, Provincial
Taipei Institute of Technology
Vice President of Nan Ya Corp.,
Texas
None None None
Vice
President
R.O.C Kuo-Wei Lin Male 2017.06.20 0
0

0

0

0

0

Assistant Vice President, NPC
Chemical Engineering, Ming Chi
Institute of Technology
President of Wen Fung Industrial
Co., Ltd. and Wenling Technology
Co.,Ltd
None None None

30

Title
(Note 1)
Nationality
Name
Gender Date
Effective
Shareholding Shareholding Director’s
Spouse & Minor
Director’s
Spouse & Minor
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education)
(Note 2)
Current Positions
at Other Companies
Managers who are Spouses or
Within Two degrees of
Kinship
Managers who are Spouses or
Within Two degrees of
Kinship
Managers who are Spouses or
Within Two degrees of
Kinship
Remarks
Shares % Shares % Shares
%
Title Name Relation
Vice
President
R.O.C Yang-Doun
Chien
Male 2016.03.24 0
0

0

0

0

0

Assistant Vice President, NPC
Chemical Engineering, Ming Chi
Institute of Technology
Director of Nan Ya Draw-Textured
Yarn (Kunshan) Co., Ltd.
None None None N/A
Vice
President
R.O.C Wen-Cheng
Yang
Male 2018.05.09 0
0

0

0

0

0

Assistant Vice President, NPC
B.S. in Chemical Engineering,
National Central University
None None None None
Vice
President
R.O.C Yung-Fang
Chang
Male 2015.11.11 0
0

28,617

-

0

0

Assistant Vice President, NPC
Electrical Engineering, Ming Chi
Institute of Technology
Director of Nan Ya Electric
(Nantong) Co., Ltd.
None None None
Financial
Officer
R.O.C Ming-Jong
Yeh
Male 2013.03.27 18,426
-

0

0

0

0

President’s Office Vice President,
NPC
B.S. in Accounting, Soochow
University
Supervisor of Wen Fung Industrial
Co., Ltd.
None None None
Corporate
Governance
Officer
R.O.C Wen-Pin
Cheng
Male 2019.05.10 734
-

0

0

0

0

President’s Office Assistant Vice
President, NPC
B.S. in Business Administration,
FengChia University
None None None None
Accounting
Officer
R.O.C Li-Ta Pai Male 2013.03.27 15,541
-

0

0

0

0

Accounting Department Manager,
NPC
M.S. in Accounting, Soochow
University
Supervisor of PFG Fiber Glass
Corp. and Wenling Technology
Corp.
None None None

Note 1: President, Vice President, Assistant Vice President, Department Manager, and Branch Agencies and persons who hold positions equivalent to President, Vice President, Assistant Vice President or Manager shall be disclosed. Note 2: The experience relevant to current position i.e. held a position at the accounting firm of its auditing CPAs or at an affiliated enterprise its titles and duties should be clearly stated. Note 3: The Chairman and the President or equivalent position (the top manager) are the same person, or relatives of each other, such as spouse or within one degree of kinship, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of Independent Directors, more than half of the Directors have not served as employees or managers, etc.: N/A Note 4: The Company does not provide expenses for cars, housing, and other personal expenses. Note 5: “-” indicates the shareholding ratio is less than 0.01%.

31

3.2.3 Boards of Directors and Major Managers Succession Plan of NPC

  • (1) The Company election of directors shall be conducted in accordance with the candidate nomination system and that shareholders shall elect directors from among those listed in the slate of director nominees. Now the directors are nominated by major shareholders and elected by shareholders meeting. Each director has the professional ability such as operating management, industrial knowledge and international outlook, etc. The newly appointed director will be arranged 12-hour refresher courses in the year he takes office, and will be provided regulations manuals which stated relevant laws and regulations and precautions for the directors and insiders. To improve professionalism for members in Board of Directors during their tenure and assist them to equip various professional knowledge required to perform their duties, the Company arranges refresher courses at least 6 hours per year after excluding the professional competence of each director. The courses covering business, legal affairs and corporate social responsibility etc. which are all related to the nature of the Company's industry.

  • (2) The Company cultivates the internal senior managers by arranging them join into the Board of Directors to let them get familiar with the operation of the Board of Directors. The Senior Vice President, Cheng-Chung Lee joined the Board of Directors to take over the retired director during the re-elected of Board of Directors in 2019.

  • (3) In needs of perpetual business operation and ensuring the development of major managing talents can successfully take over, the Company has set up Talent Development Rule. The rule specifies the criteria of development candidates, election principles, the way of development conduction and the review of promotion criteria. The amount of manager development candidates of each department shall at least by 2 to for future optimum selection. In order to promote excellent management and executives in 2019, the Vice President, Chung-Yueh Shih was promoted to Senior Vice President; Assistant Vice President, Pao-Chang Liu was promoted to Vice President to undertake the more important duties.

  • (4) If the development candidate is lack of experienced, the Company will increase his or her experiences by job rotation or increasing his or her responsible business scope. The annual working achievement of development candidates shall be included in periodic assessment in accordance with “Assessment Rule” and the periodic working assessment shall be the base of year-end performance appraisal assessment. If the year-end performance appraisal of the development candidates were rated as excellent, it shall be the reference for optimum promotion.

  • (5) In 2019, in order to progress the managers’ and executives’ understanding of important regulations of other business and abnormal cases, supervise the department responsibilities and ensure that the cultivation of talents can be successfully taken over and continued, the Company arranges nine cross-functional training courses, including "production", "business", "project improvement", "engineering", "maintenance", "materials", "finance", “personnel affairs” and "Work Safety". In 2019, 172 people have attended the courses and accumulated 603 training hours.

32

3.3 Remuneration of Directors, Supervisors, President, and Vice Presidents

3.3.1 Remuneration of Directors and Supervisors

3.3.1.1 Remuneration of Directors and Independent Directors Unit: NT$ thousands; 2019.12.31

Title Name Director’s R Director’s R Director’s R Director’s R emuneration emuneration Total
Remuneration
(A+B+C+D)
as a % of
2018 Net
Income
(Note 2)
Total
Remuneration
(A+B+C+D)
as a % of
2018 Net
Income
(Note 2)
Compensation
o
Compensation
o
Received by a Dire
r of NPC’s consoli
Received by a Dire
r of NPC’s consoli
ctor who is an employee of NPC
dated subsidiaries
ctor who is an employee of NPC
dated subsidiaries
ctor who is an employee of NPC
dated subsidiaries
ctor who is an employee of NPC
dated subsidiaries
Total
Compensation
(A+B+C+D+E+F+G)
as a % of 2018 Net Income
(Note 10)
Total
Compensation
(A+B+C+D+E+F+G)
as a % of 2018 Net Income
(Note 10)

Compensation Paid to Directors from an Invested
Company other than NPC

s Subsidiary or the Parent
Company (Note 11)
Base
Compensation
(A)(Note 2)

Severance
Pay and
Pensions (B)
Directors
Compensation
(C)
(Note 3)
Allowances
(D)
(Note 4)
Salaries,
Bonuses
and
Allowances
(E) (Note 5)
Severance Pay
and Pensions
(F)
Employee Compensation (G)
(Note 6)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
From
NPC
Companies in the consolidated
financial statements(Note 7)
Fr
N
om
PC
Companies in the
consolidated
financial
statements
(Note 7)

From
NPC
Companies in the consolidated
financial statements(Note 7)
Cash Stock Cash Stock
Director Chairman Chia-Chau Wu 17,915
17,915 108 108 0 0 760 970 0.0814 0.0823 49,242 49,242 534 534 53 0 53 0 0.2973 0.2982 56,093
ManagingDirector Wen-Yuan Wong
Managing Director
Formosa Petrochemical Corp.
Representative
Wen-Chiao Wang
ManagingDirector Ruey-Yu Wang
Director Ming-Jen Tzou
Director Formosa Chemicals & Fibre
Corporation Representative
Shen-Yi Lee
Director
(Note)
Formosa Plastics Corporation
Representative
Chin-Jen Wu
Director
(Note)
Formosa Plastics Corporation
Representative
Zo-Chun Jen
Director Kuei-YungWang
Director Fong-Chin Lin
Director Sin-Yi Huang
Director Cheng-ChungLee
Director Freedom Internation
Enterprise Company
Ching-ChengChang
Independent
Director
Managing Director
(Independent Director)
Chih-Kang Wang 5,466 5,466 0 0 0 0 510 510 0.0259 0.0259 0 0 0 0 0 0 0 0 0.0259 0.0259 0
Independent Director Yi-Fu Lin
Independent Director Yun-PengChu

33

Note: Formosa Plastics Corporation’s representative, Chin-Jen Wu resigned after the director re-election on June 12, 2019, and the representative was replaced by director Zo-Chun Jen.

  1. Please state the policy, system, standards and structure of independent directors ’remuneration payment, and explain the relevance to the amount of remuneration according to the responsibilities, risks and time invested:

  2. The Company does not provide compensation for directors. Independent directors' remuneration is based on a fixed payment system. The main consideration is to maintain its independence and facilitate its supervision function. The Company pays a fixed remuneration to independent directors based on the principle of NT$1.8 million and the transportation allowance is NT$10,000 each time according to the attendance of the meeting. According to the Company’s “Regulations and Scope of Independent Directors’ Duties”, the duties and risks includes: Supervise the fair presentation of the Company's financial statements, the hiring (dismissal), independence and performance of CPA of the Company, the effective implementation of the Company's internal control system, the compliance with relevant laws and regulations of the Company, the existing or potential risk management and control of the Company, etc. The Company has insured director liability insurance for independent directors. The independent director attends at least 6 times of Board of Directors, 4 times of Audit Committee and 2 times of Remuneration Committee. And in order to implement the operational integrity, the independent directors review the internal audit reports monthly, and communicate with internal audit officer and CPA regarding internal control and financial statements regularly. More communication details please refer to “3.4.2 Audit Committee Meeting Status or the Participation of Supervisors in the Operations of the Board of Directors”.

  3. Other than disclosure in the above table, Directors remunerations earned by providing services (e.g. providing consulting services as a non-employee) to NPC and all consolidated entities in the 2018 financial statements: None.

34

Range of Remuneration Paid to Directors

Range of Remuneration Name of Directors
Total of Remuneration (A+B+C+D) Total of Remuneration (A+B+C+D+E+F+G)
From
NPC
(Note 8)
Companies in the consolidated
financial statements
(Note 9)H
From
NPC
(Note 8)
The parent company and all
re-invested businesses
(Note 11)I
Under NT$ 1,000,000 Wen-Yuan Wong, Wen-Chiao Wang,
Ruey-Yu Wang, Ming-Jen Tzou,
Kuei-Yung Wang, Chin-Jen Wu,
Shen-Yi Lee, Fong-Chin Lin,
Zo-Chun Jen, Sin-Yi Huang,
Cheng-Chung Lee, Ching-Cheng
Chang, Formosa Petrochemical
Corp., Formosa Plastics
Corporation, Formosa Chemicals &
Fibre Corporation

Wen-Yuan Wong, Wen-Chiao Wang,
Ruey-Yu Wang, Ming-Jen Tzou,
Kuei-Yung Wang, Chin-Jen Wu,
Shen-Yi Lee, Fong-Chin Lin,
Zo-Chun Jen, Sin-Yi Huang,
Cheng-Chung Lee, Ching-Cheng
Chang, Formosa Petrochemical
Corp., Formosa Plastics
Corporation, Formosa Chemicals &
Fibre Corporation

Wen-Yuan Wong, Wen-Chiao Wang,
Ruey-Yu Wang, Chin-Jen Wu,
Shen-Yi Lee, Ching-Cheng Chang,
Formosa Petrochemical Corp.,
Formosa Plastics Corporation,
Formosa Chemicals & Fibre
Corporation

Chin-Jen Wu, Shen-Yi Lee,
Ching-Cheng Chang, Formosa
Petrochemical Corp., Formosa
Plastics Corporation, Formosa
Chemicals & Fibre Corporation
NT$ 1,000,000NT$ 1,999,999 Yi-Fu Lin, Yun-Peng Chu, Freedom
Internation Enterprise Company
Yi-Fu Lin, Yun-Peng Chu, Freedom
Internation Enterprise Company
Yi-Fu Lin, Yun-Peng Chu, Freedom
Internation Enterprise Company
Yi-Fu Lin, Yun-Peng Chu, Freedom
Internation Enterprise Company
NT$ 2,000,000NT$ 3,499,999 Chih-Kang Wang Chih-Kang Wang Chih-Kang Wang Chih-Kang Wang
NT$ 3,500,000NT$ 4,999,999 None None None None
NT$ 5,000,000NT$ 9,999,999 None None Kuei-Yung Wang, Fong-Chin Lin,
Zo-Chun Jen, Sin-Yi Huang,
Cheng-ChungLee
Kuei-Yung Wang, Fong-Chin Lin,
Zo-Chun Jen, Sin-Yi Huang,
Cheng-ChungLee
NT$ 10,000,000NT$ 14,999,999 None None Ming-Jen Tzou Ming-Jen Tzou
NT$ 15,000,000NT$ 29,999,999 Chia-Chau Wu Chia-Chau Wu Chia-Chau Wu Chia-Chau Wu, Wen-Yuan Wong,
Wen-Chiao Wang,Ruey-Yu Wang
NT$ 30,000,000NT$ 49,999,999 None None None None
NT$ 50,000,000NT$ 99,999,999 None None None None
Over NT$ 100,000,000 None None None None
Total 20 20 20 20

Note 1: Names of directors shall be listed separately (both the name of the institution and its representative shall be listed for an institutional shareholder). Also, director and independent directors shall be listed separately and individual payments made shall be summarized and disclosed accordingly. If a .director is also the President or the Vice President, this table and the following one (3-1) or (3-2-1)and (3-2-2) shall also be completed. Note 2: The remunerations paid to directors in the latest year (including salaries, additional pay, service pay, various prizes, rewards, etc.). Note 3: The value of remunerations approved to be assigned to directors by the Board of Directors in the most recent year.

35

  • Note 4: This is the expenses incurred by directors over the past years from carrying out related tasks, including transportation, special expenditure, various types of allowances, dormitory, and company cars, among other supplies in kind).

  • .When houses, automobiles, and other transportation tools or expenses that are specific to individuals are provided, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other .payments shall be disclosed. If a driver is assigned, please indicate the pay available for the driver but it may not be included in the calculation of remunerations.

  • Note 5: Salaries, additional pay, service pay, various prizes, rewards, transportation, special expenditure, various allowances, dormitory, cars, and other actual items that are claimed by directors and employees (including concurrently hold a .position of President, Vice President, other managers and employees) in the latest year. For housing, automobiles and other transportation tools or expenses that are specific to individuals, the nature and cost of the assets provided, the .actual or market-value-based rental, the cost of gasoline and other payments shall be disclosed. If a driver is assigned, please indicate the pay available for the driver but it may not be included in the calculation of remunerations. In .addition, salaries recognized in accordance with IFRS 2: stock-based payment transaction, including employee stock option certificates restricted employee shares, and participation in subscribing shares in cash capital increase, shall .also be included as part of the remunerations.

  • Note 6: Directors and employees (including concurrently hold a position of President, Vice President, other managers and employees) having claimed employee remunerations (including shares and cash) shall disclose employee remunerations .distributed through the Board of Directors in the most recent year. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculated proportionally and Exhibit 1-3 .shall be completed.

  • Note 7: The total value of various remunerations paid to directors of the Company by all companies in the Consolidated Report (including the Company) shall be disclosed.

  • Note 8: For the total value of various remunerations paid to each director by the Company, disclose the name of the director in the respective bracket.

  • Note 9: For the total value of various remunerations paid to each director of the Company by all companies (including the Company) in the Consolidated Report, disclose the name of the director in the respective bracket. Note 10: After-tax pure earnings are those indicated in the entity or individual financial report from the most recent year.

  • Note 11: a. The value of related remunerations claimed by directors of the Company from reinvested businesses other than subsidiaries or the parent company shall be specified in this column. (If there’s no related remuneration, please fill in “none”)

  • .b. In the event that directors of the Company claim related remunerations from reinvested businesses other than subsidiaries or the parent company, the said remunerations shall be combined in Column I of the remuneration bracket table and the name of .the column shall be changed to "the parent company and all re-invested businesses."

  • .c. Remunerations are the compensation, rewards (including rewards for employees, directors, and supervisors) and operational expenditures claimed by supervisors of the Company who serve as the director, supervisor, or manager .at a reinvested business other than the subsidiary or the parent company.

  • Note 12: 108 thousand and 534 thousand in column B and F is the contribution amount of severance pay and pensions

  • The content of the remunerations disclosed in this table differs from the idea of income indicated in the Income Tax Act. As such, the purpose of this table is for disclosure of information only, not for taxation.

3.3.1.2 Remuneration of Supervisors

The Company set up an audit committee to replace the Supervisors on June 23rd, 2016.

36

3.3.2 Remuneration of President and Vice Presidents Unit: NT$ thousands; 2019.12.31

Title Name Salary
(A)
(Note 2)
Salary
(A)
(Note 2)
Severance Pay and
Pensions
(B)
Severance Pay and
Pensions
(B)
Bonuses and
Allowances
(C)
(Note 3)
Bonuses and
Allowances
(C)
(Note 3)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Total compensation
(A+B+C+D)
as a % of
2019 net income
(Note 8)
Total compensation
(A+B+C+D)
as a % of
2019 net income
(Note 8)
Compensation Paid to Directors from an
Invested Company other than NPC′s Subsidiary
or the Parent Company
(Note 9)
From
NPC
Companies in the consolidated
financial statements(Note 5)
From
NPC
Companies in the consolidated
financial statements(Note 5)
From
NPC
Companies in the consolidated
financial statements(Note 5)
From
NPC
Companies
in the
consolidated
financial
statements
(Note 5)
From
NPC
Companies in the consolidated
financial statements(Note 5)
Cash Stock
Cash
Stock
President Ming-Jen Tzou 45,202
45,312

1,296

1,296

49,483

49,483

97

0

97

0

0.4164

0.4169

70
Senior Vice President Fong-Chin Lin
Senior Vice President Sin-Yi Huang
Senior Vice President Kuei-Yung Wang
Senior Vice President Cheng-Chung Lee
Senior Vice President (Note1) Chung-Yueh Shih
Vice President Shiou-Yeh Sheng
Vice President(Note1) Pao-Chang Liu
Vice President Tzong-Yang Su
Vice President Yu-Lung Huang
Vice President Yu-Sheng Chen
Vice President Kuo-Wei Lin
Vice President Yang-Doun Chien
Vice President Wen-Cheng Yang
Vice President Yung-Fang Chang

Note1: Mr. Chung-Yueh Shih, NPC’s former Vice President and Pao-Chang Liu, NPC’s former Assistant Vice President were separately promoted to Senior Vice President and Vice President on March 20, 2019.

Note2: This table is to disclose the remuneration of President and Vice Presidents as of December 31, 2019

37

Range of Remuneration of President and Vice Presidents

Range of Remuneration of President and Vice Presidents
Range of compensation Name of President and Vice Presidents
From NPC (Note 6) The parent company and all re-invested businesses
(Note 7)E
Under NT$ 1,000,000 None None
NT$ 1,000,000~NT$ 1,999,999 None None
NT$ 2,000,000~NT$ 3,499,999 None None
NT$ 3,500,000~NT$ 4,999,999 Pao-ChangLiu, Yu-LungHuang, Wen-ChengYang Pao-ChangLiu, Yu-LungHuang, Wen-ChengYang
NT$ 5,000,000~NT$ 9,999,999 Fong-Chin Lin, Sin-Yi Huang, Kuei-Yung Wang,
Cheng-Chung Lee, Chung-Yueh Shih, Shiou-Yeh Sheng,
Tzong-Yang Su, Yu-Sheng Chen, Kuo-Wei Lin,
Yang-Doun Chien,Yung-FangChang

Fong-Chin Lin, Sin-Yi Huang, Kuei-Yung Wang,
Cheng-Chung Lee, Chung-Yueh Shih, Shiou-Yeh Sheng,
Tzong-Yang Su, Yu-Sheng Chen, Kuo-Wei Lin,
Yang-Doun Chien,Yung-FangChang
NT$ 10,000,000~NT$ 14,999,999 Ming-Jen Tzou Ming-Jen Tzou
NT$ 15,000,000~NT$ 29,999,999 None None
NT$ 30,000,000~NT$ 49,999,999 None None
NT$ 50,000,000~NT$ 99,999,999 None None
Over NT$ 100,000,000 None None
Total 15 15
  • Regardless of their title, the information has to be disclosed as long as their ranking is equivalent to that of a President, Vice President or assistant manager.

  • Note1: Names of President and Vice President shall be listed separately and individual payments made shall be disclosed through a summary. If the director is also a President or Vice President, this table and the above table (1-1) or (1-2-1) and (1-2-2) shall be completed.

  • Note2: Salaries, additional pay, and service pay for President and Vice President in the latest year.

  • Note3: Various prizes, awards, transportation, special expenditure, various allowances, dormitory, cars, and other actual items provided and other compensations for President and Vice President in the latest year. For housing, automobiles, and other transportation tools or expenses that are specific to individuals, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other payments shall be disclosed. If a driver is assigned, please indicate the pay available for the driver but it may not be included in the calculation of remunerations. In addition, salaries recognized in accordance with IFRS 2: stock-based payment transaction, including employee stock option certificates, restricted employee shares, and participation in subscribing shares in cash capital increase, shall also be included as part of the remunerations.

  • Note4: Employee remunerations (including stock and cash) distributed to President and Vice President as approved by the Board of Directors in the latest year. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculated proportionally. In addition, the attached Table 1-3 shall be completed.

  • Note5: The total value of remunerations paid to President and Vice President of the Company by all companies in the Consolidated Report (including the Company) shall be disclosed.

Note6: Disclose each President and Vice Presidents’ name in the respective bracket according to the total value of various remunerations paid by the Company.

  • Note7: For the total value of various remunerations paid to each President and Vice President of the Company by all companies (including the Company) in the Consolidated Report, disclose the name of the President and Vice President in the respective bracket.

  • Note8: After-tax pure earnings are those indicated in the entity or individual financial report from the most recent year.

  • Note9: a. The value of related remunerations claimed by President and Vice President of the Company from reinvestment businesses other than subsidiaries or the parent company shall be specified in this column. (If there’s no related remuneration, please fill in “none”)

  • .b. In the event that President and Vice President of the Company claim related remunerations from reinvestment businesses other than subsidiaries or the parent company, the said remunerations shall be combined in Column E of the remuneration bracket table and the name of the column shall be changed to "the parent company and all reinvested businesses.”

  • .c. Remunerations are the compensation, rewards (including rewards for employees, directors, and supervisors) and operational expenses, among others, claimed by President and Vice President of the Company who serve as the director, supervisor, or manager at a reinvested business other than the subsidiary or the parent company.

Note10: 1,296 thousand in column B is the contribution amount of severance pay and pensions

  • The content of the remunerations disclosed in this table differs from the idea of income indicated in the Income Tax Act. As such, the purpose of this table is for disclosure of information only, not for taxation.

38

Employee Compensation of Executive Officers

Unit: NT$ thousands; 2019.12.31

Unit: NT$ thousands; 2019.12.31
Title
(Note 1)
Name
(Note 1)
Employee
Compensation
-in Stock
Employee
Compensation
-in Cash
Total Total Employee
Compensation as a
% of 2019 Net Income
President Ming-Jen Tzou 0 111 111 0.0005
Senior Vice President Fong-Chin Lin
Senior Vice President
Sin-Yi Huang
Senior Vice President Kuei-Yung Wang
Senior Vice President Cheng-Chung Lee
Senior Vice President
(Note5)
Chung-Yueh Shih
Vice President Shiou-Yeh Sheng
Vice President Pao-Chang Liu
Vice President Tzong-Yang Su
Vice President Yu-Lung Huang
Vice President Yu-Sheng Chen
Vice President Kuo-Wei Lin
Vice President Yang-Doun Chien
Vice President Wen-Cheng Yang
Vice President Yung-Fang Chang
Financial Officer Ming-Jong Yeh
Corporate Governance
Officer
Wen-Pin Cheng
Accounting Officer Li-Ta Pai

Note1: The name and title of the individual shall be disclosed but distribution of profits may be disclosed through a summary. Note2: Employee remunerations (including stock and cash) distributed to managers through the Board of Directors in recent years. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally. After-tax pure earnings are those in the latest year. When the International Financial Reporting Standards are adopted, after-tax pure earnings are those indicated in the entity or individual financial report from the most recent year. Note3: For the applicability of managers, follow the Tai-Cai-Zheng-San No. 0920001301 letter dated March 27, 2003.

(1) Presidents and people of equivalent ranking

(2) Vice Presidents and people of equivalent ranking

(3) Assistant managers and people of equivalent ranking

(4) Head of Department of Finance

(5) Head of Accounting Department

(6) Other people handling corporate affairs and signature rights Note4: If directors, Presidents, and Vice Presidents receive employee remunerations (including stock and cash), this table needs to be completed in addition to Exhibit 1-2.

Note5: Mr. Chung-Yueh Shih, NPC’s former Vice President, and Pao-Chang Liu, NPC’s former Assistant Vice President were separately promoted to Senior Vice President and Vice President on March 20, 2019.

Note6: The Company appointed Wen-Pin Cheng as the first corporate governance officer on May 10, 2019 Note7: This form is to disclose the employee compensation of executive officers as of 2019.12.31.

39

3.3.3 Comparison and Description of Remuneration for Directors, Supervisors,

President and Vice Presidents etc. in the Most Recent Two Fiscal Years and

Remuneration Policy for Directors, President and Vice Presidents.

  • (1) The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to Directors, Supervisors, President and Vice Presidents etc. of the Company, to the net income.
consolidated financial statements for the two most
President and Vice Presidents etc. of the Company,
consolidated financial statements for the two most
President and Vice Presidents etc. of the Company,
consolidated financial statements for the two most
President and Vice Presidents etc. of the Company,
recent fiscal years to Directors, Supervisors,
to the net income.
recent fiscal years to Directors, Supervisors,
to the net income.
Unit: %
Company
Title\Year

The Company
All companies in the Consolidated Report
2019 2018 2019 2018
Directors 0.3232 0.1243 0.3241 0.1248
President and
Vice President
0.4164 0.1662 0.4169 0.1664
  • Note: The increase of the ratio of total remuneration to Directors, President and Vice Presidents of the Company, to the net income resulted from the reduction in 2019 net income as compared to 2018.

  • (2) The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance.

  • A. NPC’s Independent Directors receives base compensation monthly, and traffic fares based on attendances of Board meetings. There is no payment of the variable part of remuneration.

  • B. The remuneration of NPC’s Directors is determined in accordance with Article 16 of NPC’s Articles of Incorporation, which stipulates that: "The Board of Directors is authorized to determine the compensation for the Directors, according to their extent and value of the contribution provided for the Company and the common compensation standards of the same industry.", and traffic fares are based on attendances of Board meetings.

  • C. On June 22, 2010, the Board of Directors cancelled the policy of paying the Directors and Supervisors remuneration from earnings, and set up the Audit Committee to replace the Supervisors on June 23, 2016.

  • D. The remuneration of NPC’s President and Vice Presidents is determined in accordance with NPC’s Articles of Incorporation and Article 29 of Company Act. Besides their monthly base compensation, the remuneration also includes year-end bonus, festival bonus and special awards according to the Company's operating conditions. The monthly base compensation will be adjusted based on related standards every year.

  • E. NPC’s Remuneration Committee held 3 meetings in 2019 to propose advice to the Board of Directors about the compensation standard and structure, assessment system, salary adjustment of executive officers; and year-end bonus distribution standards .

40

3.4 Implementation of Corporate Governance

3.4.1 Board of Directors’ Meeting Status

A total of 7 meetings【A】of the Board of Directors’ Meeting were held in 2019. Director attendance status is shown as follows:

Title Name
(Note1)
Attendance
in person
B
By
Proxy
Attendance
rate in
person (%)
B/A
(Note2)
Remark
Chairman Chia-Chau Wu 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Managing Director Wen-Yuan Wong 6 0 85.7 Re-elected;
Re-election on
2019.06.12
Managing Director Formosa Petrochemical Corp.
Rep. Wen-Chiao Wang
5 0 71.4 Re-elected;
Re-election on
2019.06.12
Managing Director Ruey-Yu Wang 5 0 71.4 Re-elected;
Re-election on
2019.06.12
Managing Director
(Independent Director)
Chih-Kang Wang 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Independent Director Yi-Fu Lin 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Independent Director Yun-Peng Chu 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Director Ming-Jen Tzou 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Director Formosa Chemicals & Fibre Corp.
Rep. Shen-Yi Lee
7 0 100.0 Re-elected;
Re-election on
2019.06.12
Director Formosa Plastics Corp.
Rep. Chin-Jen Wu
1 0 33.3 Old; Re-election
on 2019.06.12
Director Formosa Plastics Corp.
Rep. Zo-Chun Jen
7 0 100.0 Re-elected (Note);
Re-election on
2019.06.12
Director Kuei-Yung Wang 7 0 100.0 Re-elected;
Re-election on
2019.06.12

41

Title Name
(Note1)
Attendance
in person
B
By
Proxy
Attendance
rate in
person (%)
B/A
(Note2)
Remark
Director Fong-Chin Lin 6 0 85.7 Re-elected;
Re-election on
2019.06.12
Director Sin-Yi Huang 7 0 100.0 Re-elected;
Re-election on
2019.06.12
Director Cheng-Chung Lee 4 0 100.0 New; Re-election
on 2019.06.12
Director Freedom Internation Enterprise
Company
Rep. Ching-ChengChang
7 0 100.0 Re-elected;
Re-election on
2019.06.12
Note: Formosa Plastics Corporation’s representative, Chin-Jen Wu resigned after the director re-election on June 12, 2019, and
the representative was replaced bydirector Zo-Chun Jen.
Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all
Independent Directors’ opinions and the Company’s response should be specified:
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act.: N/A.
(2) Other matters involving objections or expressed reservations by independent directors that were recorded or
stated in writing that require a resolution by the Board of Directors: None.
2. Implementation of Directors Avoiding Conflict of Interests towards Resolution:
(1) The 1stBoard of Directors’ Meeting of 2019 (March 20, 2019)
Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong, Wen-Chiao Wang and
Ruey-Yu Wang, Director Ming Jen, Tzou, Shen-Yi Lee and Zo Chun, Jen
Resolutions adopted: To compile plan of lending funds for the second quarter of 2019.
Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were appointed as the
Chairman, Managing Director, Director or representative of the juristic person of the borrowing
Company, so they were recused from the discussion and voting.
(2) The 3rdBoard of Directors’ Meeting of 2019 (May 10, 2019)
Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong and Director Ming-Jen
Tzou, Shen-Yi Lee and Zo Chun, Jen
Resolutions adopted: To compile plan of lending funds for the third quarter of 2019.
Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were appointed as the
Chairman, Managing Director, Director or representative of the juristic person of the borrowing
Company, so they were recused from the discussion and voting.
(3) The 3rdBoard of Directors’ Meeting of 2019 (May 10, 2019)
Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong and Director Ming-Jen
Tzou
Resolutions adopted: Equipment transactions with related companies: “Formosa Heavy Industries Corp.”,
“Formosa Plastics Corp.”, “Formosa Technologies Corp.” and “Nan Ya Photonics Incorporation”.
Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors as Managing Director
and Director of related companies, so they were recused from the discussion and voting.
(4) The 3rdBoard of Directors’ Meeting of 2019 (May 10, 2019)
Recusals: Chairman Chia-Chau Wu and attending Managing Director Wen-Yuan Wong
Resolutions adopted: The donation NT$ 11,134,000 to Ming Chi University of Technology.
Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were appointed as the
Chairman and Director of Ming Chi University of Technology, so they were recused from the
discussion and voting.

42

  • (5) The 3[rd] Board of Directors’ Meeting of 2019 (May 10, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong and Director Ming-Jen, Tzou, Fong- Chin Lin and Sin-Yi Huang

  • Resolutions adopted: The Company's investment business “Formosa Industries Corp.” would borrow loans from banks. The Company was proposed to issue a letter of support

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Director was appointed as the Chairman and Director of Formosa Industries Corp., so they were recused from the discussion and voting.

  • (6) The 4[th] Board of Directors’ Meeting of 2019 (June 12, 2019)

  • Recusals: Independent Director Chih-Kang Wang, Yi-Fu Lin and Yun-Peng Chu

  • Resolutions adopted: To appoint 3 Independent directors as the members of Remuneration Committee.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Independent Directors were the parties, so they were recused from the discussion and voting.

  • (7) The 5[th] Board of Directors’ Meeting of 2019 (August 12, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong, Wen-Chiao Wang and Ruey-Yu Wang, Director Shen-Yi Lee and Zo Chun, Jen

  • Resolutions adopted: To compile plan of lending funds for the fourth quarter of 2019

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were appointed as the Chairman, Managing Director, Director or representative of the juristic person of the borrowing Company, so they were recused from the discussion and voting.

  • (8) The 5[th] Board of Directors’ Meeting of 2019 (August 12, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Yuan Wong, Wen-Chiao Wang and Ruey-Yu Wang, Director Ming-Jen, Tzou and Zo Chun, Jen

  • Resolutions adopted: Equipment transactions with related companies: “Formosa Heavy Industries Corp.”,

    • “Formosa Plastics Corp.”, “Formosa Technologies Corp.” and “Nan Ya Photonics Incorporation”.
  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were appointed as Chairman, Managing Director and Director of related companies, so they were recused from the discussion and voting.

  • (9) The 5[th] Board of Directors’ Meeting of 2019 (August 12, 2019)

  • Recusals: Chairman Chia-Chau Wu and attending Managing Director Wen-Yuan Wong and Wen-Chiao Wang Resolutions adopted: To increase investment to “Formosa Resources Corporation” for US$81.25 million

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors as the Managing Director and Director of Formosa Resources Corporation, so they were recused from the discussion and voting.

  • (10) The 5[th] Board of Directors’ Meeting of 2019 (August 12, 2019) Recusals: Chairman Chia-Chau Wu

  • Resolutions adopted: To formulate the Chairman’ compensation.

  • Causes of interest conflict Avoidance and Voting status: Chairman Chia-Chau Wu, acting as principal, so he was recused from the discussion and voting.

  • (11) The 5[th] Board of Directors’ Meeting of 2019 (August 12, 2019)

  • Recusals: Independent Director Chih-Kang Wang, Yi-Fu Lin, Yun-Peng Chu and Director Ching-Cheng Chang Resolutions adopted: To formulate the existing Directors’ compensation.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were the parties, so they were recused from the discussion and voting.

  • (12) The 6[th] Board of Directors’ Meeting of 2019 (November 8, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Chiao Wang and Ruey-Yu Wang, Director Ming Jen, Tzou, Shen-Yi Lee, Zo Chun, Jen and Kuei-Yung Wang

  • Resolutions adopted: To compile plan of lending funds for the first quarter of 2020.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors as the Chairman, Managing Director, Director, representative of the juristic person of the borrowing Company or Director’s relative within the second degree of kinship, so they were recused from the discussion and voting.

  • (13) The 6[th] Board of Directors’ Meeting of 2019 (November 8, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Chiao Wang and Ruey-Yu Wang, Director Ming-Jen Tzou, Zo Chun, Jen and Kuei-Yung Wang

43

  • Resolutions adopted: Equipment transactions with related companies: “Formosa Heavy Industries Corp.”, “Formosa Plastics Corp.”, “Formosa Technologies Corp.” and “Nan Ya Photonics Incorporation”.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors as Chairman, Managing Director, Director, representative of the juristic person of the related companies or Director’s relative within the second degree of kinship, so they were recused from the discussion and voting.

  • (14) The 6[th] Board of Directors’ Meeting of 2019 (November 8, 2019)

  • Recusals: Chairman Chia-Chau Wu, attending Managing Director Wen-Chiao Wang, Ruey-Yu Wang and Director Kuei-Yung Wang

Resolutions adopted: Donation to Chang Gung University for NT$6.14 million 1,239 dollars.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were as Director of Chang Gung University, so they were recused from the discussion and voting.

  • (15) The 6[th] Board of Directors’ Meeting of 2019 (November 8, 2019)

  • Recusals: Chairman Chia-Chau Wu and attending Director Ming-Jen Tzou and Cheng-Chung Lee

  • Resolutions adopted: The Company's investment business “Nan Ya Electronic Materials (Huizhou) Co., Ltd.” would borrow loans from banks. The Company was proposed to issue a letter of support.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were as Chairman and Director of Nan Ya Electronic Materials (Huizhou) Co., Ltd., so they were recused from the discussion and voting.

  • (16) The 7[th] Board of Directors’ Meeting of 2019 (December 13, 2019)

  • Recusals: Attending Managing Director Wen-Yuan Wong, Wen-Chiao Wang and Director Ming-Jen Tzou Resolutions adopted: To increase investment to “Formosa Synthetic Rubber Corp.” with NT$ 46 million.

  • Causes of interest conflict Avoidance and Voting status: the above-mentioned Directors were as Chairman, Director or Director’s relative within the second degree of kinship, so they were recused from the discussion and voting.

  • TWSE/TPEx Listed Companies shall disclose information including the evaluation cycles, evaluation periods, scope, method and content of the Board of Directors’ self (or peer) performance evaluation:

  • The Company would conduct Board of Directors’ performance evaluation from 2020, and disclose the implementation in the following year.

  • Measures taken to strengthen the functionality of the Board:

  • (1) The functions of the Board of Directors of the Company are sound and sufficient, meeting the current requirements of the Company’s corporate governance and maximize the shareholders’ interests.

  • (2) The Company has elected Independent Directors. In order to establish a well board governance system, sound supervision function and strengthen management functions, the Company has established the regulations governing procedure for Board of Directors’ Meetings according to the provisions of the securities authority. The main matters for discussion, operating procedures, matters to be recorded in the proceedings, the announcements and other matters to be followed shall be handled in accordance with the provisions of this code.

  • (3) Besides annual review of operation of Board of Directors and strengthen the functions of the Board of Directors, the internal auditors also submit monthly audit reports on operation of Board of Directors to the Independent Directors for reviewed before the end of the next month in compliance with the regulations of the competent securities authorities.

  • (4) In accordance with the provisions of the securities regulatory authority, the Company passed the resolution of the Board of Directors on Aug. 26, 2011 and set up the Remuneration Committee and has held 3 meetings in 2019 to report the Manager Year-End Bonus Distribution Standard of 2018, also to assess the policy and system of managers’ 2019 compensation and had submitted the proposal the Board of Directors’ meeting for discussion.

  • (5) In accordance with the provisions of the securities regulatory authority, the Company passed the resolution of the Board of Directors on Jun. 23, 2016 and set up the Audit Committee to replace Supervisors and has held 5 meetings in 2019 to submit the resolutions of the Board of Directors to the implementation of corporate governance.

Note 1: If directors and supervisors are institutions, names of shareholders and the representative of the institutions shall be disclosed. Note 2: (1) In the event that directors leave before a year is completed, the date when they leave should be indicated in the memo column. The actual attendance (seated) rate (%), on the other hand, shall be calculated by the number of Board of Directors’ meetings held during service and the frequency number of attendance (being seated) in the meetings. (2) Before a year is completed, upon any re-election of directors, names of the said directors, new and old, shall be listed and it shall be specified in the remark column that a specific director is old, new, or re-elected, and the date of re-election. The actual attendance (seated) rate (%), on the other hand, is to be calculated by the number of Board of Directors’ meetings.

44

3.4.2 Audit Committee Meeting Status or the Participation of Supervisors in the

Operations of the Board of Directors

  • 3.4.2.1 The tenure of the committee members this year is from June 12, 2019 to June 11, 2022. A total of 5 meetings【A】of Audit Committee were held in 2019. The attendance of the members was as follows:
Title Name Name Attend in
person
【B】
Commissioned
times
Attendance
rate in
person (%)
【B/A】
(Note)
Remark Remark
Convener Chih-Kang
Wang
5 0 100.0 Independent Director (Re-elected;
Re-election on 2019.06.12)
Member Yi-Fu Lin 5 0 100.0 Independent Director (Re-elected;
Re-election on 2019.06.12)
Member Yun-Peng
Chu
5 0 100.0 Independent Director (Re-elected;
Re-election on 2019.06.12)
Other mentionable:
1. The operation of the Audit Committee shall, if any of the following circumstances, specify the date of the Board, date,
contents, results of the Audit Committee resolutions and the handling of the opinions of the Audit Committee as below:
(1) The matters listed in Article 14-5 of the Securities Exchange Act.
(2) Except previous matters, the other approved by the Audit Committee, and by more than two-thirds of all directors agreed
to the matter.
Board of Directors
Content
Article 14-5 of
Securities and
Exchange Act
The other approved by the Audit
Committee, and by more than
two-thirds of all directors agreed to the
matter
2019.03.20
1stin 2019
1. Content
(1) To formulate 2018 financial statements of
the Company.
(2) To formulate the Company’s Internal
Control System Statement.
(3) To compile plan of lending funds for the
second quarter of 2019.
(4) To amend the “Procedures for Acquisition
or Disposal of Assets”, the “Procedures
for Engaging in Derivatives
Transactions”, the “Procedures for
Loaning Funds to Other Parties” and the
“Procedures of Endorsements and
Guarantees” of the Company.
(5) To invest “FG INC” for US$ 15 million
in accordance of the investment
framework.





-
-
-
-
-
2. Audit Committee Resolution on Mar. 20,2019
(1) In the 1st case, the CPA Kuo, Hsin-Yi reported the communication between the CPA and the audit
committee. The convener asked whether there was better understanding about the content of other matters
audit by CPA and took the responsibility of auditing, the CPA Kuo, Hsin-Yi responded.
(2) In the 3rd case, the convener inquired whether the loan conditions and calculation of interest in the proposal
would be in accordance with past practice and was responded by the financial officer Ming-Jong Yeh.
(3) In the 5th case, the Chairman supplemented the plan and purpose of investing “FG INC”.
(4) All the member of the audit committee agreed to pass all the cases and all the cases were submitted to the
Board of Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The 5 cases discussed by audit committee were submitted to the Board of Directors for discussions, except
for some Directors who did not participate in the voting due to conflicts of interest, were approved by the
other attendingDirectors.
Board of Directors Content Article 14-5 of
Securities and
Exchange Act
The other approved by the Audit
Committee, and by more than
two-thirds of all directors agreed to the
matter
2019.03.20
1stin 2019
1. Content
(1) To formulate 2018 financial statements of
the Company.
(2) To formulate the Company’s Internal
Control System Statement.
(3) To compile plan of lending funds for the
second quarter of 2019.
(4) To amend the “Procedures for Acquisition
or Disposal of Assets”, the “Procedures
for Engaging in Derivatives
Transactions”, the “Procedures for
Loaning Funds to Other Parties” and the
“Procedures of Endorsements and
Guarantees” of the Company.
(5) To invest “FG INC” for US$ 15 million
in accordance of the investment
framework.




-
-
-
-
-
2. Audit Committee Resolution on Mar. 20,2019
(1) In the 1st case, the CPA Kuo, Hsin-Yi reported the communication between the CPA and the audit
committee. The convener asked whether there was better understanding about the content of other matters
audit by CPA and took the responsibility of auditing, the CPA Kuo, Hsin-Yi responded.
(2) In the 3rd case, the convener inquired whether the loan conditions and calculation of interest in the proposal
would be in accordance with past practice and was responded by the financial officer Ming-Jong Yeh.
(3) In the 5th case, the Chairman supplemented the plan and purpose of investing “FG INC”.
(4) All the member of the audit committee agreed to pass all the cases and all the cases were submitted to the
Board of Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The 5 cases discussed by audit committee were submitted to the Board of Directors for discussions, except
for some Directors who did not participate in the voting due to conflicts of interest, were approved by the
other attendingDirectors.

45

Board of Directors Content Article 14-5 of
Securities and
Exchange Act
The other approved by the Audit
Committee, and by more than
two-thirds of all directors agreed to the
matter
2019.05.10
3rdin 2019
1. Content
(1) To compile plan of lending funds for the
third quarter of 2019.
(2) Equipment transactions with related
parties Formosa Heavy Industries Corp.,
Formosa Plastics Corp., Formosa
Technologies Corp. and Nan Ya
Photonics Incorporation.
(3) To donate NT$ 11,134,000 to Ming Chi
University of Technology.
(4) The Company's investment business
“Formosa Industries Corp.” would
borrow loans from banks. The Company
was proposed to issue a letter of support.
(5) To amend the Company’s regulations of
shareholderprocedures.




-
-
-
-
-
2. Audit Committee Resolution on May. 8,2019
(1) In the 1st case, the convener inquired whether the loan conditions and calculation of interest in the proposal
would be in accordance with past practice and was responded by the financial officer.
(2) In the 2nd case, the convener explained the relevant information about the transaction of related parties and
was responded by the internal audit officer.
(3) In the 3rd case, the convener inquired whether other companies in FPG also donated to Ming Chi University
of Technology together and was responded by the Chairman.
(4) In the 4th case, the convener asked the attending officers to supplement the reason of issuing the letter of
support and its main content and was responded by the Chairman and the financial officer.
(5) In the 5th case, the convener inquired the attending officers to supplement the key points of the amendment
and was responded by the secretariat.
(6) All the member of the audit committee agreed to pass all the cases and all the cases were submitted to the
Board of Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The 5 cases discussed by audit committee were submitted to the Board of Directors for discussions, except for
some Directors who did not participate in the voting due to conflicts of interest, were approved by the other
attendingDirectors.
2019.08.12
5thin 2019
1. Content
(1) To compile the financial statements of the
Company for the second quarter of 2019.
(2) To increase investment to “Formosa
Resources Corporation” for US$81.25
million.
(3) To compile plan of lending funds for the
fourth quarter of 2019.
(4) Equipment transactions with related
parties Formosa Heavy Industries Corp.,
Formosa Plastics Corp., Formosa
Technologies Corp. and Nan Ya
Photonics Incorporation.
(5) The Company’s investment business
“Nan Ya Plastics (Ningbo) Co., Ltd.”
planned to conduct cash capital increase
with the amount of US$80 million.




-
-
-
-
-

46

Board of Directors Content Article 14-5 of
Securities and
Exchange Act
The other approved by the Audit
Committee, and by more than
two-thirds of all directors agreed to the
matter
2. Audit Committee Resolution on Aug. 7,2019
(1) In the 1st case, the CPA reported the communication content with the Audit Committee, and officers in
attendance supplemented the financial and operating status in the first half of 2019.
(2) In the 2nd case, officers in attendance supplemented the plan and purpose of the investment.
(3) In the 3rd case, the convener inquired whether the loan conditions and calculation of interest in the proposal
would be in line with the markets conditions and was responded by the financial officer.
(4) In the 4th case, the convener inquired whether the transactions with related parties would be in accordance
with past practice and was responded by the internal audit officer.
(5) In the 5th case, officers in attendance supplemented the plan and purpose of the investment.
(6) All the member of the audit committee agreed to pass all the cases and case 2 to case 5 were submitted to the
Board of Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The 5 cases discussed by audit committee were submitted to the Board of Directors for discussions, except
for some Directors who did not participate in the voting due to conflicts of interest, were approved by the
other attending Directors.
2019.11.08
6thin 2019
1. Content
(1) To compile plan of lending funds for the
first quarter of 2020.
(2) Equipment transactions with related
parties Formosa Heavy Industries Corp.,
Formosa Plastics Corp., Formosa
Technologies Corp. and Nan Ya
Photonics Incorporation.
(3) Donation to Chang Gung University for
NT$6,141,239.
(4) The Company's investment business
“Nan Ya Electronic Materials (Huizhou)
Co., Ltd.” would borrow loans from
banks. The Company was proposed to
issue a letter of support.



-
-
-
-
2.Audit Committee Resolution on Nov. 7,2019
(1) In the 1st case, the convener inquired whether the loan conditions and calculation of interest in the proposal
would be in accordance with past practice and was responded by the financial officer.
(2) In the 2nd case, the convener inquired whether the transactions with related parties would be in accordance
with past practice and was responded by the internal audit officer.
(3) In the 4th case, the convener whether the content of letter of support in the proposal would be in accordance
with past practice and was responded by the financial officer.
(4) All the member of the audit committee agreed to pass all the cases and all the cases were submitted to the
Board of Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The 4 cases discussed by audit committee were submitted to the Board of Directors for discussions, except for
some Directors who did not participate in the voting due to conflicts of interest, were approved by the other
attending Directors.
2019.12.13
7thin 2019
1. Content
(1) To increase investment to “Formosa
Synthetic Rubber Corp.” with NT$ 46
million.
-
2. Audit Committee Resolution on Dec. 13,2019
(1) In the 1st case, the Chairman supplemented the plan and purpose of investing “Formosa Synthetic Rubber
Corp.”
(2) All the member of the audit committee agreed to pass the case and the case was submitted to the Board of
Directors for a resolution.
3. The handling of the opinions of the Audit Committee of the Company and the resolution of the Board of
Directors.
The case discussed by audit committee was submitted to the Board of Directors for discussions, except for
some Directors who did not participate in the voting due to conflicts of interest, was approved by the other
attendingDirectors.

47

2.
3.
(1)
(2)
(3)
Recusals of Independent Directors due to conflicts of interests in 2019, the name of Independent Director,
resolutions adopted, causes of interest conflict avoidance and voting status should be stated: None.
Communication between independent directors, the internal audit officer and the CPA (e.g. on the financial and
business status of the Company, the means, and the results, among others):
Communication between independent directors and the CPA of the Company
The Audit Committee of the Company consists of all Independent Directors. The CPA is arranged to attend to
report to the Independent Directors about the financial status and overall operating results of the Company and its
subsidiaries, and also fully communicate any influence on accounting resulted from the changes in regulations.
Communication between independent directors and the internal auditing officer of the Company
A. The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company
shall be subject to the approval of the Audit Committee and shall be submitted to the Board of Directors for a
resolution.
B. The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the
Company shall be subject to the approval of the Audit Committee and shall be submitted to the Board of
Directors for a resolution.
C. The audit office of the Company submits the internal audit report to the Independent Directors monthly for
review.
D. The Independent Directors and the internal audit officer shall communicate on the internal audit execution
status and internal control operation status of the company at least once a quarterly regular meeting. In addition
to the audit report on the status of correction of defects and irregularities of internal control systems, the report
shall be continued and follow up reminders to determine relevant units to take appropriate improvement
measures in time.
The summary of the communication between the independent director, the internal audit officer of the Company’s
and CPA in 2019
Date
Meeting
Object
Content
Result
2019.03.20
Audit
Committee
CPA
To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20
Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08
Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12
Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.
Recusals of Independent Directors due to conflicts of interests in 2019, the name of Independent Director,
resolutions adopted, causes of interest conflict avoidance and voting status should be stated: None.
Communication between independent directors, the internal audit officer and the CPA (e.g. on the financial and
business status of the Company, the means, and the results, among others):
Communication between independent directors and the CPA of the Company
The Audit Committee of the Company consists of all Independent Directors. The CPA is arranged to attend to
report to the Independent Directors about the financial status and overall operating results of the Company and its
subsidiaries, and also fully communicate any influence on accounting resulted from the changes in regulations.
Communication between independent directors and the internal auditing officer of the Company
A. The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company
shall be subject to the approval of the Audit Committee and shall be submitted to the Board of Directors for a
resolution.
B. The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the
Company shall be subject to the approval of the Audit Committee and shall be submitted to the Board of
Directors for a resolution.
C. The audit office of the Company submits the internal audit report to the Independent Directors monthly for
review.
D. The Independent Directors and the internal audit officer shall communicate on the internal audit execution
status and internal control operation status of the company at least once a quarterly regular meeting. In addition
to the audit report on the status of correction of defects and irregularities of internal control systems, the report
shall be continued and follow up reminders to determine relevant units to take appropriate improvement
measures in time.
The summary of the communication between the independent director, the internal audit officer of the Company’s
and CPA in 2019
Date
Meeting
Object
Content
Result
2019.03.20
Audit
Committee
CPA
To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20
Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08
Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12
Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.
Recusals of Independent Directors due to conflicts of interests in 2019, the name of Independent Director,
resolutions adopted, causes of interest conflict avoidance and voting status should be stated: None.
Communication between independent directors, the internal audit officer and the CPA (e.g. on the financial and
business status of the Company, the means, and the results, among others):
Communication between independent directors and the CPA of the Company
The Audit Committee of the Company consists of all Independent Directors. The CPA is arranged to attend to
report to the Independent Directors about the financial status and overall operating results of the Company and its
subsidiaries, and also fully communicate any influence on accounting resulted from the changes in regulations.
Communication between independent directors and the internal auditing officer of the Company
A. The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company
shall be subject to the approval of the Audit Committee and shall be submitted to the Board of Directors for a
resolution.
B. The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the
Company shall be subject to the approval of the Audit Committee and shall be submitted to the Board of
Directors for a resolution.
C. The audit office of the Company submits the internal audit report to the Independent Directors monthly for
review.
D. The Independent Directors and the internal audit officer shall communicate on the internal audit execution
status and internal control operation status of the company at least once a quarterly regular meeting. In addition
to the audit report on the status of correction of defects and irregularities of internal control systems, the report
shall be continued and follow up reminders to determine relevant units to take appropriate improvement
measures in time.
The summary of the communication between the independent director, the internal audit officer of the Company’s
and CPA in 2019
Date
Meeting
Object
Content
Result
2019.03.20
Audit
Committee
CPA
To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20
Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08
Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12
Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.
Recusals of Independent Directors due to conflicts of interests in 2019, the name of Independent Director,
resolutions adopted, causes of interest conflict avoidance and voting status should be stated: None.
Communication between independent directors, the internal audit officer and the CPA (e.g. on the financial and
business status of the Company, the means, and the results, among others):
Communication between independent directors and the CPA of the Company
The Audit Committee of the Company consists of all Independent Directors. The CPA is arranged to attend to
report to the Independent Directors about the financial status and overall operating results of the Company and its
subsidiaries, and also fully communicate any influence on accounting resulted from the changes in regulations.
Communication between independent directors and the internal auditing officer of the Company
A. The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company
shall be subject to the approval of the Audit Committee and shall be submitted to the Board of Directors for a
resolution.
B. The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the
Company shall be subject to the approval of the Audit Committee and shall be submitted to the Board of
Directors for a resolution.
C. The audit office of the Company submits the internal audit report to the Independent Directors monthly for
review.
D. The Independent Directors and the internal audit officer shall communicate on the internal audit execution
status and internal control operation status of the company at least once a quarterly regular meeting. In addition
to the audit report on the status of correction of defects and irregularities of internal control systems, the report
shall be continued and follow up reminders to determine relevant units to take appropriate improvement
measures in time.
The summary of the communication between the independent director, the internal audit officer of the Company’s
and CPA in 2019
Date
Meeting
Object
Content
Result
2019.03.20
Audit
Committee
CPA
To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20
Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08
Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12
Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.
Recusals of Independent Directors due to conflicts of interests in 2019, the name of Independent Director,
resolutions adopted, causes of interest conflict avoidance and voting status should be stated: None.
Communication between independent directors, the internal audit officer and the CPA (e.g. on the financial and
business status of the Company, the means, and the results, among others):
Communication between independent directors and the CPA of the Company
The Audit Committee of the Company consists of all Independent Directors. The CPA is arranged to attend to
report to the Independent Directors about the financial status and overall operating results of the Company and its
subsidiaries, and also fully communicate any influence on accounting resulted from the changes in regulations.
Communication between independent directors and the internal auditing officer of the Company
A. The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company
shall be subject to the approval of the Audit Committee and shall be submitted to the Board of Directors for a
resolution.
B. The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the
Company shall be subject to the approval of the Audit Committee and shall be submitted to the Board of
Directors for a resolution.
C. The audit office of the Company submits the internal audit report to the Independent Directors monthly for
review.
D. The Independent Directors and the internal audit officer shall communicate on the internal audit execution
status and internal control operation status of the company at least once a quarterly regular meeting. In addition
to the audit report on the status of correction of defects and irregularities of internal control systems, the report
shall be continued and follow up reminders to determine relevant units to take appropriate improvement
measures in time.
The summary of the communication between the independent director, the internal audit officer of the Company’s
and CPA in 2019
Date
Meeting
Object
Content
Result
2019.03.20
Audit
Committee
CPA
To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20
Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08
Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12
Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12
Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07
Audit
Committee
CPA
To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.
Date Meeting Object Content Result
2019.03.20 Audit
Committee
CPA To explain the opinion and other matters
of 2018 financial report.
Well, all the attended member agreed to
pass.
2019.03.20 Audit
Committee
internal audit
officer
To formulate “Internal Control System
Statement” of the Company of 2018.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.03.20 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Nov.
and Dec. of 2018.
Noted.
No comment.
2019.04.19 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Jan.
and Feb. of 2019.
Noted.
No comment.
2019.05.08 Audit
Committee
CPA To explain the opinion and other matters
of 2019 financial report of the first
quarter.
Well, all the attended member agreed to
pass.
2019.05.08 Audit
Committee
internal audit
officer
To amend the “Internal Control Systems”
of the Company’s shareholders procedure.
All the attended member agreed to pass
and the content was submitted to the
Board of Directors for a resolution.
2019.05.10 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Mar.
of 2019.
Noted.
No comment.
2019.06.12 Board of
Directors
internal audit
officer
To report the status of correction of
defects and irregularities of internal
control systems for 2018.
Noted.
No comment.
2019.08.07 Audit
Committee
CPA To explain the opinion and other matters
of 2019 financial report of the second
quarter.
Well, all the attended member agreed to
pass.
2019.08.12 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the
secondquarter of 2019.
Noted.
No comment.
2019.11.07 Audit
Committee
CPA To explain the opinion and other matters
of 2019 financial report of the third
quarter.
Well, all the attended member agreed to
pass.

48

(4) Date Meeting Object Content Result
2019.11.08 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the third
quarter of 2019.
Noted.
No comment.
2019.12.13 Board of
Directors
internal audit
officer
To report the execution status of the
Company’s internal audit plan of the Oct.
of 2019.
Noted.
No comment.
2019.12.13 Board of
Directors
internal audit
officer
To formulate the Company’s internal
auditplan in 2020.
The content was passed in the
resolution.
  1. The audit of annual financial statement and semi-annual financial statement and the accounting policies and procedures.

Note:

  • In case of resignation of independent directors before the year is completed, the date of resignation shall be stated in the remark column. The actual seated rate (%), on the other hand, shall be calculated by the number of actual frequency of the independent directors being seated in the meetings during his/her tenure.

  • Before a year is completed, upon any re-election of independent directors, names of the said independent directors, new and old, shall be listed and it shall be specified in the remark column that a specific supervisor is old, new, or re-elected, and the date of re-election. The actual seated rate (%), on the other hand, is calculated by the frequency of the independent directors being seated in the meetings during his/her tenure.

3.4.2.2 The Participation of Supervisors in the Operations of the Board of Directors

The Company has set up the Audit Committee to replace Supervisors on Jun. 23, 2016.

49

3.4.3 Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
1. Did the Company establish and disclose
the Corporate Governance Best Practice
Principles based on “Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies”?
V The Company passed the resolution of the Board of Directors on November 12th, 2014
and set a Corporate Governance Practice Principles, which was disclosed on the
information reporting website designated by the securities authority and the Company’s
website.



Consistent with Article 1 and
Article 2 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies. The content is slightly
revised in accordance with the
Company's practice, but it is
consistent with the spirit of the
Code.
2. Shareholding structure and shareholders’
rights
(1) Did the Company establish an internal
operating procedure to deal with
shareholders’ suggestions, doubts,
disputes and litigations, and implement
based on the procedure?
(2) Did the Company maintain a register of
major shareholders with controlling
power as well as a register of persons
exercising ultimate control over those
major shareholders?
(3) Did the Company establish and execute
the risk management and firewall
systems with its affiliated businesses?
V
V
V
(1) The Company has an internal operating procedure for handling shareholder matters
and has set up a spokesperson to address shareholder suggestions or concerns at any
time. In addition, each functional team in the President Office fully supported the
above matters, and have an in-depth understanding and review of the shareholders'
suggestions or concerns. After that, an oral or written reply to the satisfaction of the
shareholders is proposed.
(2) The Company shall pay attention to the situation of any increase, decrease or use as
collateral in the shares of shareholders holding more than 5% of shares and holding
Director or manager positions. The Directors, managers and shareholders holding
more than 10% of the shares are disclosed monthly by the information reporting
website designated by the securities authority.
(3) The Company has established and executed the risk management and firewall
systems with its affiliated businesses.
a. The Company implements profit center management. Each company's personnel,
property management rights and responsibilities are clearly divided, and there are no
irregular transactions.












In compliance with Article 13 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.
In compliance with Article 19 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.
In compliance with Article 14 to
Article 17 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies.

50

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(4) Did the Company establish internal
rules that prohibit Company insiders
from trading securities using
undisclosed information?
V b. The funds and loans of the Company are calculated based on the accrued market
interest rate. The amount of loan is reassessed every quarter based on business
needs. Guaranteed coverage and limits have also been set for endorsement
guarantees for other companies.
c. To reduce losses, comprehensive risk assessment for banks, customers, and suppliers
are performed. Each company credit authorization to the same customer and stop
payment to the same supplier can be review through the computer system.
d. The relationship between the Company and the related companies, such as
transaction management, endorsement, loans, etc., are monitored. In accordance
with the “Regulations Governing Establishment of Internal Control Systems by
Public Companies”, outlined by the Financial supervisory Commission, the
Company has set up “Supervision and Management of Subsidiaries” to implement
the risk control mechanism for its subsidiaries.
(4)The Company has established rules for personnel management and prevention of
insider trading operations to forbid using undisclosed information to buy and sell
securities for illegal profits. The employees also receive training to comply with
relevant regulations.













In compliance with Article 10-3 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.
3. Composition and responsibilities of the
Board of Directors:
(1) Did the Board develop and implement a
diversified policy for the composition
of its members?

V
The nomination and election of the Board of Directors of the Company complies with
Code of Practice for Corporate Governance of the Company and adopted candidate
nomination system. Besides the assessment of each candidate’s education and
experience, the Company takes stakeholders’ opinions into consideration and complies
with “Rules for Election of Directors of the Company” and “Corporate Governance
Principle” to ensure the diversity and independency of the board members. Besides the
knowledge, skills and literacy are necessary for the performance of the Board of
Director. To achieve the idol purpose of the corporate governance, the overall abilities
of the Board of Directors should include: 1. operational judgment, 2. accounting and
financial analysis, 3. operation management, 4. risk management, 5. industrial
knowledge, 6. perspectives of the international market, 7. leadership, 8.
decision-making,etc. The Company's Directors come from diversified backgrounds.











In compliance with Article 20 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.

51

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
All 15 Directors are individuals with specialization and experience in industrial
management, including 3 Independent Directors and 2 female Directors. Female
Directors account for 13.3% of all Directors. In addition to relying on their professional
leadership decision-making ability, the Directors also possess excellent business
management capabilities, as well as expertise in the industry, finance, accounting, or
the legal field. This deepens the independence and diversity of corporate governance.
Our future goal is to recruit professionals who are familiar with AI artificial
intelligence and data analysis, etc.. Each Director's education and experience can be
found in III. Corporate Governance Report and II. Director and Supervisor Information
of this year's annual report. Board of Directors Diversity Policy and Its
Implementation:
Diverse
Item
Name
Gender
Concurrent Employment
Ages
Seniority
Of
Independent
Director
Industrial
Experience
Professional Abilities
55-64
65-74
Above 75
Less Than 3 years
3-9 years
More Than 9 years
Petrochemical
Finance
Technology
Textile
Operational Judgment
Accounting Analysis
Administration
Risk Management
Industrial Knowledge
International Outlook
Leadership
Decision Making
Law
Chia-Chau
Wu
M












Wen-Yuan
Wong
M












Wen-Chiao
Wang
M












Ruey-Yu
Wang
F












Chih-Kang
Wang
M












Yi-Fu Lin
M



















52

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
Diverse
Item
Name
Gender Concurrent Employment Ages Seniority
Of
Independent
Director
Industrial
Experience
Professional Abilities
55-64 65-74 Above 75 Less Than 3 years 3-9 years More Than 9 years Petrochemical Finance Technology Textile Operational Judgment Accounting Analysis Administration Risk Management Industrial Knowledge International Outlook Leadership Decision Making Law
Yun-Peng
Chu
M
Ming-Jen
Tzou
M
Shen-Yi
Lee
M
Zo-Chun
Jen
M
Kuei-Yung
Wang
F
Fong-Chin
Lin
M
Sin-Yi
Huang
M
Cheng-
ChungLee
M
Ching-
Cheng
Chang
M

53

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(2) In addition to establishing the Salary
and Remuneration Committee and Audit
Committee according to the regulations,
has the Company voluntarily
established other functional
committees?
(3) Did the company establish a standard to
measure the performance of the Board
of Directors and implement it annually?
And report the results of the
performance evaluation to the Board of
Directors, in addition, use them as a
reference for individual
directors ’remuneration and nomination
of re-appointment?
(4) Did the Company regularly evaluate
the independence of CPAs?


V
V
V
(2) The Company has set up a salary remuneration committee after the resolution of the
Board of Directors on August 26th, 2011. The Board of Directors also resolved on
June 23th, 2016 to set up the audit committee in accordance with Article 14-4 of
Securities and Exchange Act. At present, apart from the above two committees, the
Company has not set up any other functional committees.
(3) The Company has not yet established a performance evaluation method for the Board
of Directors. The Company will hold the Evaluation of Board of Directors’
performance start from 2020 in accordance to the regulations. In addition, the
company has set standards for the Board of Directors’ meetings. These meetings are
convened according to the regulations. The Directors have a clear understanding of
the Company's objectives, operations, and finances. The Board of Directors functions
well, and it communicates effectively with the Company's management team.
(4)The Company evaluates the independence and competence of CPAs at least once a
year, focusing on the size and reputation of the accounting firm, the number of
consecutive years of providing audit services, the nature and extent of providing non-audit
services, the audit fees, peer review, whether there are any legal proceedings or
investigations by the competent authorities, quality of audit services, regular training,
interaction with management and internal audit supervisors, etc. Relevant information
and statements are requested from CPAs and the firms. The documents are then
evaluated by the President Office, and the results of recent two years have been
submitted to the Board of Directors on March 23th, 2018 and March 20th, 2019
respectively.



















In compliance with Article 28 and
Article 28-1 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies.
Not yet in compliance with Article
37-2 of the Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed Companies.
The evaluation method is going to
be implemented in 2020 according
to the regulations.
In compliance with Article 29 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.
4. Does the TWSE/TPEx listed company
have qualified corporate governance
personnel in an appropriate number and
appoint one chief corporate governance
officer in charge of the company'
corporate governance affairs (including
but not limited toprovidinginformation
V (1) The Company plans to set up a position for corporate governance officer on May, 10
2019, who will be in charge of corporate governance related issues. And set qualified
corporate governance personnel in charge of corporate governance affairs. The
officer supervises President Office, which is responsible for corporate
governance-related matters includes handling Board of Directors’ and shareholders’
meetings, taking minutes of such meetings, assisting Directors come to the office and
continue training, providingDirectors relevant information for operations,assisting






In compliance with Article 3-1
of the Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed Companies.

54

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
required for Director/Supervisor's
operations, assistance to the directors and
supervisors in complying with laws and
regulations, convening board/shareholder
meetings in compliance with the law,
apply for/change Company registry and
producing meeting minutes of
board/shareholder meetings)?
Directors compliance with law and regulations, and so on.
(2) The corporate governance officer has completed 18 hours lessons in 2019:



Training Date Organizer Program Hours
BeginningDate End Date
2019.07.30 2019.07.31 Securities and
Futures Institute
Directors and
supervisors (including
independent) and
corporate governance
executives practical
workshops
12
2019.11.15 2019.11.15 Securities and
Futures Institute
Avoiding contravening
Securities and
Exchange Act –
Discussing from false
financial statement and
insider trading
3
2019.11.15 2019.11.15 Dharma Drum
Mountain
Humanities and
Social
Improvement
Foundation
Innovation of
enterprise value
3
(3) The operations in 2019 and 2020 are as follows:
1. Assisted Independent Directors and Directors in performing their duties by
providing the necessary information and arranging for continuing education.
2. Assisting Independent Directors in arranging meetings with the internal audit
officer or the CPA in accordance with the “Corporate Governance Best Practice
Principles” when the need to understand the Company's financial operations arises.
3. Assisting the proceedings of Board of Directors' meetings and shareholders'
meetings, and legal compliance of resolutions
4. Drawingupthe agendas of the Board of Directors and notifyingthe Directors 7

55

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
days in advance, convening meetings and providing meeting information, sending
out reminders regarding agendas that require recusal, and completing the minutes
within 20 days after the meeting.
5.
Registering the date of the shareholders' meeting in accordance with the
regulation, preparing meeting notices, manuals, and proceedings, etc. within the
statutory period.

5. Has the Company established a
communication channel with stakeholders
(including but not limited to shareholders,
employees, customers and suppliers)? Has
a stakeholders’ area been set up on the
Company website? Are major Corporate
Social Responsibility (CSR) topics that
the stakeholders are concerned with
addressed appropriately by the Company?

V
(1) The Company instructs the President Office to communicate with stakeholders
depending on the situation. A spokesperson and a deputy spokesperson have been
appointed as the external communication channel.
(2) The Company set up the stakeholder area on the Company website to provide
detailed contact information for the dedicated personnel, including phone number
and e-mail, as the channels for the stakeholders to communicate with the Company.
(3) The Company responds to stakeholders' issues of concern at the appropriate time
through the following channels:
a. Shareholders: Shareholders' meetings are held annually and shareholders can
fully exercise their voting rights through electronic means. In addition, the
annual report of the shareholders' meeting, the monthly revenue and the
quarterly self-closing profit and loss are issued to facilitate shareholders'
understanding of the Company's operating conditions.
b. Employees: mainly concerned with workplace safety, employee welfare,
human rights protection, labor and employment issues, etc. Communication
with employees can be conducted through trade unions, factory (office)
meetings, etc.
c. Suppliers and Contractors: mainly concerned with procurement and
contracting policy. The Company adheres to the principle of sustainable
management and fair trade and is committed to working with manufacturers
that comply with environmental protection, safety, and human rights standards.
Open tenders are held through the Formosa Plastics electronic trading
platform, and regular briefings are held to strengthen two-way communication
and advocacy.
d. Customer: mainly concerned with after-sales service and customer
relationship. Issues including productqualityand after-sales service that




















In compliance with Article 47 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.

56

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
customers care about can be addressed through customer visits, participating in
exhibitions, product briefings, customer satisfaction surveys, etc. The website
also lists the sales service line and e-mail address. Customer complaints are
handled through the "Customer Response Form" and the "Customer Complaint
HandlingForm."



6. Does the Company appoint a professional
shareholder services agency to deal with
shareholder affairs?
V The shareholders' meeting of the Company is currently handled by itself, but the
relevant procedures are handled by the designated share unit, the legal office, and the
President Office in accordance with rigorous regulations, so that the shareholders'
meeting will be convened in a legal, effective, and safe context to ensure shareholders'
rights.




Although it does not meet the
requirements of Article 7-1 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies, it
does not impair the operational
efficiency of the shareholders'
meeting.
7. Information disclosure
(1) Did the Company establish a website to
disclose information on financial
operations and corporate governance?
(2) Did the Company have other information
disclosure channels (such as establishing
an English language website, delegating a
professional to collect and disclose
Company information, implementing a
spokesperson system, and disclosing the
process of investor conferences on the
Companywebsite)?
V
V
(1) The Company has set up a website in Chinese and English with disclosed relevant
financial business and corporate governance information under “Investor Relations
Section”. The Company's website is: www.npc.com.tw.
(2) The Company has a spokesperson and a deputy spokesperson. A dedicated person
has been appointed in the President Office to collect and disclose Company
information, as well as providing the spokespersons and relevant business
departments with answers to stakeholders, investors, and authorities.





In compliance with Article 57 and
Article 59 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies.
In compliance with Article 55-3
and Article 56 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies.

57

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(3) Did the Company register and announce
the annual financial reports within 2
months after the end of every fiscal year?
Besides, did the Company announce and
register financial reports of first, second
and third quarter and the operating status
of each month before the prescribed
period?
8. Has the Company disclosed other
information to facilitate a better
understanding of its corporate governance
(including but not limited to employee's
rights, employee wellness, investor
relations, supplier relations, stakeholders'
rights, Directors and Supervisors training
records, implementation of risk
management policies and measurement
standards, implementation of customer
policies and purchase of liability
insurance for the Directors and
Supervisors of the Company)?
V V (3) The Company announces and registers operating status of the previous month on
the 6th of each month, announces the unaudited financial data of the previous
quarter on the first 10 days of each quarter and announces and registers the financial
reports before the prescribed period. Although the Company does not announce the
financial reports within 2 months after the end of every fiscal year due to the CPA
audit procedures, it has announced the unaudited annual financial reports of the
previous year in advance to help investors understand the operating status of the
Company.
(1) Employees' rights:
The Company strives to pursue a harmonious labor-management relationship and
attaches importance to the right of employees to express their opinions. We have set
up physical suggestion boxes at the places where employees have easy access to, as
well as an online suggestion box in the Company information system. Each
suggestion box is appointed to dedicated personnel for replying, in order to facilitate
communication. An "inspection method" that establishes the internal whistle-blower
channel and protection system has also been set up. In the meantime, Board of
Supervisors and labor-management meetings are held by the unions regularly. The
heads of relevant departments attend the meetings to fully communicate with the
labor representatives. On major labor issues, the Company gives higher priority to
the opinions of the unions, and the top leaders consult with the unions to reach a
consensus and ensure the harmonious labor-management relationship as well as the
sustainable development of the Company.
(2) Employee wellness:
In order to take care of employees' physical and mental health, the Company has
budgeted annual health checks at Chang Gung Memorial Hospital. In addition to the
items required by the law, the Company has added cancer screening programs such
as A-type fetal protein and cancer embryo antigen which are inspection items
without law required. The goal is to ensure the employees understand and improve
their health status, therefore to love and strength their body health. In terms of the
employees' diet, the Company follows health regulations concerning food source,
acceptance and storage, water safety and hygiene, food staff and kitchen cleaning
operations,and food and tableware cleaninginspections to ensure the health and




























Although it does not meet the
requirements of Article 55-2 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies,
the Company has announced the
unaudited annual financial reports
in advance.
In compliance with Articles 51 to
Articles 54 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies.

58

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
safety of employees' diet. For the relevant welfare measures, please refer to “5.5
Labor Relations” of “V. Operations Overview” of the annual report.
(3) Investor Relations:
The Company uses the President Office and the shareholding department as a bridge
between the Company and its shareholders. In terms of corporate information
transparency, the Company's website has an "Investor Relations Section" to provide
investors with relevant information. In order to maintain a good relationship with
investors, the Company has set up a spokesperson system to provide a means of
contact with shareholders and corporate investment institutions. In addition to
participating in investment forums held by domestic and foreign brokerage firms,
the Company holds meetings with both domestic and international investors on
irregular basis.
(4) Supplier Relations:
The Company's procurement and contracting operations are mainly aimed at
creating a level playing field by looking for good manufacturers that can provide
suitable and appropriate equipment, materials or projects at reasonable prices to
meet the needs of expansion or operation of various departments in a timely manner.
a. Open and fair procurement and contracting mechanism:
The Company uses the "open tender" method to purchase and distribute the
contracting system through the Formosa Plastics electronic trading platform. It
provides functions such as inquiry, quotation, bargaining, order, delivery, payment
progress inquiry, etc. All information is encrypted by electronic voucher and
firewall control to ensure the security of all incoming and outgoing data. Vendors
can access the inquiry case and make quotations anytime and anywhere through the
Internet without time and space restrictions, which greatly improves the efficiency
of operations, saves time and money, and reduces operating costs to increase profits.
After all the inquiry cases have been launched electronically, the manufacturers with
the lowest quotation, fastest delivery time, and best quality are chosen so that both
the buyer and the seller can reasonably achieve the goals in a harmonious atmosphere.























59

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
b. Sound vendor management:
In order to stabilize the quality and delivery of materials and ensure the quality and
progress of construction, the Company has conducted evaluation and ranking of all
manufacturers through the sound management and evaluation of the manufacturers.
In the case of overdue delivery of the products (engineering), poor quality, or
violation of the safety regulations, the event will be automatically included in the
assessment record in order to replace unqualified manufacturers, and cultivate
excellent manufacturers to achieve good relations as well as long-term cooperation
between the two sides.
c. Electronic trading for a win-win situation:
The Company combines the comprehensive ERP computer management system and
the digital, open, and transparent online procurement and delivery mechanism to
build a high-quality, safe, convenient and fast electronic trading environment. The
Company has further extended the same system vertically and horizontally to the
rest of the industry, sharing the e-generation "Formosa Plastic experience" with all
enterprises. At present, combined with the Company's upstream and downstream
supply chain systems, with more than 10,000 suppliers and third-party suppliers,
this electronic trading platform shares the business opportunities and economic
benefits brought about by open trading.
(5) Stakeholders' Rights
In addition to continuing to improve in the industry, the Company pursues good
business performance and strives to achieve the mission of “caring for the
employees, serving the customers, and rewarding the shareholders.” Therefore, it is
committed to caring for the shareholders, customers, suppliers, employees, and
society. In addition to complying with laws and business ethics, the Company is in
line with international standards in enhancing competitiveness, create shareholders'
benefits, as well as providing supplies of stable, high-quality and low-cost products.
With industrial and environmental protection as a priority, the Company will
develop towards eco-industrial areas and promote green building and green energy
conservation, raw materials procurement, actively planting forests, paying attention
to various social issues, investing in community and social welfare undertakings
suitable for enterprises to contribute to the society.

























60

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(6)Director TrainingRecords In compliance with Article 40 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.
Title Name Course
Date
Organizer Program Hours
Chairman Chia-Chau Wu 2019.11.15
2019.11.15
Dharma Drum
Mountain
Humanities and
Social
Improvement
Foundation
Securities and
Futures
Institute
Innovation of
enterprise value
Avoiding
contravening
Securities and
Exchange Act –
Discussing from
false financial
statement and
insider trading
3
3
Managing
Director
Wen-Yuan Wong,
Wen-Chiao Wang,
Ruey-Yu Wang
Managing
Director
(Independent
Director)
Chih-Kang Wang,
Yi-Fu Lin
Director Ming-Jen Tzou,
Shen-Yi Lee,
Kuei-Yung Wang,
Fong-Chin Lin,
Zo-Chun Jen,
Sin-Yi Huang,
Ching-ChengChang
Independent
Director
Yi-Fu Lin 2019.03.29
2019.04.18
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
The Amendment
of Company Law
and
Corresponding
Analysis of
Shareholders'
Meeting
The new
regulations of The
International Tax
Co-Operation
Economic and the
way companies
respond to the
risks andprevent
3
3

61

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
Title Name Course
Date
Organizer Program Hours


In compliance with Article 39 of
the Corporate Governance Best
Practice Principles for
2019.08.12 Taiwan
Corporate
Governance
Association
money laundering
The practice of
share transfer and
tax planning for
directors,
supervisors and
accounting
supervisors
3
Independent
Director
Yun-Peng Chu 2019.08.28
2019.10.30
Chung-Hua
Finance and
Economic
Development
Association
Chung-Hua
Finance and
Economic
Development
Association
New challenges of
legal issues in
business
operations
Discussion in
employee
reward strategies
and tools
manipulation
3
3
Director Cheng-Chung Lee 2019.07.30
2019.07.31
Securities and
Futures
Institute
Directors and
supervisors
(including
independent) and
corporate
governance
executives
practical
workshops
12
(7) The situation in which the Company purchased liability insurance for the Directors:
The Company has purchased liability insurance for all Directors, and the insured
amount is US$30 million(Around NT$900 million). The above insuranceperiod

62

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
is from August 1st, 2019 to February 1st, 2021. The scope of insurance coverage is
when a Director, major employee or employer duties commit a mistake and a third
party suffers losses as a result and shall be responsible for the compensation
according to the law, during the insurance period the insurance company should is
liable for providing the first compensation claim according to the contract. The
Board of Directors has been informed of the status on November 8th, 2019.
(8) Implementation and policies of risk management: The Company established risk
management policies to identify, evaluate, supervise and control risk from every
aspect, enhance the risk awareness of employees and make sure all potential risks
that might happen are endurable, thus, can the Company execute the optimal
strategy to rationalize the balance between profits and risks, please refer to “6.Risk
Management” of “VII. Financial Status, Operating Results and Risk Management”
of the annual report for further disclosure of risk management policies of the
Company.
(9) Implementation of customer policy: Customers are the cornerstone of the
Company's existence. The goal is to quickly supply the requested products and
achieve stable and adequate supply so that customers can continue operate.
a. Creating a stable supply and demand
The Company and its customers have an important relationship of
interdependence, coexistence, and co-prosperity. Therefore, building a stable
supply and demand relationship is an issue that every sustainable company must
pay attention to. Focusing on the long-term development of the industries in
Taiwan, the Company actively invests in the production of chemicals, plastic, and
fiber raw materials to provide customers with a stable source of materials and lay
a solid foundation for related industries. The solid long-term cooperation has
allowed the customers to show steady growth.
b. Improving raw material self-sufficiency rate
The completion of the sixth naphtha cracker has greatly eased the problem of
long-term raw material shortage in Taiwan and reduced the degree of dependence
on foreign countries. For example, the petrochemical raw materials of the
Company have greatly improved the competiveness of the overall industry due to
the sufficient raw material supplyof sixth naphtha cracker.

























TWSE/TPEx Listed Companies.
In compliance with Article 16 of
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies.

63

Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
c. Enhancing the competitiveness of midstream and downstream manufacturers
In order to improve the management capabilities of the middle and lower
suppliers of the plastic industry, the founders set up a series of management
courses at the early stage, and actively shared the Company's system and
experience with the industry. The Company has received positive feedback while
strengthening the competitiveness of customers. So far, if other companies come
visit, we are willing to share. From a management point of view, the Company
has always believed that by taking customer interests into account, the Company
will also benefit from it. In addition, in order to cooperate with customers to
expand the market, the Company also actively supports customers and provides
after-sales service.
d. E-commerce saves costs and improves efficiency
In order to improve the efficiency of the transaction process with the customer,
the customer can get instant information and respond quickly when placing
orders, order progress inquiries, receipts and payments, the Company officially
established the Formosa Plastics E-Commerce Center in January 2001. This B2B
online trading portal imports the e-commerce trading system, coordinates the
management of internal resources and strengths, and integrates upstream and
downstream supplychain systems and customer business relationships.














9. Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's Corporate Governance Center and the
improvement plans for items yet to be completed.
a. The Stock Exchange's Corporate Governance Center released the results of the 5th corporate governance assessment in 2018. NPC listed the top 6%~20% of the listed; among
the capitalization more than NT$ 10 billion, NPC listed the top 11%~20% of Non-financial electronic category. Companies and the priority measures for assessing un-scored
issues in the 5th Corporate Governance are as follows:
b.
Number
Evaluation Index
Improvement
1.11
Whether the Company uploads update the English version annual
report 7 days before shareholders meeting?
The Company has updated the English version of annual report to the information report
system assigned by competent authority for securities 7 days before 2019 shareholders
meeting.
2.13
Whether the Remuneration Committee arranges at least 2
meetings in 1year and the all the members attend at least 2 times.
The Company’s Remuneration Committee has arranged 3 meetings in 2019, and the 3
members attended all the meetings.
2.21
Whether the Company sets up corporate governance officer to in
charge of the matters of corporategovernance?
The Company has made a resolution in the Board of Directors on May 10, 2019 that we
would set upa corporategovernance officer.

64

Evaluation Item Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the “Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
b. The Stock Exchange's Corporate Governance Center released the results of the 6th corporate governance assessment in 2019. NPC listed the top 6%~20% of the listed; among
the market capitalization more than NT$ 10 billion, NPC listed the top 11%~20% of Non-financial electronic category. Companies and the priority measures for assessing
un-scored issues in the 5th Corporate Governance are as follows:
Number
Evaluation Index
Improvement
2.22
Has the Company's performance evaluation method for the Board
of Directors been approved by the Board of Directors? Will the
self-evaluation be carried out at least once a year, and will the
evaluation results be disclosed on the Company's website or
annual report?
The Company will hold the evaluation of Board of Directors’ performance start from 2020.
Number Evaluation Index Improvement
2.22 Has the Company's performance evaluation method for the Board
of Directors been approved by the Board of Directors? Will the
self-evaluation be carried out at least once a year, and will the
evaluation results be disclosed on the Company's website or
annual report?
The Company will hold the evaluation of Board of Directors’ performance start from 2020.

Note: Regardless of the answer, "Yes" or "No", descriptions need to be provided in the summary column

65

3.4.4 Composition, Responsibilities and Operations of NPC’s Remuneration Committee

3.4.4.1 Professional Qualifications and Independence Analysis of Remuneration Committee

Title
(Note1)
Criteria
Name
Meet the following professional qualification requirements, together with at least five
years work experience
Meet the following professional qualification requirements, together with at least five
years work experience
Meet the following professional qualification requirements, together with at least five
years work experience
Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Independence (Note2) Number of other public
companies concurrently
serving as a member of
remuneration committee
Remark
An instructor or higher
position in a department of
commerce, law, finance,
accounting, or other academic
department related to the
business needs of the
Company in a public or
private junior college, college
or university


A judge, public prosecutor,
attorney, certified public
accountant, or other professional
or technical specialists who has
passed a national examination and
been awarded a certificate in a
profession necessary for the
business of the Company

Have work experience
in the area of
commerce, law,
finance, accounting, or
otherwise necessary for
the business needs of
the Company

1
2 3 4 5 6 7 8 9 10
Independent
Director
Chih-Kang Wang 1 -
Independent
Director
Yi-Fu Lin 3 -
Independent
Director
Yun-Peng Chu 2 -

Note1: Provide director, independent director, or other for the status.

  • Note2: When any of the following conditions is met for each member during the two years prior to and during their tenure, please check "V" in the box underneath each conditional code.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a managerial officer under (1), spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons under (2) and (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings, or who designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.).

  • (6) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: Not a director, supervisor, or employee of that other company. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (7) If the chairman, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: Not a director (or governor), supervisor, or employee of that other company or institution. (Not applicable in cases where the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (8) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. (Not applicable in cases where the specified company or institution holds 20% or more and not exceed 50% of the total number of outstanding shares of the Company and the person is an independent director appointed in accordance with the Act or laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.).

  • (9) Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, these restrictions do not apply to any member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not being any circumstances in the subparagraphs of Article 30 of the Company Act.

66

3.4.4.2 Remuneration Committee Meeting Status

(1) There were 3 members of NPC’s Remuneration Committee.

  • (2) Current members will serve from June 12, 2019 to June 11, 2022. There were 3 meetings【A】of the remuneration committee convened in 2019. The attendance status is shown as follows:
Title Name Attend in person (B) By proxy(A) Attendance rate in person
(%)(B/A)(Note)
Remark
Convener Chih-Kang Wang 3 0 100.0 Independent Director(Re-elected;
Re-election on 2019.06.12)
Committee Member Yi-Fu Lin 3 0 100.0 Independent Director(Re-elected;
Re-election on 2019.06.12)
Committee Member Yun-Peng Chu 3 0 100.0 Independent Director(Re-elected;
Re-election on 2019.06.12)
Other details to be documented:
1. If the Board of Directors does not accept or modifies suggestions provided by the Remuneration Committee, the date of the Board of Directors’ meeting, the session number,
contents of the proposal, decisions made by the Board of Directors and management opinions from the Remuneration Committee by the Company should be stated (If the
remuneration and rewards approved by the Board of Directors are superior to those advised by the Remuneration Committee, there should be descriptions of the differences and
reasons considered): None.
2. For decisions made by the Remuneration Committee, as long as there are members objecting or having their reservations that are recorded or stated in writing, the date of the
Remuneration Committee meeting, the session number, contents of the proposal, and how opinions from all members and from opposing members are handled should be
described: None.
3. The duty of the Remuneration Committee of the Company is to exercise the care of a good administrator and implement the following functions, including arranging at least 2
meetings in a year, convening meetings at any time as necessary and making recommendations to the Board of Directors for its decision reference based on a professional and
objective status:
(1) To review the regulations and procedures of the organization and propose the amendments.
(2) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.
(3) Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers.
4. While the Remuneration Committee implements the functions of the preceding paragraph, it shall accord with the following principles:
(1) With respect to the performance assessment and remuneration of directors, supervisors and managerial personnel of the company, it shall refer to the typical pay levels adopted
by peer companies, and take into consideration the reasonableness of the correlation between remuneration and individual performance, the company's business performance,
and future risk exposure.
(2) It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate.
(3) It shall take into consideration the characteristics of the industry and the nature of the company's business when determining the ratio of bonus payout based on the short-term
performance of its directors and senior management and the time forpayment of the variablepart of remuneration.
  • Note1: In the event that members of the Remuneration Committee resign before a year is completed, the date of resignation should be indicated in the remark column. The actual attendance rate (%), on the other hand, shall be calculated by the number of Remuneration Committee meetings held during service and the frequency number of attendance in the meetings.

  • Note2: Before a year is completed, upon any re-election of Remuneration Committee members, new and old, shall be listed and it shall be specified in the remark column that a specific member is old, new, or reelected, and the date of re-election. The actual attendance rate (%) is calculated by the number of Remuneration Committee meetings held during service and the frequency number of attendance in the meetings.

67

3.4.4.3 The discussion and results of the Remuneration Committee resolutions and the Company’s handling of the opinions of the Remuneration Committee as below:

Date Content Result Opinions Handling
2019.01.16
(1st in 2019)
To report the 2018 annual year-end bonus distribution
standard report of appointed manager and finance and
accounting department officer that approved by the Board
of Directors.
Noted. The year-end bonus of the appointed manager and
finance and accounting department officer had
been calculated according to the “Principle of
Year-End Bonus and Reward Distribution” and the
Board
of
Directors
approved
to
distribute
accordingly.
2019.08.07
(2nd in 2019)
Discussion Items No.1
To formulate the Chairman’ compensation.
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.
Discussion Items No.2
To formulate the existing Directors’ compensation.
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.
Discussion Items No.3
To maintain the existing managers’ compensation
standards and structure.
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.
Discussion Items No.4
To maintain the existing managers’ appraisal systems.
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.
Discussion Items No.5
To discuss the salary adjustment of the managers would be
in line with all employees in 2019.
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.
2019.12.13
(3rd in 2019)
In response to the expiration of the 5 year implementation
cycle of the current year-end bonus formula, it is planned
to revise the Company's "Regulations of Year-End Bonus
and Remuneration Distribution”
The content was approved by all the
attending members and submitted to the
Board of Directors for resolution.
The content was submitted to Board of Directors
and approved by all the attending directors.

68

3.4.5 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
1. Does the Company conduct risk
assessments on environmental, social and
corporate governance issues regarding to
the Company’s operation in accordance
with the principle of materiality, and
formulate relevant risk management
policies or strategies? (Note3)
V The President Office of the Company, together with the general management office
of the whole enterprise, evaluate the risks of the following issues based on the
principle of materiality regarding corporate social responsibility and the impacts on
the stakeholders, and formulate risk policies that can be effectively identified,
measured, evaluated, monitored and controlled to reduce the impact of related risks.
(1) Environmental issues: Including climate change, water resources, greenhouse
gas emissions, waste management, and eco-efficiency operations, etc. With the
concept of equal emphasis on industrial development and environmental
protection, the Company moves towards the goal of eco-industrial plants, in
addition to doing a good job in pollution control, implementing energy-saving
and carbon-reducing green consumption strategies of “recyclable, low pollution,
resources-saving”, the Company sets yearly targets for energy consumption per
unit product and greenhouse gas emission, and keeps tracking and reviewing to
ensure that the targets are achieved.
(2) Social issues: Including human rights, labor rights, social participation and
feedback, human capital development, occupational health and safety, etc., The
Company strictly abides by domestic and foreign regulations regarding labor
and human rights, treats all employees fairly, protects the rights and interests of
employees and arranges health checks for employees every year. It creates a
safe working environment, promotes various caring activities in the
neighborhoods, and actively cooperates with the government and various civil
society organizations to gain a deeper understanding of social needs, care and
assist for the vulnerable groups.
(3) Corporate governance issues: Including strategic operations, business ethics,
legal compliance, risks and hazards, and supply chain management, etc., The
Company has formulated important regulations such as Corporate Governance
Guidelines and Ethical Corporate Management Best Practice Principles.
Through a comprehensive internal control mechanism, it promotes the
Company’s operating efficiency, reduces risks, and ensures the shareholders
’rights.


























In compliance with the Article 3-2
of the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies.

69

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
2. Has the Company established an
exclusively (or concurrently) dedicated
unit for promoting CSR? Is the unit
empowered by the Board of Directors to
implement CSR activities at upper
management levels? Does the unit report
the progress of such activities to the Board
of Directors?
V To promote Corporate Social Responsibility, the Chairman, Chia-Chau Wu has been
appointed as the general convener and the President, Ming-Jen Tzou as vice
convener to be in charge of the formulation of whole company’s social responsibility
policy, performance supervision and management. President Office, safety and
health department, resource recycling department and other units actively promote
and implement social responsibility and other related operations, prepare the
Corporate Social Responsibility Report and report to the Board of Directors
periodically. The 2018 execution status and Corporate Social Responsibility Report
had reported to the Board of Directors on June 12, 2019. The 2019 execution status
and corporation social responsibility report are estimated to be reported to Board of
Directors in June 2020. In addition, as the member to the Formosa Plastics Group, if
the local sustainable development and social welfare are common business of the
Formosa Plastics Group, the “Foundation”, “Energy Conservation and Carbon
Reduction team”, and “Afforestation team” under the “Social Responsibility
Promotion Center” are responsible for coordinating the work. The Corporate Social
Responsibility Special Unit will report the work items to the Company's Directors
through internal official documents. If the Directors believe that the relevant issues
need to be further discussed with the Independent Directors, the discussion will be
proposed in the Board of Directors’ meeting.


















In compliance with the Article 9 of
the Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.
3. Environmental issues
(1) Does the Company establish an
appropriate environmental management
system based on its industrial
characteristics
V (1) The Company has formulated regulations of safety and health management, and
established management information systems and office automation systems,
etc., and strengthened the plants’ safety and health management through these
sound systems. In addition, the environmental accounting system was further
introduced into the Company to assist taking control of the information and
benefits of environmental expenditures, and specifically exposing environmental
protection activities to the stakeholders. Under the guidance of the BSMI, every
plant has successively passed ISO 14001 certification since 1986. The timetable
of passing certification for each factory is as follows:
1.Year 1997: The plant of Linkou, Shulin, Kung San, Jinxin, Chiayi and
Hsinkang.
2.Year 1998: The plant of Renwu and Linyuan.
3.Year 2000: The plant of Mailiao and Haifeng.
(For details of the environmental management system based on the industry
characteristics, please refer to Chapter 3 “Green Environment Management








In compliance with Article 13 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.

70

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
(2) Does the Company commit to improving
usage efficiency of various resources
and utilizing renewable resources with
reduced environmental impact?
(3) Does the Company assess the potential
risks and opportunities of climate change
for now and in the future, and adopt
measures to deal with climate-related
issues?


V
V
Promotion” of the Company's 2019 Social Responsibility Report.)
(2) From raw material procurement to product sales, the Company attaches great
importance to the health and safety of its customers. Therefore, the production
process is continuously improved upon (such as reduce the harmful formula,
improve the energy Conservation and carbon reduction and develop green
products). To follow market trends and meet the needs of downstream
customers, the Company has shifted its focus to producing non-toxic and
environmentally friendly products with improved production processes as well
as
green
energy
products.
For
example,
developing
halogen-free,
phosphorus-free carrier plates and arsenic-free copper foil to make the new
generation circuit board be applied to fields such as green appliances and
developing waterborne epoxy resin with no volatile organic compounds to be
used for industrial environmental friendly coating. (For details of the specific
practices and products that are environmentally friendly, please refer to Chapter
2 “Product Value Expansion” of the 2019 Corporate Social Responsibility
Report.)
(3) The Company continuously assesses the potential risks and opportunities caused
by climate change. After comprehensively considering the financial impacts,
reputation impacts, global economic situation, volatility of energy cost, costs of
environmental regulations and other factors, the Company sets energy
conservation targets and measures, and promotes the development of
environmentally friendly products to ensure the Company’s stable operation and
maintain its competitiveness. The Company keeps adopting BACT and process
optimization to reduce energy consumption, sets energy consumption per unit
product and greenhouse gas emission control targets, promotes various
water-saving and energy-saving improvements and encourages all departments
to participate in internal and external evaluations or observation tours, in which
the good cases are properly given rewards. It provides a good learning channel
and strengthens the motivation for reduction. Also, the Company builds a
greenhouse gas emissions ERP information management system, and annually
invite impartial third-party institutions to conduct inventory verification to
control greenhouse gas emissions. (More details please refer to Chapter 3
“Green Environment Management Promotion” of the Company's 2019 Social































In compliance with Article 12 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.
In compliance with Article 17-1 of
the Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.

71

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
(4) Does the Company count greenhouse
gas emissions, water consumption and
total weight of waste in the past two
years, and formulate policies for energy
saving, carbon reduction, greenhouse
gas reduction, water use reduction or
other waste management
V Responsibility Report.)
(4) The Company has formulated management measures such as safety, health and
environment, greenhouse gas reduction, air pollution prevention, water pollution
prevention, waste and toxicants, soil and groundwater etc. In addition to
continuously promoting various water conservation, energy conservation and
other resource reduction work, performance reviews of foresaid work are carried
out monthly. The Company continues to promote source classification, process
waste reduction and resource utilization, etc., to ensure the normal operation of
production equipment and the surrounding environmental quality, and reduce the
waste of resources and energy, and reduce operating costs to achieve the
multiple benefits of energy saving and carbon reduction. The Company also
commissioned BSI (The British Standards Institution) and SGS (SGS Taiwan
Ltd.) to conduct greenhouse gas inventory and water footprint verification, and
regularly count the total quantity of energy and pollutants such as water and
waste. For energy saving and carbon reduction, specific reduction targets are set
every year, please refer to “Chapter 5.4 Environmental Expenditure
Information”. (For more detailed statistics and specific practices, please refer to
Chapter 3 “Green Environment Management Promotion” of the Company's
2019 Social ResponsibilityReport.)


In compliance with Article 17-2 to
Article 17-3 of the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies.
4. Social issues:
(1) Has the Company referred to relevant
laws and international human rights
instruments to establish relevant
management policies and procedures?
V (1) In order to guarantee the human right of employees, customers and stakeholders
of the Company, the Company complies with relevant labor regulations such as
Labor Standards Act, and UN Universal Declaration of human Rights, UN
Guiding Principles on Business & Human Rights, International Labor Office
Tripartite Declaration of Principles Concerning Multinational Enterprises and
Social Policy, etc. The Company also formulate personnel rules and regulations
to protect employees' rights and interests and provides stable and excellent
treatment, complete education and training, promotion and development system,
and a safe and healthy working environment to enhance the professional
competence of employees. The Chairman Chia-Chau Wu has formally signed
the human rights policy in August, 2018, more details and specific practices and
effectiveness of the human rights concern project please refer to Chapter 4
“Creating a Happy and Safe Workplace” of the Company's 2019 Social
Responsibility Report.)













In compliance with Article 18 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.

72

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
(2) Has the Company formulated and
implemented reasonable employee
welfare measures (including
compensation, vacation and other
benefits), and appropriately reflected the
operating performance or results in
employee compensation
(3) Has the Company provided employees
with safe and healthy work
environments as well as regular classes
on health and safety?
(4) Has the Company established an
effective competencydevelopment

V
V
V
(2) A. The Company has clear regulations on employees’ promotion, appraisal,
training, reward and punishment and other systems. The remuneration
standards for new recruits are determined according to the academic
experience and other conditions which required for the job, upholding the
spirit of "equal pay for equal work", the basic salary ratio of female and
male employees at the same position and same grade is 1: 1, their salary and
promotion would be adjusted year by year according to their work
performance, and the corresponding salary will be given.
B. The Company's holidays include two days of week off, national holidays, and
other dates set by the Central Competent Authority for holidays, and
employees are granted special holidays in accordance with the Labor
Standards Act. For other employees’ benefits, please refer to "Chapter 5.5
Labor Relations”.
C. Article 25 of the Company's Articles of Incorporation stipulates that if the
Company makes a profit in the current year, it shall allocate 0.05% to 0.5%
as the employee's remuneration according to the profit before income tax
before deducting the employees' remuneration in the current year. In
addition, the Company issues employees’ year-end bonuses and adjusts the
annual salary adjustments depends on indicators such as the Company’s
operation performance etc.
(3) The Company regularly provides health and education information for
employees. In order to enhance employees' safety and health awareness, the
Company distributes "work hazard reminder cards" and "safety and hygiene
manuals" to remind employees of work safety through education, training, and
safety observation. For the protection of the work environment and personal
safety of employees, please refer to Chapter 4 “Creating a Happy and Safe
Workplace” of the Company's 2019 Social Responsibility Report.)
(4) Through the e-training management system, the Company ensures that
personnel aregraduallycompletingthe trainingof newpersonnel,foundation,


















In compliance with Article 21-2 of
the Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.
In compliance with Article 20 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.
In compliance with Article 21-1 of
the Corporate Social Responsibility

73

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
career training program for employees?
(5) With regard to customer health and
safety, customer privacy, marketing and
labeling of products and services, has
the Company complied with relevant
regulations and international standards,
and formulated relevant policies and
appeal procedures for consumer
protection?
V professional, cadre reserve, etc. In addition, in line with the work and safety
needs of individual units, counseling staff with professional licenses hold
occasional seminars on various topics as well as strengthening human rights and
workplace safety awareness courses. (For specific training practices, please
refer to “4.3 Talents Cultivation” of the 2019 Corporate Social Responsibility
Report.)
(5) The specific practices of the Company on customer health and safety, customer
privacy, marketing and labeling of products and services are stated in Chapter 2
"Product Value Expansion" of the Company's 2019 Social Responsibility
Report, the main practices are as follows:
A. Since most of the products produced by the Company are not directly sold to
general consumers, there are fewer marketing activities such as media
advertisements and campaigns. If there are promotion activities involving
regulations, all units will first consult the legal office to avoid violation. In
addition, the Company has formulated the "Personal Data Management
Measures" to strictly restrict the utilization and regulate the searching
functions of personal data to protect customer privacy.
B. Customer relationship management is an important part of the Company's
sustainable operation. In order to understand the valuable opinions of
customers, the Company has clearly defined the customer complaints
channels as well as return and compensation application procedures so that
customers can express relevant appeals through the Response Form. Product
complaints are handled by the salesperson filling out the Customer
Complaint Handling Form for all returns and exchanges. The process is also
monitored by the computer system. The official website provides sales
service hotline and e-mail address of various products to facilitate customers
to directly respond to opinions using multiple channels. The relevant
departments will summarize the issues that customers concerned periodically
and prioritized the issues according to the level of importance and timeliness
to ensure the needs of customers are handled.


























Best Practice Principles for
TWSE/GTSM Listed Companies.
In compliance with Article 24 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.

74

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
(6) Does the Company formulate supplier
management policies which require
suppliers to comply with relevant
regulations on environmental protection,
occupational safety and health or labor
human rights, and how the policies been
implemented?

V
(6)The Company has set a "Supplier / Contractor Social Responsibility
Commitment"
and
a
"Supplier
/
Contractor
Social
Responsibility
Questionnaire". All manufacturer are required to sign a confirmation request and
comply with relevant regulations when they logs in the Formosa Technology
E-Market Place or after the ordering is completed. In addition, the procurement
department must check the following delivery conditions according to the
purchase requirements of different materials in every procurement: RoHS
qualification, related national industrial safety standards, ISO certification,
hazard notices and illustrations, properly recycle the used containers or delivery
vehicles, products manufactured by the disadvantaged and products with
nonradioactive labels are prioritized for procurement. For procurements that
have checked any of the above conditions would be indicated in the “Price
Inquiries” and "Orders" to require the supplier to comply with the regulations.
Besides, the Company adheres to the spirit of perpetual business operation and
the principle of fair trading, and commits itself to ensuring that the partners
meet environment protection, industrial safety, and human rights requirements.
Non-compliant manufacturers will be rejected and placed under manufacturer
evaluation. (Other supplier management practices, please refer to Chapter 2
"Product Value Expansion" of the Company's 2019 Social Responsibility
Report.)



















In compliance with Article 26 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.
5. Does the Company prepare corporate
social responsibility reports and other
reports that disclose the Company's
non-financial information referring to
international report preparation standards
or guidelines? Whether the reports have
obtained the assurance opinion from the
third-party verification institution?
V The content and structure of the Company's "2019 Social Responsibility Report" is
based on the guidelines of GRI standards from Global Reporting Initiative, written in
accordance with the guidelines and framework listed in the core options, and
exposes the Company's main sustainability issues, strategies, goals and adopted
measures. The report was reviewed by the British Standards Institution (BSI), a
third-party impartial institution, exposed in accordance with the core options, and
presented using international indicators.






In compliance with Article 29 of the
Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM Listed Companies.

75

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
6. If the Company has established its own Best Practices on CSR according to the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, please
describe any differences between the prescribed best practices and actual implementations taken by the Company:
Note: The Company passed the resolution of the “Corporate Social Responsibility Code” as set out in the resolution of the Board of Directors on August 12th, 2015. Although the Company's
practice has been slightly revised, the established code and the “the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies” comply with
the same spirit. For the operation of the Company's Corporate Social Responsibility, please refer to the Corporate Social ResponsibilityReport and website description.
7. Other important and helpful information in understanding CSR operation:
(1) Relevant systems and structures
In order to effectively integrate and promote the Company's social responsibility, the Chairman, Chia-Chau Wu serves as the general convener and the President, Ming Jen,
Tzou serves as the deputy convener. They are responsible for formulating the social responsibility strategy and supervising the performance. The President's office, Safety and
Health Department, the Resource Recycling Department, and the safety, health, and environmental protection unit of each division actively promote and implement corporate
governance, community outreach, and environmental protection. However as the member of the Formosa Plastics Group, in order to effectively integrate and promote the
Company's social responsibility, the Company established a “Social Responsibility Work Promotion Center,” which is responsible for strategy formulation and performance
supervision. The medical and educational units of all companies, offices, staff unit and non-profit organizations collaborate to promote social responsibility. On the other hand,
the seven foundations and charitable trusts funded by the founders, Mr. Wang Yung-Ching and Mr. Wang Yung-Tsai, also play an important role. They have long held the
concept of “what is taken from the society is used interests of the society” to invest in social welfare and do our part to improve social care and reduce social problems. Under
the "Social Responsibility Promotion Center", the "Afforestation Team" and the "Energy Conservation and Carbon Reduction Team" have been set up. The company as a whole
will be responsible for setting up a dedicated safety and health department with the responsibility of each plant as the center and related business divisions to improve the
environmental quality. The charity and neighborly care group has been organized to care for the disadvantaged groups, set up medical centers to offer emergency relief, etc. in
order to achieve important tasks of reducing energy consumption and pollution, creating an ecological environment balance, and successfully achieving various social
responsibility work plans.
(2) Social welfare engagement of the enterprise
A. The system, measures, and performance of environmental protection, safety, and health:
Since its establishment, the Company has always adhered to the philosophy of "industrial development and environmental protection," and pursues social responsibility
and perpetual business operation. Therefore, it attaches great importance to the work of environmental protection.
Following this concept, the Company adopts the latest international technology for production processes and environmental protection equipment. For example, when
building a power plant more than a decade ago, the Company was the first in the country to insist on the use of closed coal bunkers. Coal dust no longer polluted the air, and
BACT is used to make pollution emissions far below domestic and international standards. Although the construction cost increased, the intangible environmental improvement
and the reduction of resource waste and cost reduction can be obtained. In addition to selecting the best production processes and environmental protection equipment at the
beginning of the planning period, the Company also took into consideration of the integration of upstream, middle, and downstream processes, and recycles the by-products and
wastes of the upstream process as raw materials and fuels for the middle and downstream processes by fully integrating and reusing waste gas, waste heat and low-level energy
between the plants, make the best use of resources and energy, reduce energy and waste resources, we pursue the goal of achieving an eco-industrial park. Take the Sixth
Naphtha Cracker for example, the power and steam consumption per unit of product in 2019 years has decreased by 59.2% and 72.9% respectively since the trial operation
began in 1999. Future reduction targets will continue to be promoted. The spirit of the Company is to inquire into the root of the matter, continue to improve and aim at the
sovereign good. Through continuous improvement, the Company will continue to improve the efficiency of equipment operation to reduce energy and resource use, and
strengthen the competitiveness ofperpetual business operation.

76

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
Taking water conservation as an example, from 1999 to 2019, the sixth naphtha cracker has invested 8.51 billion dollars to complete 2,082 improvement cases, saving
279,300 tons of water per day. The 280 ongoing improvement cases will receive 2.29 billion dollars of investment to achieve the target of saving 17,400 tons of water per day.
The total investment is 10.80 billion dollars. After the completion, the annual benefit will be approximately 1.32 billion dollars. In terms of energy conservation and carbon
reduction, the sixth naphtha cracker has also invested 19.93 billion dollars, 7,079 improvement cases have been completed, reducing about 10.893 million tons of CO2. 1,208
ongoing improvement cases will receive 7.60 billion dollars. It is estimated that an additional 1.373 million tons of CO2will be reduced, with a total investment of 27.53 billion
dollars. The end benefits will be about 32.74 billion dollars per year.
The above-mentioned results can be affirmed by the Company awards from 159 business units and commendations from the competent authorities of the Ministry of
Economic Affairs, the Water Resources Department, the Industrial Bureau, the Energy Bureau, and the Environmental Protection Agency during the 12 last years from 2008 to
2019.
In addition to adopting the best international production process, doing environmental protection work such as pollution prevention, clean production, energy conservation,
carbon reduction, and water conservation to reach the goal of becoming ecological industrial parks, the Company also follows the trend of the times and pays attention to global
warming and has promoted tree planting and greening in the plant area for years. In recent years, the Company has actively promoted the greening of various plats. At present,
the Company have planted nearly 2 million trees and 390,000 square meters of shrubs, which can absorb about 15,000 tons of CO2per year. Providing a green aerobic
environment for employees and nearby residents, and taking into account the best of both industrial development and environmental protection. Traditional factories give the
impression that there are few green spaces and trees, and even chimneys emit black smoke from time to time, causing air pollution. The direction of the Company's various
plants is to change the minds of people to create a green landscape just like the park, and to turn air pollution into the surroundings filled with the sounds of singings birds and
the sweet smell of blossoms.
At the same time, the Company also responded to the government's afforestation and carbon reduction plan and cooperated with the Yunlin County Government to promote
flatland afforestation and carbon reduction activities. In 2011, the Company started to receive a 10-year afforestation and carbon reduction subsidy. As of 2019, the Company has
received the flatland afforestation award in Yunlin County, with an application area of 1,094 hectares, and about 1.206 billion in subsidies have been provided to the afforestation
applicants, contributing to the afforestation and carbon reduction.
The Company also fully cooperates with the Environmental Protection Agency to promote green procurement of private enterprises to implement the energy-saving and
carbon-reduction green consumption policy. The statistical green procurement amount of the Company in 2019 was 293 million dollars.
In the future, the Company will continue to take into account the concept of environmental protection and economic development, and implement various measures such as
water conservation, energy conservation and carbon reduction, sustainable use of resources and friendly environment in order to fulfill social responsibilities.
In addition, providing a healthy and safe working environment is the responsibility of the Company to employees and their dependents. Therefore, "Safety First" is an
important principle for us to cherish our employees. In addition to establishing a reward system, employees and contractors are encouraged to raise issues with unsatisfactory
behaviors and false alarms. Departments with zero occupational disasters are also rewarded, encouraging all units to report potential hazards, and report abnormalities, and
unsafe behaviors. The Company quarterly reviews eliminates potential hazards and conducts inter-departmental competitions and performance reviews to increase employee
engagement.
B. Community participation:
The Company is deeply rooted in Taiwan. Plants area are distributed all over Taiwan. We strive to become a “good neighbor” with the surrounding residents by setting up a
dedicated group in each plant to communicate with residents and provide all kinds of assistance. In addition, we continue to mobilize our staff to clean up neighborhood streets
and beaches,continuallyinvest in localpublic welfare activities,and assist in caringfor families and disadvantagedgroups,so that our employees and communityresidents can

Taking water conservation as an example, from 1999 to 2019, the sixth naphtha cracker has invested 8.51 billion dollars to complete 2,082 improvement cases, saving 279,300 tons of water per day. The 280 ongoing improvement cases will receive 2.29 billion dollars of investment to achieve the target of saving 17,400 tons of water per day. The total investment is 10.80 billion dollars. After the completion, the annual benefit will be approximately 1.32 billion dollars. In terms of energy conservation and carbon reduction, the sixth naphtha cracker has also invested 19.93 billion dollars, 7,079 improvement cases have been completed, reducing about 10.893 million tons of CO2. 1,208 ongoing improvement cases will receive 7.60 billion dollars. It is estimated that an additional 1.373 million tons of CO2 will be reduced, with a total investment of 27.53 billion dollars. The end benefits will be about 32.74 billion dollars per year.

The above-mentioned results can be affirmed by the Company awards from 159 business units and commendations from the competent authorities of the Ministry of Economic Affairs, the Water Resources Department, the Industrial Bureau, the Energy Bureau, and the Environmental Protection Agency during the 12 last years from 2008 to 2019.

In addition to adopting the best international production process, doing environmental protection work such as pollution prevention, clean production, energy conservation, carbon reduction, and water conservation to reach the goal of becoming ecological industrial parks, the Company also follows the trend of the times and pays attention to global warming and has promoted tree planting and greening in the plant area for years. In recent years, the Company has actively promoted the greening of various plats. At present, the Company have planted nearly 2 million trees and 390,000 square meters of shrubs, which can absorb about 15,000 tons of CO2 per year. Providing a green aerobic environment for employees and nearby residents, and taking into account the best of both industrial development and environmental protection. Traditional factories give the impression that there are few green spaces and trees, and even chimneys emit black smoke from time to time, causing air pollution. The direction of the Company's various plants is to change the minds of people to create a green landscape just like the park, and to turn air pollution into the surroundings filled with the sounds of singings birds and the sweet smell of blossoms.

At the same time, the Company also responded to the government's afforestation and carbon reduction plan and cooperated with the Yunlin County Government to promote flatland afforestation and carbon reduction activities. In 2011, the Company started to receive a 10-year afforestation and carbon reduction subsidy. As of 2019, the Company has received the flatland afforestation award in Yunlin County, with an application area of 1,094 hectares, and about 1.206 billion in subsidies have been provided to the afforestation applicants, contributing to the afforestation and carbon reduction.

The Company also fully cooperates with the Environmental Protection Agency to promote green procurement of private enterprises to implement the energy-saving and carbon-reduction green consumption policy. The statistical green procurement amount of the Company in 2019 was 293 million dollars. In the future, the Company will continue to take into account the concept of environmental protection and economic development, and implement various measures such as water conservation, energy conservation and carbon reduction, sustainable use of resources and friendly environment in order to fulfill social responsibilities. In addition, providing a healthy and safe working environment is the responsibility of the Company to employees and their dependents. Therefore, "Safety First" is an important principle for us to cherish our employees. In addition to establishing a reward system, employees and contractors are encouraged to raise issues with unsatisfactory behaviors and false alarms. Departments with zero occupational disasters are also rewarded, encouraging all units to report potential hazards, and report abnormalities, and unsafe behaviors. The Company quarterly reviews eliminates potential hazards and conducts inter-departmental competitions and performance reviews to increase employee engagement.

The Company is deeply rooted in Taiwan. Plants area are distributed all over Taiwan. We strive to become a “good neighbor” with the surrounding residents by setting up a dedicated group in each plant to communicate with residents and provide all kinds of assistance. In addition, we continue to mobilize our staff to clean up neighborhood streets and beaches, continually invest in local public welfare activities, and assist in caring for families and disadvantaged groups, so that our employees and community residents can

77

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
be integrated. Employees have also spontaneously formed a charity group, responding to the feedback to the neighborhood, and by long-term and continuous attention, gradually
expand human care and love to every corner of the society to jointly establish a peaceful society.
C. Social contribution, social services, social welfare, and other social responsibility activities:
Based on the spirit of "what is taken from the society is used interests of the society ", the Company is committed to the perpetual business operation and continues to give
back to the society and fulfill its social responsibilities with the management policy of "quality, reputation, service, and environmental protection." Our results in social
responsibility are also recorded in the "Corporate Social Responsibility Report."
In addition to dedicating to business operations, we also invest in medical care, education, and various social welfare undertakings to fulfill corporate social responsibility:
a. Medical treatment: Chang Gung Memorial Hospital was established in 1976. It is committed to "improving medical standards and creating social well-being" and has the
courage to challenge the status quo. It not only drives the reform and progress of the medical community but also won the trust of the general public. Now,
in Taiwan, there are four major sectors, the North Sector (including Keelung, Lover Lake, Taipei, Linkou, Taoyuan, and other nursing homes), Chiayi
Sector, Yunlin Sector, and Kaohsiung Sector (Kaohsiung and Fengshan Hospital). In services, it is also the largest and most complete medical institution in
Asia, from emergency medical treatment to rehabilitation, health care, and senior care. Chang Gung Memorial Hospital also donated 999 sets of artificial
electronic ears for the benefit of hearing-impaired children, and set up a social service fund to subsidize poor patients for long-term treatment. As of the end
of 2019, it has spent 9.14 billion dollars and continues to provide the medical assistance needed in remote and undeveloped countries.
b. Education: In the 1960s, various industries in Taiwan flourished. In view of the shortage of industrial talents, the Company founded Ming Chi Institute of Technology (now
Ming Chi University of Technology) to provide the students from poor families a chance to study and work at the same time. Later, Chang Gung Medical College
(now Chang Gung University) and Chang Gung Institute of Nursing (now Chang Gung University of Science and Technology) were established to cultivate
students' diligence and simplicity by combining theory and practice, and to cultivate excellent industrial middle cadres and medical staff. Since the beginning of the
1995, the Formosa Plastics Group started funding for aboriginal youth education and employment opportunities. The total donation amount is approximately 1.7
billion dollars, and the number of assisted people reached 5,484.
c. Disaster relief: assisting in the 921 earthquake (1999), Morakot wind disaster (2009), Kaohsiung gas explosion incident (2014), Tainan earthquake (2016), Nibble wind disaster
(2016), Hualien earthquake (2018) and other disaster relief in reconstruction and the rehabilitation of schools in the disaster areas. So far, 76 primary and
secondary schools have been fully sponsored by the Company.
d. Other social welfare: In addition to medical and education, the founders of Formosa Plastics Group have set up seven foundations and charitable social welfare funds. Through
the operation of the foundations and the active participation of companies within the corporation, they continue to promote and donate to various social
welfare undertakings, such as:
(1) Nearly 1.12 million doses of Streptococcus pneumonia vaccines to promote the free vaccination program for the elderly over 75 years old to improve their health and quality of
life.
(2) Continue to promote the "Professional Service of Early Treatment Effectiveness Improvement Program" to systematically and comprehensively improve the quality of Taiwan's
overall early treatment services. Currently, 92 institutions have been provided with relevant medical assistance and subsidies; and an "early treatment professional
communication platform" has been established. Information on national early treatment activities, treatment articles, and teaching files are shared.
(3) Support the inmates: donated to the Yunlin Second Prison, Kaohsiung Prison, and Taipei Prison to handle the Wang Jhan-Yang Foundation Rainbow Project (drug-addicted HIV
inmates), with three courses of physiological education, psychological counseling, and vocational training the project assists drug-addicted prisoners with HIV to cultivate life
skills, repair family relationships and reintegrate into society. Cooperation with Yunlin Second Prison and Kaohsiung Prison to handle the Wang Jhan-Yang charitable trust
fund Xiangyang project (drug inmates) to assist inmates in returning to the society is also conducted. Collaboration with the Correctional Affairs Department of the Ministry of
Justicein 2017 to expand theXiangyangProjectinthree prisonsincludingHualien Prison,Tainan Prison, andKaohsiung Women'sPrison.
  • be integrated. Employees have also spontaneously formed a charity group, responding to the feedback to the neighborhood, and by long-term and continuous attention, gradually expand human care and love to every corner of the society to jointly establish a peaceful society.

  • Based on the spirit of "what is taken from the society is used interests of the society ", the Company is committed to the perpetual business operation and continues to give

  • back to the society and fulfill its social responsibilities with the management policy of "quality, reputation, service, and environmental protection." Our results in social responsibility are also recorded in the "Corporate Social Responsibility Report."

  • a. Medical treatment: Chang Gung Memorial Hospital was established in 1976. It is committed to "improving medical standards and creating social well-being" and has the courage to challenge the status quo. It not only drives the reform and progress of the medical community but also won the trust of the general public. Now, in Taiwan, there are four major sectors, the North Sector (including Keelung, Lover Lake, Taipei, Linkou, Taoyuan, and other nursing homes), Chiayi Sector, Yunlin Sector, and Kaohsiung Sector (Kaohsiung and Fengshan Hospital). In services, it is also the largest and most complete medical institution in Asia, from emergency medical treatment to rehabilitation, health care, and senior care. Chang Gung Memorial Hospital also donated 999 sets of artificial electronic ears for the benefit of hearing-impaired children, and set up a social service fund to subsidize poor patients for long-term treatment. As of the end of 2019, it has spent 9.14 billion dollars and continues to provide the medical assistance needed in remote and undeveloped countries.

  • b. Education: In the 1960s, various industries in Taiwan flourished. In view of the shortage of industrial talents, the Company founded Ming Chi Institute of Technology (now Ming Chi University of Technology) to provide the students from poor families a chance to study and work at the same time. Later, Chang Gung Medical College (now Chang Gung University) and Chang Gung Institute of Nursing (now Chang Gung University of Science and Technology) were established to cultivate students' diligence and simplicity by combining theory and practice, and to cultivate excellent industrial middle cadres and medical staff. Since the beginning of the 1995, the Formosa Plastics Group started funding for aboriginal youth education and employment opportunities. The total donation amount is approximately 1.7 billion dollars, and the number of assisted people reached 5,484.

  • c. Disaster relief: assisting in the 921 earthquake (1999), Morakot wind disaster (2009), Kaohsiung gas explosion incident (2014), Tainan earthquake (2016), Nibble wind disaster (2016), Hualien earthquake (2018) and other disaster relief in reconstruction and the rehabilitation of schools in the disaster areas. So far, 76 primary and secondary schools have been fully sponsored by the Company.

  • d. Other social welfare: In addition to medical and education, the founders of Formosa Plastics Group have set up seven foundations and charitable social welfare funds. Through the operation of the foundations and the active participation of companies within the corporation, they continue to promote and donate to various social welfare undertakings, such as:

  • (1) Nearly 1.12 million doses of Streptococcus pneumonia vaccines to promote the free vaccination program for the elderly over 75 years old to improve their health and quality of life.

78

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies and Reasons
Yes No Summary (Note2)
(4) Promote various scholarships and work-study programs: such as the Children's Education Assistance Program, Disadvantaged Student Scholarship, and the Student Financial
Aid Program in Remote Areas, to help the economically disadvantaged or disabled children and young students to be able to receive education unhindered. In 2017, promoted
the Excellent Talents Development Program which provides long-term scholarships for outstanding students from disadvantaged backgrounds to assist them in academic and
moral development. In addition, we will promote semester and summer work-study programs, match students to work in social welfare institutions, cultivate the service spirit of
students contributing to society, and reduce institutional operating costs and expenditures to serve more vulnerable people.
(5) Women and Children's Welfare: a. Promote the nutritional breakfast subsidy for the vulnerable children in the neighboring 7 Township for Mailiao Plant, b. Promote the
economic assistance program for victims of domestic abuse, c. Promote the medical treatment and economic assistance of patients with rare diseases, d. Donation to Taitung and
Hualien English Assistance Program, an introduction of outstanding American college students to primary schools in remote areas for English teaching, e. Promote the
nutritional breakfast subsidy for the vulnerable Junior High School students of Pingtung County, f. Promote the nutritional lunch subsidy for the Elementary School and Junior
High School students of Yunlin County, g. Promote subsidy program by donating to Taipei Orphan Welfare Foundation to improve access to school education for them, h.
Promote assistant plans for the vulnerable pre-school children in New Taipei City and other counties and cities.
(6) Elderly welfare: a. promote the elderly housing improvement and appliance donation plan, b. Mailiao and Taixi Township meal delivery plan for elderly living alone, c. promote
the ‘’Active Aging Center’’ corporately in Taiwan. Members in this center would participate in five major classes (of the elderly) through package-based individual planning
courses, including health management, brain training, vitality, physical training and social participation, to maintain their health, preventing disability, and effectiveness of
helping healthy elderly people improve, d. Donate to the elderly daycare center shuttle bus and dream plan, e. Promote lighting improvement plan, donate lighting facilities to
improve the lighting facilities of Elderly Welfare, to provide well care environment and saving electric bill, f. Promote rural elder care plans that provide elders with day care
and various health promotion activities
(7) Vulnerable group support: a. Donation to social welfare institutions daily necessities and rice, b. The low-income households near Mailiao factory receive gifts and bonus for the
three most important Chinese holidays, c. Emergency Allowances plan, d. Donation of daily necessities to the Christian Relief Association food bank, e. Promote the support
plan for the homeless by establishing short-term shelters and providing cooking equipment. Assist the homeless who are willing to live on their own to leave the homeless life
from the beginning. f. Chang Gung University and Chang Gung University of Science and Technology jointly promote the construction of AI long-term care system and the
I-Health volunteers promotion plan.
(8) Promote the development of Taiwan's distinctive culture: sponsoring the "Ming Hwa Yuan Art & Cultural Group", "I Wan Jan Puppet Theater ", "Ifkids Theatre", "Apple
Theatre" to go on tours in the countryside; sponsor Huang Jun-xiong Puppet Theatre to perform in Chiayi County.
(9) Promote the Wang Jhan-Yang charitable trust fund "Burning Star Project" to cultivate outstanding sports talents, "Future Star Project" sports talents abroad training programs
and sports player medical protection programs to help domestic sports talents improve their performance, in addition, assist Wang Chang Gung Charitable Trust in promoting
the accompanying athletic trainer plan in 2019.
(10) Institutional support: a. Donation to social welfare institutions includes purchasing facilities and equipment, vehicle funds or housing repair costs. A total number of 34 social
welfare institutions in Yilan, Nantou, Taichung, Hualien, Yunlin, Taitung, Taoyuan, Miaoli, Hsinchu, Xinbei, and Pingtung regions etc. were donated, b. Donation to the county
and city government’s plans for the vulnerable groups ( Keelung City Government, Taoyuan City Government , Kaohsiung City Government, Chiayi County Government),
c.Mooncakes donationto socialwelfareinstitutions .
  • Note 1: If the implementation status is "Yes", please explain the adopted important policies, strategies, measures and implementation; if the implementation status is "No", please explain the reasons and the plans, strategies and measures that going to adopt in the future.

  • Note 2: If the Company has prepared a corporate social responsibility report, the summary description can be accepted by indicating the way to look up the corporate social responsibility report and the index pages as a replacement.

  • Note 3: The principle of materiality refers to those who have a significant influence on the company's investors and other stakeholders regarding to environmental, social and corporate governance issues.

79

3.4.6 Implementation Status of Operational Integrity as Required by the Taiwan Financial Supervisory Commission

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
1. Stipulating policies and plans for ethical
corporate management
(1) Has the Company formulated the
ethical corporate management policies
approved by the Board of Directors,
clearly indicated policies and activities
related to ethical corporate management
in its bylaws and external documents,
and are the Company’s Directors and
management team actively fulfilling
their commitment to corporate policies?
(2) Has the Company established an
evaluation mechanism for the risks of
acting unethical, regularly analyzes and
evaluates business activities with a high
risk of acting unethical in the business
scope, and formulates the prevention
plan which the content at least contain
the prevention measures stated in
Article 7-2 of the “Ethical Corporate
Management Best Practice Principles for
TWSE/GTSM Listed Companies.”?



V
V
(1) The Company complies with the Company Act, Securities and Exchange Act,
Business Entity Accounting Act, and other related regulations, and upholding
the “Diligence, Perseverance, Frugality and Trustworthiness” enterprise spirit in
order to comply with the law and ethical standards. With the business
philosophy of honesty, integrity, fairness, and transparency, self-discipline, and
responsibility, the Board of Directors has approved the Company’s ethical
corporate management policy on November 12, 2014. By setting the Company's
President Office as the driving unit to formulate and implement various ethical
policies, the Company establishes a good corporate governance and risk control
mechanism, to seek sustainable development of the Company. The Board of
Directors and the senior managements also promised to actively implement and
supervise the implementation of the ethical management policies.
(2) A. The Company has established strict rules of conduct and ethics in the rules and
regulations such as the “Personnel Management Rules” and “Working Rules”,
and has specified the relevant reward and punishment regulations. Directors,
managers, servants of the Company, or those who have substantial control
capabilities are prohibited from providing, pledge, requesting or accepting any
illegitimate interests directly or indirectly, or making other violations of good
faith, illegality, or breach of fiduciary duty to prevent malpractice,
misappropriation of public funds, acceptance of bribes, disclosure or lies, and
other acts of dishonesty.
B. The Company regularly analyzes and evaluates business activities with a high
risk of acting unethical, and specified the regulations for relevant employees in
“Personnel Management Rules” and “Working Rules”. That is, positions of
interest for business, procurement, contracting, supervision, and budgeting, as
well as contact with other manufacturers shall not accept business dinners or
other entertainment activities invited by the manufacturer, nor accept the
property or other interests of gifts. The offenders shall be excused from office
and their Supervisors shall bejointlyand severally punished. In addition,







In compliance with Article 4 and
Article 5 of the “Ethical Corporate
Management Best Practice Principles
for TWSE/GTSM Listed
Companies.”
Although the Company does not
formulate its own “Procedures for
Ethical Management and Guidelines
for Conduct”, the related regulations
are formulated in different rules and
systems, and are implemented.

80

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
(3) Does the Company clearly specify the
procedures, behavior guidelines, and
punishment for violations and grievance
system in the plan of preventing
unethical behaviors, and implement
them, and regularly reviews and revises
the foresaid plan?

V
related duties have comprehensively promoted regular rotation operations to
prevent the occurrence of any corruption.
C. The specific practice such as to sign the "Oaths" on the first day of the
employee's employment, which requires employee to comply with the
"Business Secrets Act" and has no violation of the intellectual property rights
of the owner of the computer software. The Company also issue a "Working
Rules" manual to the individual for immediate enquiry about “Personnel
Management Rules” and “Ethical Corporate Management Best Practice
Principles”. For those who are dealing with external manufacturers, it is
necessary to sign the "Self-Legal Convention" and adopt regular rotation
system. The relevant laws and regulations of the business are also included in
the training courses for new recruits, professional job training and supervisory
reserve training. In addition, in order to strengthen the employees' behavior
and ethics, they have signed the "Employee Compliance Operation Policy
Statement”.
(3) The Company specifies the ethical policies, regulations and related procedures,
behavior guidelines, punishment for violations, grievance system, etc., in
“Personnel Management Rules”, “Ethical Corporate Management Best Practice
Principles”, “Main Point of Preventing Insider Trading”, “Informant
Regulations” and “"Employee Grievance Procedure" etc. In addition, "Code of
Ethical Conduct” is formulated for the Company’s directors and managers,
please refer to “Chapter 3.4.8 Other Important Corporate Governance
Information”. The foresaid rules and regulations are reviewed regularly in order
to meet thepractical needs.













In compliance with Article 7-1 and
Article 10 to Article 13 of the “Ethical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies.”
2. Implementing ethical corporate
management
(1) Has the Company evaluated ethical
records of its counterparty? Does the
contract signed by the Company and its
trading counterparty clearly provide
terms on ethical conduct?

V
(1) The contract signed by the Company for commercial activities is subject to the
terms of good faith. In addition, the Company conduct inquiries such as honesty
investigations for customers, suppliers, and other stakeholders to avoid the
occurrence of dishonest behavior and damage of the Company's rights and
interests.
In compliance with Article 9 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”

81

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
(2) Has the Company established an
exclusively (or concurrently) dedicated
unit for promoting ethical corporate
management that answers to the Board
of Directors? Does the said unit
regularly (at least once in a year) report
to the Board of Directors on its ethical
management policies and plans of
preventing dishonesty, and its
implementation?
(3) Has the Company established
policies preventing conflict of interests,
provided proper channels of appeal,
and enforced these policies and
channels accordingly?


V
V
(2) The President Office of the Company and the general management office of the
whole enterprise promotes the operation of the integrity management of the
enterprise, includes promoting ethical management policies, organizing
education and training on issues related to ethical management, and deal with
the cases related to informant according to the Company’s informant
regulations. The ethical management promoting units shall report the
implementation to the Board of Directors annually. The latest report is
December 13, 2019, which mainly evaluated the policies and implementation
of integrity management, the Board of Directors and the management actively
implement the commitments of the business policy; the Company's
consideration of the legality and integrity records of agents, suppliers,
customers, or other business transactions; whether it is required for those who
have access to confidential and commercially sensitive information in the
business and if it has a duty of confidentiality and has set up preventive
measures; whether the Company has established a specific reporting and reward
system, and established a convenient reporting channel and other integrity
management projects; and also submitted internal audit reports to the
Independent Directors for review monthly, and regularly report to the Board of
Directors .
(3) The Company has established policies preventing conflict of interests, provided
proper channels of appeal, and enforced these policies and channels
accordingly.
A. The Company’s standards for the Board of Directors meetings has clearly
stated that if Directors or the juridical persons they represented have a
personal interest, they shall state the key aspects of the interest in the
meeting. If their interest may prejudice the interests of the Company, the
persons concerned shall not participate in the discussion and voting of those
items and shall recuse themselves from those sessions. Also, they shall not
stand proxy for other Directors to exercise the voting right on those items.
B. The Company has stated in its "Personnel Management Rules" that
employees should strictly abide by the code of conduct for avoidance of
interests and proactively report ethical concerns such as conflicts of interest,
and haveprovisionsprohibitingcompetition toprevent conflicts of interest.
In compliance with Article 17 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”
In compliance with Article 19 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”

82

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
(4) Has the Company established effective
accounting systems and internal
control systems for enforcing ethical
corporate management? Does the
internal audit unit formulate the
relevant audit plans based on the
results of the risk assessment of
dishonesty behaviors and audit the
implementation of the plan that
prevents unethical behaviors or
commissioned to a CPA?
(5) Does the Company regularly organize
internal and external training for
ethical corporate management?

V
V
C. The Company has provisions for "Employee Grievance Procedure" and
"Internal and External Reporting Procedure of Unlawful and Unethical
Behaviors", etc., and provides specific reporting channels for reporting any
illegal or improper behavior.
(4) The Company has established an effective and improved accounting system and
internal control mechanism, and fully implemented computerization of
operations. The six management functions of personnel, finance, business,
production, materials, and engineering are connected by computers, layer by
layer, and executed for management of any abnormalities. In addition, the
Company also established a professional and independent internal audit
structure. The structure is divided into three levels. The first level is carried out
by the Auditing Office attached to the Company's Board of Directors, they
formulate the relevant audit plans and audit the implementation of the plan to
reduce the unethical behaviors, and the second level is routine and project-based
independent auditing carried out by the general management office for routines
and projects. Moreover, since internal auditing is the duty of all employees, the
third level of auditing requires all departments to conduct voluntary operation
inspections (on a monthly, quarterly, semi-annual, or annual basis depends on
the projects) to extend the concept internal control to all levels of the Company.
(5) Through regular corporate publications as well as various occasions, the
Company promotes the corporate culture of “Diligence, Perseverance, Frugality
and Trustworthiness,” as well as cultivating work ethics based on integrity,
fairness and transparency, self-discipline, and a sense of responsibility. All new
recruits receive corporate culture training. In addition, training courses about
regulations, anti-fraud, and anti-corruption are held every year to strengthen the
employees' commitment to complying with management rules based on good
faith. In the internal and external 2019 integrity management training, courses
like internal auditing, accounting system, CQM quality management training,
ISO system, JIT production management system and other trainings like quality
improvement and overseas personnel process optimization promotion were
given, the total amount of people received training and the total training time is
1,626 and 34,759 hours respectively.
In compliance with Article 20 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”
In compliance with Article 22-2 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”

83

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
3. Status for enforcing whistle-blowing
systems in the Company
(1) Has the Company established concrete
whistle-blowing and reward systems as
well as accessible whistle-blowing
channels? Does the Company assign a
suitable and dedicated individual for
the case being exposed by the
whistle-blower?
(2) Has the Company established standard
operating procedures (SOP),
follow-up measures to be taken after
investigation and relevant systems of
confidentiality?
(3) Has the Company adopted protection
measures against inappropriate
disciplinary actions for the
whistle-blower?
V
V
V
The Company has a "Employee Grievance Procedure" and "Internal and External
Reporting Procedure of Unlawful and Unethical Behaviors" to provide a specific
reporting and reward system:
(1) Providing multiple reporting channels such as mailboxes, e-mail, and fax lines.
Visible notices are placed around the main entrances to be used by informants.
(2) After a case is filed, the relevant team members of the general management office
of the whole enterprise shall be responsible for the procedures of case review,
filing, and follow-up investigation.
(3) The principle of confidentiality: During and after an investigation, it is strictly
forbidden to disclose any information to unrelated parties. Supervisors at all
levels must also keep information confidential. All relevant information must be
processed and archived according to the confidential document procedures to
ensure the informant does not experience any unjust punishment.
(4) If it is found that there are violations of the regulations, the one would be
punished in accordance with the Company's Personnel Management Rules, it
may need to notify the judicial and prosecutorial authorities if necessary.
In order to understand the valuable opinions from our customers, the Company has
also established a customer complaints channel, return and compensation application
procedures, so that customers can express their opinions through the "Customer
Feedback Form". The Company's website also provides e-mail address and service
line for each product. Customers can directly respond their opinions through multiple
channels. Moreover, related departments regularly summarize and analyze the issues
which our customers concern, and prioritize them according to their importance and
timeliness to ensure that customer needs are handled.
In compliance with Article 23 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”
4. Improvement of information disclosure
Does the Company disclose its ethical
corporate management policies and the
results of its implementation on the
Company’s website and MOPS?
V Information on integrity management and ethical behavior has been disclosed on the
Company’s website in both Chinese and English versions.
In compliance with Article 25 of the
“Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies.”

84

Evaluation Item Implementation Status(Note1) Implementation Status(Note1) Implementation Status(Note1) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed Companies,
and Reasons
Yes No Summary
5. Where the Company has established its own best practices on ethical corporate management according to the “Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies” , please describe any gaps between the described best practices and actual implementation taken by the Company:
On November 12th, 2014, the Company passed the resolution of the “Corporate Integrity Code of Practice”, which was amended by the resolution of the Board of Directors on
June 23th, 2016. The code was slightly revised according to the Company's practice, but in line with spirit of the “Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies.”
6. Other information helpful for understanding the principle of integrity of the Company's operations (e.g., the Company's amendment of its integrity code of practice):
The Company schedules corporate governance courses for directors and managers on a regular basis to strengthen their ability in supervision and governance, with the hopes of
increasingthe effectiveness ofgovernance and implementation of integrityoperation.

Note 1: Provide a brief description in the summary column, regardless whether "yes" or "no" is selected.

85

3.4.7 NPC’s Corporate Governance Guidelines and Regulations:

The Company has disclosed Corporate Governance Guidelines on its website under the “Corporate Governance” section of “Investor”.

3.4.8 Other Important Corporate Governance Information

  • 3.4.8.1 In line with the requirements of Financial Supervisory Commission R.O.C. (Taiwan), the Company set up an Audit Committee and the “Code of Ethical Conduct for Directors and Managers” is as follow:

NAN YA PLASTICS CORPORATION

Code of Ethical Conduct for Directors and Managers

Amended by Board of Directors on June 23, 2016

Chapter 1 General Provisions

  • Article 1: The Code of Ethical Conduct (the “Code”) of Nan Ya Plastics Corporation (the “Company”) is established to stipulate rules for Directors and managers (including President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Chief Financial Officer, Chief Accounting Officer, and other persons authorized to manage affairs and sign documents on behalf of the Company) to abide by in terms of ethical conduct when engaging in business activities within the scope of their authority, to prevent unethical conduct or any conduct that may damage the interest of the Company and its shareholders.

Chapter 2 Content of the Code

  • Article 2: Directors and managers shall conduct corporate affairs on the basis of integrity, faithfulness, compliance with laws, fairness and righteousness and with an ethical, self-disciplined attitude.

  • Article 3: Directors and managers shall avoid any conflicts of interest arising when their personal interest intervenes, or is likely to intervene in the overall interest of the Company, including but not limited to unable to perform their duties in an objective and efficient manner, or taking advantage of their position in the Company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. To prevent conflicts of interest, any matters pertaining to lending funds, providing guarantees, and major asset transactions between the Company and the above-mentioned persons or their affiliated enterprise thereof shall be submitted to the Board of Directors for its approval in advance. The corresponding purchase (or sale) of goods shall be dealt with the best interest of the Company.

Article 4: When the Company has an opportunity for profit, the Directors and managers have the responsibility to conserve the reasonable and lawful benefits that can be obtained by the Company. The Directors and managers shall not obtain personal gain by using the Company property or information or taking advantage of their positions. Unless otherwise stipulated in the Company Act or Articles of Incorporation, they shall not engage in activities that compete with the business of the Company. Article 5: The Directors and managers shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to

86

  • disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.

  • Article 6: The Directors and managers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.

  • Article 7: The Directors and managers shall have the responsibility to safeguard the Company’s assets, to use the assets for official business purpose properly, and to avoid any impact on the Company’s profitability resulting from theft, negligence in care or waste of the assets.

  • Article 8: The Directors and managers shall comply with applicable laws and the Company’s regulations.

  • Article 9: When a director or manager is found by employee to have committed a violation of a law, regulation or the Code, the employee shall report to the Audit committee, their direct managers, president office personnel, chief internal auditor, or other appropriate personnel with sufficient evidence. Once the misconduct is confirmed, the Company will reward the above-mentioned employee in accordance with the Company's rules for employment management.

  • The Company shall handle the above-mentioned report properly and confidentially. The Company also shall use its best efforts to ensure the safety of the conscientious reporter and protect him/her from all kinds of reprisals.

  • Article 10: Where a director or manager is verified to have violated the Code, in addition to being subject to punishment under the Company's rules for employment management, the Company shall report the violation to the Board of Directors. The person involved in the violation shall be liable for civil, criminal or administrative responsibilities required by law and the Company shall disclose the violation on the Market Observation Post System (“MOPS”) immediately, including: the date of the violation, description of the violation, the provisions of the Code violated, and the disciplinary actions taken.

Chapter 3 Procedures for Exemption

  • Article 11: Where a Director or manager is to be exempted from the Code due to special circumstances, such exemption shall be approved by an majority vote at a meeting of the Board of Directors attended by over two-third of the Directors in person or through representation. The Company shall immediately disclose on the MOPS, including: date of exemption granted by the Board of Directors, any opposing or qualified opinion expressed by the independent directors, and the period of, reasons for, and the provisions of the Code behind the application of the exemption for shareholders to evaluate the appropriateness and to safeguard the interests of the Company.

Chapter 4 Method of information disclosure

  • Article 12: The Company shall disclose the Code on the Company’s website, annual reports, prospectuses, and the MOPS. Any amendment is subject to the same procedure.

87

Chapter 5 Additional Provision

Article 13: The Code shall be implemented after approval by the Board of Directors and shall be reported to the shareholders meeting. Any amendment is subject to the same procedure.

3.4.8.2 Managers and financial officer of the Company attend continuing education and training relevant to corporate governance every year, and all equip professional knowledge, their training status is as follow:

trainingstatus is as follow:
Title Name Course
Date
Organizer Program Hours
President Ming-Jen Tzou 2019.11.15
2019.11.15
Dharma Drum
Mountain
Humanities and
Social
Improvement
Foundation
Securities and
Futures Institute
Innovation of
enterprise value
Avoiding
contravening
Securities and
Exchange Act –
Discussing from
false financial
statement and
insider trading
3
3
Senior Vice
President
Fong-Chin Lin
Senior Vice
President
Sin-Yi Huang
Senior Vice
President
Kuei-Yung Wang
Financial
Officer
Ming-Jong Yeh
Internal Audit
Officer
Fu-Jung Peng
Accounting
Officer
Li-Ta Pai
Senior Vice
President
Cheng-Chung Lee 2019.07.30
2019.07.31
Securities and
Futures Institute
Directors and
supervisors
(including
independent) and
corporate
governance
executives practical
workshops
12
Corporate
Governance
Officer
Wen-Pin Cheng 2019.07.30
2019.07.31
2019.11.15
2019.11.15
Securities and
Futures Institute
Dharma Drum
Mountain
Humanities and
Social
Improvement
Foundation
Securities and
Futures Institute
Securities and
Futures Institute
Directors and
supervisors
(including
independent) and
corporate
governance
executives practical
workshops
Innovation of
enterprise value
Avoiding
contravening
Securities and
Exchange Act –
Discussing from
false financial
statement and
12
3
3

88

insider trading

  • 3.4.8.3 Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information

  • Accounting Department: 4 Certified Public Accountants, 4 Certified Public Bookkeepers, 5 US Certified Public Accountants, 1 Chartered Financial Analysts, 1 Certified Securities Investment Analysts, 1 Certified Internal Auditor.

  • Financial Department: None.

  • Internal Auditing Department: 1 Certified Public Accountant.

  • 3.4.8.4 Major internal information processing within the Company

  • The Company has always emphasized the principles of “diligence, perseverance, frugality, and trustworthiness” and has set strict ethical guidelines. We expect the employees to follow various codes of conduct and ethical guidelines in a responsible manner in their work and daily life. Employees are not allowed to engage in leaking trade secrets, false accounts, malpractices and rumors.

  • The Company also has established “Personnel Management Rules”. Employees are informed that unless a written permission has been given, no company information or other unpublished information can be disclosed. Neither should it be used for personal gains or other purposes.

  • The Company has also set up a "Code for the Spokesperson" to detail principles for information disclosure and major irregularities at the plants. Except for company spokespersons, no employee is allowed to disclose policy, operations and business-related information to media reporters and outsiders in order to avoid violations and insider trading.

  • The Company has specified the handling of important internal information in the “Personnel Management Rules” and published it in the internal information management system. Besides delivering this information to the employees' personal mailboxes, it is also available in the information system.

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3.4.9 Implementation Status of the Internal Control System

3.4.9.1 Internal Control System Statement

NAN YA PLASTICS CORPORATION

Internal Control System Statement

Date: 2020.03.18

The Company states the following with regard to its internal control system in 2019, based on the findings of a self-assessment:

  1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.

  3. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. Control environment 2. Risk assessment 3. Control activities 4. Information and communications 5. Monitoring activities. Each element further contains several items. Please refer to the Regulations for details.

  4. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  5. Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that on 2019.12.31 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for understanding of the degree of achievement of operational effectiveness and efficiency objectives, reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance of reporting, and compliance with applicable laws, regulations, and bylaws, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

  6. This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  7. This statement has been passed by the Board of Directors’ Meeting of the Company held on 2020.3.18, where 0 of the 14 attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

NAN YA PLASTICS CORPORATION

Chairman: Chia-Chau Wu

President: Ming-Jen Tzou

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  • 3.4.9.2 If CPA was engaged to conduct a special audit of internal control system, provide its audit report: None.

  • 3.4.10 If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the prospectus publication date, where the result of such penalty could have a material effect on shareholder equity or securities prices, the prospectus shall disclose the penalty, the main shortcomings, and the condition of improvement: None.

  • 3.4.11 Major Resolutions of Shareholders’ Meetings and Board Meetings:

  • 3.4.11.1 2019.06.12 Shareholders’ meeting

    • Directors attending the shareholders’ meeting: Chia-Chau Wu, Ming-Jen Tzou, Shen-Yi Lee, Kuei-Yung Wang, Fong-Chin Lin, Zo-Chun Jen, Sin-Yi Huang(the above people are directors), Chih-Kang Wang, Yi-Fu Lin, Yun-Peng Chu (the above people are independent directors). 10 people in total.
  • (1)Ratification Items

Proposal 1

  • Proposal: For approval of the 2018 Business Report and Financial Statements as required by the Company Act.

  • (Proposed by the Board of Directors)

  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,530,164,084 approval votes (including the electronic votes of 4,847,051,011), which account for 91.6% of the total votes; 318,160 disapproval votes (including the electronic votes of 318,160); 0 invalid votes; 504,323,298 abstention votes and no votes (including the electronic votes of 501,131,588). The Company ratified the proposal as the approval votes exceed the prescribed amount.

Proposal 2

  • Proposal: For Approval of the Proposal for Distribution of 2018 Profits as required by the Company Act.

  • (Proposed by the Board of Directors)

  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,540,002,841 approval votes (including the electronic votes of 4,856,889,768), which account for 91.8% of the total votes; 313,080 disapproval votes (including the electronic votes of 313,080); 0 invalid votes; 494,489,621 abstention votes and no votes (including the electronic votes of 491,297,911). The Company ratified the proposal as the approval votes exceed the prescribed amount.

  • Implementation: 2018 shareholders' meeting approved to distribute cash dividend of NT$5.0 per share. On June 12, 2019, the Board of Directors set the date July 9, 2019 to be the base day of cash dividends distribution. And it will be distributed from August 6.

  • (2)Discussion Items(I) Proposal 1

  • Proposal: Amendment to the Procedures for Acquisition or Disposal of Assets of the Company, please discuss and resolve.

(Proposed by the Board of Directors)

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  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,499,843,700 approval votes (including the electronic votes of 4,816,730,627), which account for 91.1% of the total votes; 347,759 disapproval votes (including the electronic votes of 347,759); 0 invalid votes; 534,614,083 abstention votes and no votes (including the electronic votes of 531,422,373). The Company ratified the proposal as the approval votes exceed the prescribed amount.

  • Implementation: According to approval of shareholders' meeting, the Company will implement the amended procedures and disclosed on the MOPS and on the Company’s website.

Proposal 2

  • Proposal: Amendment to the Procedures for Engaging in Derivatives Transactions of the Company, submitted for discussion.

  • (Proposed by the Board of Directors)

  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,499,764,161 approval votes (including the electronic votes of 4,816,651,088), which account for 91.1% of the total votes; 401,060 disapproval votes (including the electronic votes of 401,060); 0 invalid votes; 534,640,321 abstention votes and no votes (including the electronic votes of 531,448,611). The Company ratified the proposal as the approval votes exceed the prescribed amount.

  • Implementation: According to approval of shareholders' meeting, the Company will implement the amended procedures and disclosed on the MOPS and on the Company’s website.

Proposal 3

  • Proposal: Amendment to the Procedures for Loaning Funds to Other Parties of the Company, please discuss and resolve.

  • (Proposed by the Board of Directors)

  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,499,733,872 approval votes (including the electronic votes of 4,816,620,799), which account for 91.1% of the total votes; 410,419 disapproval votes (including the electronic votes of 410,419); 0 invalid votes; 534,661,251 abstention votes and no votes (including the electronic votes of 531,469,541). The Company ratified the proposal as the approval votes exceed the prescribed amount.

  • Implementation: According to approval of shareholders' meeting, the Company will implement the amended procedures and disclosed on the MOPS and on the Company’s website.

Proposal 4

  • Proposal: Amendment to the Procedures of Endorsements and Guarantees of the Company, please discuss and resolve.

  • (Proposed by the Board of Directors)

  • Resolution: The total votes was 6,034,805,542; the result of the vote: 5,499,742,033 approval votes (including the electronic votes of 4,816,628,960), which account for 91.1% of the total votes; 402,837 disapproval votes (including the electronic votes of 402,837); 0 invalid votes; 534,660,672 abstention votes and no votes (including the electronic votes of 531,468,962). The Company ratified the proposal as the approval votes exceed the prescribed

92

amount.

Implementation: According to approval of shareholders' meeting, the Company will implement the amended procedures and disclosed on the MOPS and on the Company’s website.

(3)Election Items

Proposal 1

Proposal: The Company’s Directors have their tenure nearly expired. Please elect the Board of Directors to conform to the applicable laws.

(Proposed by the Board of Directors)

Resolution: The total shares represented by the shareholders present were 6,034,805,542 at the time of the voting. Shareholder, Huai-Yu Liu was appointed as ballot inspectors; Li-Ching Tsai, Kuei-Chu Cheng, Shu-Wen Huang, Min-Hua Chien and Yen-Ting Fen were appointed as calculation officials by the Chairman. The election results were announced on the spot by the secretary appointed by the Chairman. The list of elected directors (including independent directors) and the number of votes received are as follows:

  1. The 12 elected directors:
follows:
The 12 elected directors:
Name Votes received
Chia-Chau Wu 5,070,379,239
Wen-Yuan Wong 4,866,097,927
Wen-Chiao Wang (Representative of Formosa Petrochemical
Corporation)
4,731,126,929
Ruey-Yu Wang 4,711,241,775
Ming-Jen Tzou 4,001,324,808
Shen-Yi Lee (Representative of Formosa Chemicals & Fibre
Corp.)
3,795,824,484
Zo-Chun Jen(Representative of Formosa Plastics Corp.) 3,694,511,074
Kuei-YungWang 3,677,007,321
Fong-Chin Lin 3,649,242,635
Sin-Yi Huang 3,638,798,644
Cheng-ChungLee 3,559,729,546
Ching-Cheng Chang (Representative of Freedom Internation
Enterprise Company)
3,509,912,330
  1. The 3 elected independent directors:
The 3 elected independent directors:
Name Votes received
Chih-KangWang 4,552,993,243
Yi-Fu Lin 3,453,396,127
Yun-PengChu 3,440,956,819

Implementation: The resolution was submitted to the Ministry of Economic Affairs for approved and registered by Shangzi No.10801077910 Letter on June 27, 2019 and then announced on the Company’s website.

(4)Discussion Items(II)

Proposal 1

Proposal: Appropriateness of releasing the newly elected Directors and the juristic person shareholder whose authorized representatives are elected as Directors, from non-competition restrictions, please discuss and resolve.

(Proposed by the Board of Directors)

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Resolution: The total votes was 4,601,336,873; the result of the vote: 3,192,332,895 approval votes (including the electronic votes of 2,566,789,452), which account for 69.4% of the total votes; 698,782,999 disapproval votes (including the electronic votes of 698,782,999); 0 invalid votes; 710,220,979 abstention votes and no votes (including the electronic votes of 707,029,269). The Company ratified the proposal as the approval votes exceed the prescribed amount.

Implementation: Implement according to the resolution of Board of Director.

  • (5)Extempore motion

(Shui-Hsien,Chang, shareholder No.303076, asked questions about the Company's operations and stock prices under the impact of the Sino-US trade war. The Chairman replied and explained.)

(Shueh-Fen,Huang, shareholder No.162367, recognized the achievements of the management team. The Chairman replied and expressed the appreciation.)

3.4.11.2 2019.03.20 1[st] Board of Directors’ Meeting of 2019

Proposal 1

Proposal: To formulate 2018 employees’ compensation, please discuss and resolve. Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance approved the proposal. It would be reported in 2019 shareholders' meeting.

Proposal 2

Proposal: To compile 2018 final accounting books and statements and 2019 operating plan, please discuss and resolve.

(The secretariat reported that the annex of the proposal has been submitted to Audit Committee for approval. 2018 annual operating status and 2019 operating plan was respectively reported by the president office of the Company and head officer of each division.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 3

Proposal: To compile 2018 profit distribution schedule, please discuss and resolve. (The secretariat reported that the annex of the proposal has been submitted to Audit Committee for approval.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 4

Proposal: Preparation for 2019 shareholders' meeting on June 12, 2019, submitted for discussion.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 5

Proposal: To re-elect the Board of Directors during 2019 shareholders' meeting, please discuss and resolve.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

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Proposal 6

Proposal: To ask the shareholders' meeting’s approval for releasing the elected Directors from non-competition restrictions, please discuss and resolve. Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 7

Proposal: To formulate the Company’s Internal Control System Statement, please discuss and resolve.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 8

Proposal: To compile plan of lending funds for the second quarter of 2019, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Wen-Tsao Wang, Ruey-Yu Wang, Directors in attendance including Ming Jen, Tzou, Chin-Jen Wu, Shen-Yi Lee and Zo Chun, Jen, respectively, as the Chairman, Managing Director, Director or representative of the juristic person of the borrowing Company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement whether the loan conditions would be in accordance with past practice. Financial Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 9

  • Proposal: To amend the “Procedures for Acquisition or Disposal of Assets”, the “Procedures for Engaging in Derivatives Transactions”, the “Procedures for Loaning Funds to Other Parties” and the “Procedures of Endorsements and Guarantees” of the Company, please discuss and resolve.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None.

  • Resolution: All directors in attendance approved the proposal. It would be submitted to 2019 shareholders' meeting for approval.

Proposal 10

  • Proposal: The Company planned to invest “FG INC” for US$ 15 million in accordance of the investment framework, please discuss and resolve.

(Proposed by the Audit Committee) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

95

Proposal 11

Proposal: The expansion of PET release film production equipment in Shulin Site, please discuss and resolve.

(The purpose of the expansion was supplemented by the Chairman.) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 12

Proposal: To raise long-term funds for new expansion, replacement of old plant equipment, repayment of debts and enrichment of working capital, the Company planned to issue domestic unsecured corporate bond for NT$12 billion, please discuss and resolve.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 13

Proposal: The promotion of management position, please discuss and resolve. (Chung-Yueh Shih was directly involved and should enter recusal.) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

3.4.11.3 2019.04.19 2[nd ] Board of Directors’ Meeting of 2019

Proposal 1

Proposal: To present a slate of directors (and independent directors) candidates for shareholders holding 1% or more of the total number of issued shares of the Company, please review.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance approved the proposal. The nominees were included in the slate of directors (and independent directors) candidates of 2019 shareholders’ meeting.

3.4.11.4 2019.05.10 3[rd] Board of Directors’ Meeting of 2019

Proposal 1

Proposal: To compile plan of lending funds for the third quarter of 2019, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Directors in attendance including Ming-Jen Tzou, Shen-Yi Lee and Zo-Chun Jen, respectively, as the Chairman, Managing Director, Director or representative of the juristic person of the borrowing Company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang asked whether the loan conditions would be in accordance with past practice in the proposal. Financial Officer replied and explained.

Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

96

Proposal 2

Proposal: Transaction with related party, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Wen-Yuan Wang, Managing Director in attendance and Ming-Jen Tzou, Directors in attendance, respectively, as the Managing Director, or Director of the related company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement whether the transaction conditions and price comparison data with the related company in the proposal had all been audited. Internal Audit Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

  • Proposal 3

  • Proposal: To donate NT$ 11,134,000 to Ming Chi University of Technology, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman and Wen-Yuan Wang, Managing Director in attendance, respectively, as the Chairmen, or Director of Ming Chi University of Technology, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to explain whether other companies in FPG also donated to Ming Chi University of Technology together. Financial Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 4

  • Proposal: The Company's investment business “Formosa Industries Corp.” would borrow loans from banks. The Company was proposed to issue a letter of support, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Directors in attendance including Ming-Jen Tzou, Fong Chin, Lin and Sin Yi, Huang, respectively, as the Chairman or Director of Formosa Industries Corp., should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement the content of the letter of support. Financial Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

97

Proposal 5

Proposal: To amend the Company’s regulations of shareholder procedures, please discuss and resolve.

(Proposed by the Audit Committee)

(The Chairman inquired the officer in attendance to supplement the key points of the amendment. Financial Officer replied and explained.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 6

Proposal: To amend the Company’s “Corporate Governance Best-Practice Principles”, please discuss and resolve.

(The Chairman supplemented the key points of the amendment.) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 7

Proposal: To set up the first “Corporate Governance Officer” of the Company, please discuss and resolve.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 8

Proposal: To amend “Standard Operation Procedures of Dealing with Directors’ Requests” of the Company, please discuss and resolve.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

3.4.11.5 2019.06.12 4[th] Board of Directors’ Meeting of 2019

Proposal 1

Proposal: To re-elect the Managing Directors and Chairman of the Company, please discuss and resolve.

Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance elect Chia-Chau Wu, Wen-Yuan Wong, Wen-Chiao Wang, Ruey-Yu Wang and Chih-Kang Wang as the Managing Directors. And all Managing Directors in attendance elect Chia-Chau Wu as the Chairman.

Proposal 2

Proposal: To approve the record day and distribution day for cash dividends of 2018, please discuss and resolve.

Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance approved the proposal.

Proposal 3

Proposal: To appoint independent director Chih-Kang Wang, Yi-Fu Lin and Yun-Peng Chu as the members of Remuneration Committee, please discuss and resolve.

(The independent director Chih-Kang Wang, Yi-Fu Lin and Yun-Peng Chu, were the parties involved, should enter recusal.)

Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance except for above-mentioned independent

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directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 4

Proposal: To meet operational needs, the Company intends to update the credit line of various financial institutions, please discuss and resolve. Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

3.4.11.6 2019.08.12 5[th] Board of Directors’ Meeting of 2019

Proposal 1

Proposal: To compile plan of lending funds for the fourth quarter of 2019, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Wen-Chiao Wang and Ruey-Yu Wang, Directors in attendance including Shen-Yi Lee and Zo-Chun Jen, respectively, as the Chairman, Managing Director, Director or representative of the juristic person of the borrowing company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang asked whether the loan conditions were in line with the market practices. Financial Officer replied and explained.

Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 2

Proposal: Transaction with related party, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Wen-Chiao Wang and Ruey-Yu Wang, Directors in attendance including Ming-Jen Tzou and Zo-Chun Jen, respectively, as the Chairman, Managing Director, Director or representative of the juristic person of the related company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement whether the transaction with the related party would be in accordance with past practice. Internal Audit Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 3

  • Proposal: To increase investment to “Formosa Resources Corporation” for US$81.25 million, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang and Wen-Chiao Wang, respectively, as the Chairman or Director of Formosa Resources Corporation, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

99

Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement the plan and purpose of the investment. Financial Officer replied and explained.

Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 4

Proposal: To formulate the Chairman’ compensation, please discuss and resolve.

(Proposed by the Remuneration Committee) (The Chairman, acting as principal, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.) Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance except for the Chairman had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 5

Proposal: To formulate the existing Directors’ compensation, please discuss and resolve.

(Proposed by the Remuneration Committee) (The independent directors, Chih-Kang Wang, Yi-Fu Lin, Yun-Peng Chu and director, Ching Cheng, Chang acting as principal, should enter recusal.) Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 6

Proposal: The Company’s investment business “Nan Ya Plastics (Ningbo) Co., Ltd.” planned to conduct cash capital increase with the amount of US$ 80 million in order to meet the business expansion, please discuss and resolve.

(Proposed by the Audit Committee)

(The capital increase plan and purpose were supplemented by the Chairman.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 7

Proposal: To maintain the existing managers’ compensation standards and structure, please discuss and resolve.

(Proposed by the Remuneration Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 8

Proposal: To maintain the existing managers’ appraisal systems, please discuss and resolve.

(Proposed by the Remuneration Committee) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

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Proposal 9

  • Proposal: The salary adjustment of the managers would be in line with all employees in 2019, please discuss and resolve.

(Proposed by the Remuneration Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

  • 3.4.11.7 2019.11.08 6[th] Board of Directors’ Meeting of 2019 Proposal 1

  • Proposal: To compile plan of lending funds for the first quarter of 2020, please discuss and resolve.

(Proposed by the Remuneration Committee) (The Chairman, Managing Director in attendance including Wen-Chiao Wang and Ruey-Yu Wang, Directors in attendance including Ming-Jen Tzou, Shen-Yi Lee, Zo-Chun Jen and Kuei-Yung Wang, respectively, as the Chairman, Managing Director, Director, representative of the juristic person of the borrowing Company or Director, Ruey-Yu Wang’s relative within the second degree of kinship, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement whether the loan conditions would be in accordance with past practice. Financial Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 2

Proposal: Transaction with related party, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Chiao Wang, Ruey-Yu Wang, Directors in attendance including Ming-Jen Tzou, Zo-Chun Jen and Kuei-Yung Wang, respectively, as the Chairman, Managing Director, Director or representative of the juristic person of the related company, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement whether the transaction would be in accordance with past practice. Internal Audit Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 3

  • Proposal: Donation to Chang Gung University for NT$6.14 million 1,239 dollars, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Chiao Wang and Ruey-Yu Wang, Director in attendance, Kuei-Yung Wang, respectively, as Director of Chang Gung University, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the

101

interim Chairman.)

Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired the officer in attendance to supplement the donation percentage. Financial Officer replied and explained.

Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 4

Proposal: The Company's investment business “Nan Ya Electronic Materials (Huizhou) Co., Ltd.” would borrow loans from banks. The Company was proposed to issue a letter of support, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Directors in attendance including Ming-Jen Tzou and Cheng-Chung Lee, respectively, as the Chairman or Director of Nan Ya Electronic Materials (Huizhou) Co., Ltd., should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired whether the content of the letter of support would be in accordance with past practice. Financial Officer replied and explained. Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

3.4.11.8 2019.12.13 7[th] Board of Directors’ Meeting of 2019 Proposal 1

Proposal: To formulate 2020 annual audit plans, please discuss and resolve. Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance approved the proposal.

Proposal 2

Proposal: To increase investment to “Formosa Synthetic Rubber Corp.” with NT$ 46 million according to the investment framework, please discuss and resolve. (Proposed by the Audit Committee)

(The Chairman, Managing Director in attendance including Wen-Yuan Wang, Wen-Chiao Wang and Directors, Ming-Jen Tzou respectively, as the Chairman, Managing Director or Director of Formosa Synthetic Rubber Corp., or Managing Director, Wen-Chiao Wang’s relative within the second degree of kinship, should enter recusal.)

(The purpose of the investment to Formosa Synthetic Rubber Corp. was supplement by the Chairman.)

Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance except for above-mentioned Directors who had

to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 3

Proposal: In response to the expiration of the 5 year implementation cycle of the current year-end bonus formula, it is planned to revise the Company's "Regulations of Year-End Bonus and Remuneration Distribution”, please discuss and resolve.

(Proposed by the Remuneration Committee)

102

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 4

Proposal: To meet operational needs, the Company intends to update the credit line of various financial institutions, please discuss and resolve. Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

3.4.11.9 2020.03.18 1st Board of Directors’ Meeting of 2020 Proposal 1

Proposal: To formulate 2019 employees’ compensation, please discuss and resolve. Opinions of independent directors and the implementation: None.

Resolution: All directors in attendance approved the proposal. It would be reported in 2020 shareholders' meeting.

Proposal 2

Proposal: To compile 2019 final accounting books and statements and 2020 operating plan, please discuss and resolve.

(The secretariat reported that the annex of the proposal has been submitted to Audit Committee for approval. 2019 annual operating status and 2020 operating plan was respectively reported by the president office of the Company and head officer of each division.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 3

Proposal: To compile 2019 profit distribution schedule, please discuss and resolve. (The secretariat reported that the annex of the proposal has been submitted to Audit Committee for approval.)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 4

Proposal: Preparation for 2020 shareholders' meeting on June 12, 2020, submitted for discussion.

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 5

Proposal: To formulate the Company’s Internal Control System Statement, please discuss and resolve.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 6

Proposal: To amend the Company’s “internal control systems” and “internal audit implementation rules” of compiling the financial statements, please discuss and resolve.

(Proposed by the Audit Committee) Opinions of independent directors and the implementation: None.

103

Resolution: All directors in attendance approved the proposal.

Proposal 7

Proposal: To compile plan of lending funds for the second quarter of 2020, please discuss and resolve.

(Proposed by the Audit Committee) (The Chairman, Managing Director in attendance including Wen-Yuan Wang, Ruey-Yu Wang, Directors in attendance including Shen-Yi Lee, Zo Chun, Jen and Kuei-Yung Wang respectively, as the Chairman, Managing Director, Director or representative of the juristic person or Director, Ruey-Yu Wang’s relative within the second degree of kinship, should enter recusal. Managing Director Chih-Kang Wang was appointed by the Chairman as the interim Chairman.)

  • Opinions of independent directors and the implementation: Managing Director Chih-Kang Wang inquired whether the loan conditions would be in accordance with past practice. Financial Officer replied and explained.

  • Resolution: All directors in attendance except for above-mentioned Directors who had to enter recusal from voting due to conflict of interest approved the proposal.

Proposal 8

  • Proposal: To amend the Company’s “audit committee charter”, please discuss and resolve.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 9

Proposal: To increase investment to “FG INC.” with US$ 4.3 million according to the investment framework, please discuss and resolve.

(Proposed by the Audit Committee)

Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

Proposal 10

Proposal: To amend the Company’s “shareholders’ meeting procedure rules“, please discuss and resolve.

(Proposed by the Audit Committee) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal. It would be reported in 2020 shareholders' meeting.

Opinions of independent directors and the implementation: None.

Proposal 11

Proposal: To amend the Company’s “rules of procedure for meetings of Board of Directors“ and “Regulations of Scope for Independent Directors’ Duties” , please discuss and resolve.

(Proposed by the Audit Committee) Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

104

Proposal 12

  • Proposal: To raise long-term funds for new expansion, replacement of old plant equipment, repayment of debts and enrichment of working capital, the Company planned to issue domestic unsecured corporate bond for NT$10 billion, please discuss and resolve.

  • Opinions of independent directors and the implementation: None. Resolution: All directors in attendance approved the proposal.

  • 3.4.12 Major Issues of Record or Written Statements Made by Any Directors or Supervisors which Specified his/her Dissent to Important Resolutions Passed by the Board of Directors as of the Publication Date of the Annual Report: None.

  • 3.4.13 Resignation or Dismissal of Chairman, President, and Accounting Officer, Financial Officer, Internal Audit Officer, Corporate Governance Officer and R&D Officer as of the Date of this Annual Report: None.

105

3.5 Information Regarding NPC’s Audit Fees

Audit Fee

Audit Fee
Accounting Firm Name of CPA Period Covered by CPA’s Audit Remarks
KPMG Kuo, Hsin-Yi Yu, Chi-Lung 2019.01.01~2019.12.13

Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.

Unit: NT$ thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-audit Fee Total
1 Under NT$ 2,000,000 0 1,290 1,290
2 NT$ 2,000,001 ~ NT$ 4,000,000 0 0 0
3 NT$ 4,000,001 ~ NT$ 6,000,000 0 0 0
4 NT$ 6,000,001 ~ NT$ 8,000,000 0 0 0
5 NT$ 8,000,001 ~ NT$ 10,000,000 0 0 0
6 Over NT$ 100,000,000 11,084 0 11,084
  1. The amount of non-auditing relevant fees charged by the CPA and the related parties reaches 25 % of the Company's annual auditing expenses:
Accounting
Firm
Name of CPA Audit Fee Non-audit Fee Non-audit Fee Period Covered by
CPA’s Audit
Remarks
System of
Design
Company
Registration
Human
Resource
Others
(Note2)
Subtotal
KPMG Kuo, Hsin-Yi
Yu,Chi-Lung
11,084 0 0 0 1,290 1,290 2019.01.01~
2019.12.31
Note 3
  • Note1: If any CPA or the accounting firm is replaced for the Company this year, the inspection periods shall be listed separately. In addition, the reason for the replacement shall be indicated in the remark column and information on audit and non-audit public expenditure shall be disclosed.

  • Note2: The non-audit public expenditure shall be listed separately by the service item. When "Other" of non-audit public expenditure reaches 25% of the total value of non-audit public expenditure, contents of the service shall be listed in the remark column.

  • Note3: Non-audit fee includes expenditure on transfer price report, master document, master file and direct deduction of business tax.

  • If there is any change in the appointed in dependent auditors and the Company's annual auditing expenses decreased simultaneously, information regarding the amount, percentage and reasons for the decrease in auditing expenses shall be disclosed:N/A.

  • Auditing expenses decreased by 10% in comparison to the previous year, information regarding the amount, percentage and reason for the decrease in auditing expenses shall be disclosed:N/A.

3.6 Replacement of CPA: None. There’s no replacement of CPA in the last 2 years.

  • 3.7 The Company’s Chairman, Executive Officer, Financial Officer, and Managers in Charge of its Finance and Accounting Operations did not Hold Any Positions in the Company’s Independent Auditing Firm or its Affiliates during 2019.

  • 3.8 Change in Shareholdings and in Shares Pledged by Directors, Management, and Shareholders Holding more than 10% Share in the Company.

106

1. Changes in Shareholding of Directors, Managers and Major Shareholders

Title
(Note1)
Name 2019 2019 As of April 14,2020 As of April 14,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman Chia-Chau Wu 0
0

0

0
Managing
Director
Wen-Yuan Wong (943,441)
0

0

0
Managing
Director
Formosa Petrochemical Corp. 0 (1,746,000) 0
0
Representative: Wen-Chiao Wang 0
0

0

0
Managing
Director
Ruey-Yu Wang 0
0

0

0
Managing
Director
(Independent
Director)
Chih-Kang Wang 0
0

0

0
Independent
Director
Yi-Fu Lin 0
0

0

0
Independent
Director
Yun-Peng Chu 0
0

0

0
Director and
President
Ming-Jen Tzou 0
0

0

0
Director Formosa Chemicals & Fibre Corp. 0 0 0 0
Representative: Shen-Yi Lee
Director Formosa Plastics Corp.
Representative: Zo-Chun Jen
Director and
Senior Vice
President
Kuei-Yung Wang 0
0

0

0
Director and
Senior Vice
President
Fong-Chin Lin 0
0

0

0
Director and
Senior Vice
President
Sin-Yi Huang 0
0

0

0
Director and
Senior Vice
President
Cheng-Chung Lee 0
0

0

0
Director Freedom Internation Enterprise
Company
0 0 0 0
Representative: Ching-Cheng Chang
Senior Vice
President
Chung-Yueh Shih 0
0

0

0
Vice
President
Shiou-Yeh Sheng 0
0

0

0
Vice
President
Pao-Chang Liu 0
0

0

0
Vice
President
Tzong -Yang Su 0
0

0

0
Vice
President
Yu Lung Huang 2,000
0

0

0
Vice
President
Yu-Sheng Chen 0
0

0

0
Vice
President
Kuo-Wei Lin 0
0

0

0

107

Title
(Note1)
Name 2019 2019 As of April 14,2020 As of April 14,2020
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Vice
President
Yang-Tun Chien 0
0

0

0
Vice
President
Wen-cheng Yang 0
0

0

0
Vice
President
Yung-Fang Chang 0
0

0

0
Financial
Officer
Ming-Jong Yeh 0
0

0

0
Corporate
Governance
Officer
Wen-Pin Cheng 0
0

0

0
Accounting
Officer
Li-Ta Pai 0
0

0

0
shareholders
holding more
than 10% share
Chang Gung Medical Foundation 0
0

0

0

Note1: Shareholders holding more than 10% share in the Company shall be indicated as major shareholders and listed respectively. Note2: Shares trading or pledging with related party shall fill out following information.

  1. Information of shares trade or pledge: N/A.

108

3.9 Relationship among the Top Ten Shareholders

2020.04.14

Name
(Note1)
Current Shareholding Current Shareholding Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two Degrees
(Note3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two Degrees
(Note3)
Remarks
Shares % Shares % Shares % Name Relationship
Chang Gung Medical Foundation
Rep. Diana Wang
876,733,453 11.05%
0
0 0 0 Formosa Plastics Corp. Chairman of Formosa Plastics Corp. is one of Chang Gung Medical
Foundation’s board director
Formosa Chemicals & Fibre Corp. Chairman of Formosa Chemicals & Fibre Corp. is one of Chang Gung
Medical Foundation’s board director
Chang Gung University Chairman of Chang Gung University is one of Chang Gung Medical
Foundation’s board director
Formosa Plastics Corporation
Rep. Chien-Nan Lin
783,356,866 9.88% 0 0 0 0 Chang Gung Medical Foundation Chairman of Formosa Plastics Corp. is one of Chang Gung Medical
Foundation’s board director
Formosa Chemicals & Fibre Corp. Formosa Chemicals & Fibre Corp. is one of Formosa Plastics Corp.’s
board director
Chang Gung University Chairman of Formosa Plastics Corp. is one of Chang Gung University’s
board director
Formosa Petrochemical Corp. Formosa Plastics Corp. invested Formosa Petrochemical Corp. under equity
method
Formosa Petrochemical Corp. is one of Formosa Plastics Corp.’s board
director
Formosa Chemicals & Fibre Corporation
Rep. Wen Yuan Wong
413,327,750 5.21% 0 0 0 0 Chang Gung Medical Foundation Chairman of Formosa Chemicals & Fibre Corp. is one of Chang Gung
Medical Foundation’s board director
Formosa Plastics Corp. Formosa Chemicals & Fibre Corp. is one of Formosa Plastics Corp.’s
board director
Chang Gung University Chairman of Formosa Chemicals & Fibre Corp. and Chang Gung University
is the sameperson
Formosa Petrochemical Corp. Formosa Chemicals & Fibre Corp. invested Formosa Petrochemical Corp.
under equity method
Formosa Petrochemical Corp. is one of Formosa Chemicals & Fibre Corp.’s
board director
Chang Gung University
Rep. Wen Yuan Wong
317,469,186 4.00% 0 0 0 0 Chang Gung Medical Foundation Chairman of Chang Gung University is one of Chang Gung Medical
Foundation’s board director
Formosa Plastics Corp. Chairman of Formosa Plastics Corp. is one of Chang Gung University ’s
board director
Formosa Chemicals & Fibre Corp. Chairman of Formosa Chemicals & Fibre Corp. and Chang Gung University
is the same person
Formosa Petrochemical Corp. Chairman of Formosa Chemicals & Fibre Corp. is one of Chang Gung
University’s board director

109

Name
(Note1)
Current Shareholding Current Shareholding Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two Degrees
(Note3)
Name and Relationship Between the Company’s Top Ten Shareholders,
or Spouses or Relatives Within Two Degrees
(Note3)
Remarks
Shares % Shares % Shares % Name Relationship
Vanson International Investment Co., Ltd.
Rep. Landmark Capital Holdings Inc.
189,777,620 2.39% 0 0 0 0 Chingdwell International Investment Corp. With same management team
Citibank Taiwan Limited In Custody for
Macro System Corp.
With same management team
Formosa Petrochemical Corporation
Rep. Bao Lang Chen
179,214,423 2.26% 0 0 0 0 Formosa Plastics Corp. Formosa Plastics Corp. invested Formosa Petrochemical Corp. under equity
method
Formosa Plastics Corp. is one of Formosa Petrochemical Corp.’s board
director
Formosa Chemicals & Fibre Corp. Formosa Chemicals & Fibre Corp. invested Formosa Petrochemical Corp.
under equity method
Formosa Chemicals & Fibre Corp. is one of Formosa Petrochemical Corp.’s
board director
Chang Gung University Formosa Petrochemical Corp. is one of Chang Gung University ’s board
director
Chingdwell International Investment Corp.
Rep. Everred Corporate, Inc.
147,556,933 1.86% 0 0 0 0 Vanson International Investment Co., Ltd. With same management team
Citibank Taiwan Limited In Custody for
Macro System Corp.
With same management team
LGT Bank (Singapore) Ltd. 123,807,765 1.56% 0 0 0 0 None
Citibank Taiwan Limited In Custody for
Macro System Corp.
109,714,138 1.38% 0 0 0 0 Vanson International Investment Co., Ltd. With same management team
Chingdwell International Investment Corp. With same management team
JPMorgan Chase Bank N.A., Taipei
Branch in custody for Vanguard Total
International Stock Index Fund, a series of
Vanguard Star Funds
99,130,133 1.25% 0 0 0 0 None

Note1: Top ten shareholders shall be listed, and both the name of the institution and its representative shall be listed for an institutional shareholder.

Note2: Calculation of the ratio of shareholdings means calculate the shareholding ratio with own shareholdings, spouse’s/minor’s shareholding, shareholding by nominee arrangement

Note3: Shareholders above-mentioned includes institutional shareholder and natural person shareholder and their relationship shall be disclosed in line with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

110

Enterprise by the Company, the Company’s Directors, Supervisors, Managers, and Any Companies Controlled either Directly or Indirectly by the Company:

2019.12.31 Unit: shares/ % Unit: shares/ %
Affiliated
Enterprises
(Note1)
Ownership by the
Company
Direct or Indirect
Ownership by
Directors/Supervisors/
Managers
Total Ownership
Shares % Shares % Shares %
NAN YA PLASTICS CORP., U.S.A.
NAN YA PLASTICS CORP., AMERICA
FG INC
NAN YA PLASTICS INTERNATIONAL(CAYMAN) LTD.
FORMOSA GROUP(CAYMAN) LTD.
NAN YA PLASTICS (HONG KONG) CO., LTD.
SUPERIOR WORLD WIDE TRADING CO., LTD.
FORMOSA SYNTHETIC RUBBER(HONG KONG) CORP. LTD.
PFG FIBER GLASS(HONG KONG)CO., LTD.
FORMOSA INDUSTRIES CORP.
FORMOSA PLASTICS GROUP INVESTMENT CORP.
NAN YA PCB CORP.
NANYA TECHNOLOGY CORP.
FORMOSA ENVIRONMENTAL TECHNOLOGY CORP.
FORMOSA PETROCHEMICAL CORP.
PFG FIBER GLASS CORP.
FORMOSA HEAVY INDUSTRIES CORP.
NAN CHUNG PETROCHEMICAL CORP.
WEN FUNG INDUSTRIAL CORP.
FORMOSA AUTOMOBILE CORP.
YA TAI DEVELOPMET CORP.
FORMOSA FAIRWAY CORP.
FORMOSA PLASTICS TRANSPORT CORP.
HWA YA SCIENCE PARK MANAGEMENT CONSULTING CO., LTD
YI JIH DEVELOPMET CORP.
MAI LIAO POWER CORP.
FORMOSA SYNTHETIC RUBBER CORP.
FORMOSA PLASTICS CONSTRUCTION CORP.
2,400
60,000
2,000
52,000
12,500
953,253,077
14,000
135,000,000
75,500
N/A (Note2)
5,000,000
432,744,977
907,303,775
46,256,575
2,201,306,014
100,000,000
651,706,181
100,000,000
18,738,135
27,045,801
1,303,870
4,699,367
6,566,487
34,000
5,800,000
547,024,654
44,600,000
10,000,000
100.00
100.00

10.00
100.00

25.00
100.00
100.00

32.53
100.00

42.50
100.00

66.97

29.71

26.99

23.11
100.00

32.91

50.00
100.00

45.00

44.96

33.34

33.33

34.00

29.22

24.94

33.33

33.33

0

0

17,400

0

37,500

0

0

270,000,000

0

N/A (Note2)

0

43,772
1,004,571,955

125,143,425
5,024,932,631

0
1,328,515,462

0

0

27,044,199

1,306,130

9,395,902

13,132,755

66,000

14,050,000
1,641,130,008

89,200,000

20,000,000

0.00

0.00

87.00

0.00

75.00

0.00

0.00

65.86

0.00

42.50

0.00

0.01

32.68

73.01

52.75

0.00

67.09

0.00

0.00

45.00

45.04

66.66

66.67

66.00

70.78

74.82

66.67

66.67

2,400

60,000

19,400

52,000

50,000

953,253,077

14,000

405,000,000

75,500

N/A (Note2)

5,000,000

432,788,749
1,911,875,730

171,400,000
7,226,238,645

100,000,000
1,980,221,643

100,000,000

18,738,135

54,090,000

2,610,000

14,095,269

19,699,242

100,000

19,850,000
2,188,154,662

133,800,000

30,000,000
100.00
100.00

97.00
100.00
100.00
100.00
100.00

98.39
100.00

85.00
100.00

66.98

62.39
100.00

75.86
100.00
100.00

50.00
100.00

90.00

90.00
100.00
100.00
100.00
100.00

99.76
100.00
100.00

Note1: Under the equality method. Note2: Not issue shares.

111

IV. Capital and Shares

4.1 Capital and Shares

4.1.1 Source of Capital

Year / Month Issue price
(NT$ per share)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark
Shares Amount Shares Amount Sources of capital Capital increased by assets
other than cash
notes
2013/08 10
7,930,821,589

79,308,215,890

7,930,821,589

79,308,215,890

Recapitalization of
earnings
None Note

Note: In 2012, capital increase by earnings re-capitalization amounted to NT$785,229,860 and was approved by the Financial Supervisory Commission under Jin-Guan-Zheng-Fa-Zi No.1020028386 dated July 19, 2013.

Unit: share

Unit: share
Type of stock Authorized capital Remark
Outstanding Outstanding Unissued shares Total shares
Common Stock (Registered) 7,930,821,589 (Note) - 7,930,821,589 -

Note: Listed on TSE

4.1.2 Status of Shareholders

2020.04.14 2020.04.14 2020.04.14 2020.04.14 2020.04.14 2020.04.14
Type of shareholders Government Agencies Financial Institutions Other Juridical Person Domestic
Natural Person
Foreign Institutions &
Natural Person
Total
Number of shareholders 4
67

771

239,476

873

241,191
Shareholding (shares) 95,654,288
484,041,880

3,201,536,350

1,788,014,880

2,361,574,191

7,930,821,589
Holding (percentage) 1.21
6.10

40.37

22.54

29.78

100.00

Note: A primary exchange-listed (or OTC-listed) company or emerging stock company shall disclosure the holding percentage of shares by Mainland Area enterprise. "Mainland Area enterprise" herein means a juristic person, group, or other institution of the Mainland Area, or a company in which the same have invested in a third jurisdiction in accordance with Article 3 of the Regulations Governing Permission for People from the Mainland Area to Invest in the Taiwan Area.

112

4.1.3 Shareholding Distribution Status

As of 2020.04.14

As of 2020.04.14
Common shares
ownership (Unit: share)
Number of shareholders Ownership
(shares)
Ownership
(percentage)
000,001 ~0,000,999 96,518
22,108,375

0.28
001,000 ~0,005,000 98,806
213,195,478

2.69
005,001 ~0,010,000 21,119
151,382,169

1.91
010,001 ~0,015,000 8,431
101,451,853

1.28
015,001 ~0,020,000 4,051
71,440,179

0.90
020,001 ~0,030,000 4,326
105,493,874

1.33
030,001 ~0,050,000 3,227
124,135,880

1.57
050,001 ~0,100,000 2,368
163,618,037

2.06
100,001 ~0,200,000 1,131
154,137,980

1.94
200,001 ~0,400,000 524
144,606,227

1.82
400,001 ~0,600,000 185
91,124,315

1.15
600,001 ~0,800,000 97
66,888,027

0.84
800,001 ~ 1,000,000 63
56,989,698

0.72
1,000,001and over 345
6,464,249,497

81.51
Total 241,191
7,930,821,589

100.00

4.1.4 List of Major Shareholders

List all shareholders with a stake of 5 percent or greater, or the names of the top ten shareholders.

As of 2020.04.14 As of 2020.04.14
Top10 shareholder Ownership (shares) OwnershipPercentage
1. Chang Gung Medical Foundation 876,733,453
11.05
2. Formosa Plastics Corp. 783,356,866
9.88
3. Formosa Chemicals & Fiber Corp. 413,327,750
5.21
4. Chang Gung University 317,469,186
4.00
5. Vanson International Investment Co., Ltd. 189,777,620
2.39
6. Formosa Petrochemical Corp. 179,214,423
2.26
7. Chindwell International Investment Corp. 147,556,933
1.86
8. LGT Bank(Singapore) Ltd. 123,807,765
1.56
9. Citibank Taiwan Limited In Custody for Macro
System Corp.
109,714,138
1.38
10. JPMorgan Chase Bank N.A., Taipei Branch in
custody for Vanguard Total International Stock
Index Fund,a series of Vanguard Star Funds
99,130,133
1.25

113

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$

Unit: NT$
Item Year 2019 2018 2020.3.31
Market price per share Highest marketprice 79.90 88.40 73.20

Lowest market price
66.00 72.00 47.20
Average marketprice 73.95 81.69 62.03
Book value per share Before distribution 43.45 47.37 41.05
After distribution 41.25 42.37
Earnings per share Weighted average shares 7,930,821,589 7,930,821,589 7,930,821,589
Earningsper share (Note 3) 2.91 6.65 0.13
Dividends per share Cash dividends 2.20 5.00
Stock dividends from retained earnings
Stock dividends from capital surplus
Accumulated undistributed dividends (Note 4)
Return on Investment Price / earnings ratio (Note 5) 25.34 12.23
Price / dividend ratio (Note 6 33.51 16.26
Cash dividendyield rate (Note 7) 2.98 6.15
  • If shares are distributed in connection with a capital increase out of earnings or capital reserve, further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.

  • Note1: Setting forth the highest and lowest market price per share of common stock for each fiscal year. And calculating each fiscal year's average market price based upon each fiscal year's actual transaction prices and volume.

  • Note2: Please fill in distributions decided in the shareholders’ meeting of the following year according to the number of shares that were already issued for the specific year.

  • Note3: In case of retroactive adjustments due to bonus shares issued, earnings per share before and after the adjustment shall be listed.

  • Note4: For the equity shares issuance criteria, if there are requirements that dividends not distributed for a specific year can be carried over to the year with earnings, the dividends that have not been paid up to the said year with earnings shall be disclosed separately.

Note5: Price / earnings ratio = average market price / adjusted earnings per share

Note6: Price / dividend ratio = average market price / cash dividends per share

Note7: Cash dividend yield rate = cash dividends per share / average market price

Note8: For the net value per share and earnings per share, data for the most recent quarter, audited and certified or reviewed by a CPA shall be provided. For the other columns, data for the current fiscal year up to the date of publication of the annual report shall be provided.

Note9: The market price per share listed in the above table is based on the data released by the Taiwan Stock Exchange. Note10: The dividends per share indicate the dividends this year that are distributed in the following year.

Note11: The earning distribution of 2019 is an estimation which has not been approved by the Annual Shareholders’ Meeting.

4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy of the Company’s Articles of Incorporation

The Company is in an industry that’s in a mature phase and can expect a steady stream of profit. Dividends may be distributed in the form of cash dividend, capital increase through capitalization of retained earnings, and capital increase through capitalization of capital reserve. After deducting legal reserve and special reserve from the earnings available for the appropriation of the year, no less than 50% shall be allocated and cash dividend will be firstly distributed. The combined dividend distributed from capital increase through capitalization of retained earnings and capital increase through capitalization of capital reserve cannot exceed 50% of the year's total dividend.

114

B. Proposed Distribution of Dividend

The Company distributed cash dividend NT$2.2 per share, stock dividend NT$0 per share, totaling NT$2.2 dividend per share.

  • C. Expect Material Change in Dividend Policy: None

4.1.7 Dividend Policy and Implementation Status: None (Proposed stock dividends were not set in the last Shareholders' Meeting and the Company itself is not required to disclose financial forecast)

4.1.8 Compensation of Employees, Directors and Supervisors

  • A. The Company established an Audit Committee to replace Supervisors on June 23, 2016.

  • B. The percentages or ranges of employees, director’s compensation as stated in the Company's Articles of Incorporation:

  • (1) Article 25 of Articles of Incorporation

When allocating the net profits for each fiscal year, the Company shall set aside 0.05% to 0.5% of the balance of pre-tax profit prior to deducting employees’ compensation as compensation of employees. However, the Company's accumulated losses shall have been covered. The resolution of employees’ compensation is pursuant to Article 235-1 of the Company Act.

  • (2) Article 26 of Articles of Incorporation

Where there is surplus of the annual final account, when allocating the net profits for each fiscal year, the Company shall first pay its income tax and offset its prior years’ accumulated losses and set aside 10% legal capital reserve and special earning reserve as necessary followed by the dividend. For remaining surplus incorporated with the accumulated earning in previous years, the Board of Directors shall prepare the proposal concerning the appropriation of net profits and submit the same to the shareholders’ meeting for resolution.

  • (3)The Company's employee compensation policy follows the spirit of corporate governance which shall both stimulate the performance of employee while not diluting capital to protect existing shareholders. All the employee compensation is distributed in the form of cash.

  • C. The accounting treatment of the discrepancy between the actual distributed amount and the estimated figure for the current period:

The accrual basis for employees' compensation and remuneration of Directors' shall be based on relevant regulations, Articles of Incorporation, and past experiences. The difference, if any, between actual distribution and estimated amount will be included in the profit or loss in the following fiscal year based on relevant accounting principles.

  • D. Distribution of 2019 Compensation Approved by the Board of Directors:

The Board Meeting of March 18, 2020 approved:

  • (1)The amounts of employees’ cash compensation are NT$24,588,045; Stock compensation is NT$0.The above amounts are in line with the estimated amount.

  • (2)Share amount of employees’ stock compensation is 0, percentage of the share amount to that of all stock dividends are 0%.

115

  • E. Distribution of 2018 Compensation of Employees, Directors and Supervisors(with an indication of the number of shares, monetary amount, and stock price, of the shares distributed) and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.:

The Board Meeting of March 20, 2019 approved:

  • (1)The actual amounts of employees’ cash compensation are NT$57,878,571, stock compensation is NT$0, Directors’ compensation is NT$0.

  • (2)Actual share amount of employees’ stock compensation is NT$0, percentage of the share amount to that of all stock dividends are 0%.

  • (3)The actual amount of employees’, Directors’ compensation is consistent with the amount approved by the Board of Directors.

4.1.9 Repurchase of Common Stock: None

116

4.2 Corporate Bonds

4.2 Corporate Bonds 4.2 Corporate Bonds
Corporate Bond Type 3rd domestic unsecured corporate bond for 2012
Issue date 2013.02.25
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$2,400,000,000
Tranche B: NT$3,600,000,000
Coupon rate Tranche A: 1.36% p.a.
Tranche B: 1.50%p.a.
Tenor Tranche A: (7 years) Maturity: 2020.02.25
Tranche B: (10years) Maturity: 2023.02.25
Guarantee agency None
Consignee Trust Department of Bank of Taiwan
Underwritinginstitution None
Certified lawyer Lin Jhih-Jhong
CPA Wu Chiu-Hwa、Astor Kou
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$3,600,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating of corporate bonds
Taiwan Ratings
Date rated: February 04, 2013
Ratingoutcome: tw AA-
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

117

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2013
Issue date 2013.08.05
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$3,100,000,000
Tranche B: NT$4,600,000,000
Tranche C: NT$1,900,000,000
Coupon rate Tranche A: 1.40% p.a.
Tranche B: 1.45% p.a.
Tranche C: 1.55%p.a.
Tenor Tranche A: (4 years) Maturity: 2017.08.05
Tranche B: (5 years) Maturity: 2018.08.05
TrancheC: (7years)Maturity:2020.08.05
Guarantee agency None
Consignee Trust Department of Bank of Taiwan
Underwritinginstitution None
Certified lawyer Lin Jhih-Jhong
CPA Wu Chiu-HwaAstor Kou
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$95,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating of corporate bonds
Taiwan Ratings
Date rated: April 22, 2013
Ratingoutcome: tw AA-
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

118

Corporate Bond Type Corporate Bond Type 2nddomestic unsecured corporate bond for 2013
Issue date 2013.12.18
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$6,200,000,000
Tranche B: NT$4,200,000,000
Coupon rate Tranche A: 1.98% p.a.
Tranche B: 2.08%p.a.
Tenor Tranche A: (10 years) Maturity: 2023.12.18
Tranche B:(12years)Maturity: 2025.12.18
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution None
Certified lawyer Lin Jhih-Jhong
CPA Wu Chiu-HwaPeggyChen
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$10,400,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating of corporate bonds
Taiwan Ratings
Date rated: November 05, 2013
Ratingoutcome: tw AA-
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

119

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2014
Issue date 2014.06.24
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Totalprice NT$10,000,000,000
Coupon rate 2.04%p.a.
Tenor 15 years Maturity: 2029.06.24
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution None
Certified lawyer Lin Jhih-Jhong
CPA Wu Chiu-HwaPeggyChen
Repayment method The Company will redeem the bond in 50% of the
face value, respectively, at the end of the 14thand
15th year
Outstanding principal NT$10,000,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating of corporate bonds
Taiwan Ratings
Date rated: March 27, 2014
Ratingoutcome: tw AA-
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existing shareholders’equity
None
Transfer agent None

120

Corporate Bond Type Corporate Bond Type 2nddomestic unsecured corporate bond for 2014
Issue date 2014.11.11
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$3,500,000,000
Tranche B: NT$1,500,000,000
Coupon rate Tranche A: 1.45% p.a.
Tranche B: 1.93%p.a.
Tenor Tranche A: (5 years) Maturity: 2019.11.11
Tranche B:(10years)Maturity: 2024.11.11
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution None
Certified lawyer Lin Jhih-Jhong
CPA Wu Chiu-HwaPeggyChen
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$1,500,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating of corporate bonds
Taiwan Ratings
Date rated: September 11, 2014
Ratingoutcome: tw AA-
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

121

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2016
Issue date 2016.08.16
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Totalprice NT$5,000,000,000
Coupon rate 0.68%p.a.
Tenor 5 years Maturity: 2021.08.16
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution Yuanta Securities Co.,Ltd
Certified lawyer Lin Jhih-Jhong
CPA SinneyKuoWinston Yu
Repayment method The Company will redeem the bond in 50% of the
face value, respectively, at the end of the 4thand
5th year.
Outstanding principal NT$5,000,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
ratingof corporate bonds
None
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

122

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2017
Issue date 2017.07.10
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$6,500,000,000
Tranche B: NT$3,000,000,000
Coupon rate Tranche A: 1.03% p.a.
Tranche B: 1.25%p.a.
Tenor Tranche A: (5 years) Maturity: 2022.07.10
Tranche B:(7years)Maturity: 2024.07.10
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution Yuanta Securities Co.,Ltd
Certified lawyer Lin Jhih-Jhong
CPA SinneyKuoWinston Yu
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$9,500,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
ratingof corporate bonds
None
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existing shareholders’equity
None
Transfer agent None

123

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2018
Issue date 2018.09.06
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$5,250,000,000
Tranche B: NT$3,050,000,000
Tranche C: NT$2,200,000,000
Coupon rate Tranche A: 0.83% p.a.
Tranche B: 0.91% p.a.
Tranche C: 1.07%p.a.
Tenor Tranche A: (5 years) Maturity: 2023.09.06
Tranche B: (7 years) Maturity: 2025.09.06
TrancheC: (10 years)Maturity:2028.09.06
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution Yuanta Securities Co.,Ltd
Certified lawyer Lin Jhih-Jhong
CPA SinneyKuoWinston Yu
Repayment method the Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$10,500,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating ofcorporate bonds
None
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

124

Corporate Bond Type Corporate Bond Type 1stdomestic unsecured corporate bond for 2019
Issue date 2019.06.17
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$1,700,000,000
Tranche B: NT$2,800,000,000
Tranche C: NT$1,800,000,000
Coupon rate Tranche A: 0.74% p.a.
Tranche B: 0.82% p.a.
Tranche C: 0.91%p.a.
Tenor Tranche A: (5 years) Maturity: 2024.06.17
Tranche B: (7 years) Maturity: 2026.06.17
TrancheC: (10 years)Maturity:2029.06.17
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution Yuanta Securities Co.,Ltd
Certified lawyer JerryHuang
CPA SinneyKuoWinston Yu
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$6,300,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating ofcorporate bonds
None
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

125

Corporate Bond Type Corporate Bond Type 2nddomestic unsecured corporate bond for 2019
Issue date 2019.10.15
Denomination NT$1,000,000
Issuingand transaction location Taiwan
Issueprice At full denomination
Total price Tranche A: NT$1,900,000,000
Tranche B: NT$2,500,000,000
Tranche C: NT$700,000,000
Coupon rate Tranche A: 0.71% p.a.
Tranche B: 0.75% p.a.
Tranche C: 0.84%p.a.
Tenor Tranche A: (5 years) Maturity: 2024.10.15
Tranche B: (7 years) Maturity: 2026.10.15
TrancheC: (10 years)Maturity:2029.10.15
Guarantee agency None
Consignee Trust Department of Mega International
Commercial Bank
Underwritinginstitution Yuanta Securities Co.,Ltd
Certified lawyer JerryHuang
CPA SinneyKuoWinston Yu
Repayment method The Company will redeem 50% of the principal at
one year before maturity and redeem the rest 50%
at maturityfor each tenor
Outstanding principal NT$5,100,000,000
Terms of redemption or advance repayment None
Restrictive clause None
Name of credit rating agency, rating date,
rating ofcorporate bonds
None
Additional
rights
As of the printing date of this
annual report, converted amount
of (exchanged or subscribed)
ordinary shares, GDRs or other
securities
None
Issuance and conversion
(exchange or subscription) method
None
Issuance and conversion, exchange or subscription
method, issuing condition dilution, and impact on
existingshareholders’ equity
None
Transfer agent None

126

4.3 Status of Preferred Stock: None.

4.4 Issuance of Global Depositary Receipts: None.

4.5 Status of Employee Stock Options: None.

  • 4.6 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

4.7 Financing Plans and Implementation

4.7.1 Finance Plans:

For each uncompleted public issue or private placement of securities, and for such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: None.

4.7.2 Implementation:

Capital received from previously-issued corporate bonds has been fully executed according to the required procedures: None.

127

V. Operations Overview

5.1 Business Content

5.1.1 Business Scope

  • 5.1.1.1 Main Business Operations

  • C301010 Yarn Spinning Mills

  • C302010 Knit Fabric Mills

  • C303010 Non-woven Fabrics Mills

  • C305010 Printing, Dyeing, and Finishing Mills

  • C601040 Processed Paper Manufacturing

  • C601990 Other Paper Products Manufacturing

  • C801010 Basic Industrial Chemical Manufacturing

  • C801020 Petrochemical Manufacturing

  • C801060 Synthetic Rubber Manufacturing

  • C801100 Synthetic Resin & Plastic Manufacturing

  • C801110 Fertilizer Manufacturing

  • C801120 Manmade Fiber Manufacturing

  • C801990 Other Chemical Materials Manufacturing

  • C802041 Drugs and Medicines Manufacturing

  • C802120 Industrial Catalyst Manufacturing

  • C802170 Poisonous Chemical Material Manufacturing

  • C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing

  • C805010 Plastic Sheets, Pipes and Tubes Manufacturing

  • C805020 Plastic Sheets & Bags Manufacturing

  • C805070 Strengthened Plastic Products Manufacturing

  • C805990 Other Plastic Products Manufacturing

  • C901020 Glass and glass made products manufacturing

  • C901060 Refractory Materials Manufacturing

  • CB01010 Machinery and Equipment Manufacturing

  • CB01030 Pollution Controlling Equipment 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

128

  1. E603050 Cybernation Equipment Construction

  2. E604010 Machinery Installation Construction

  3. EZ15010 Warming and Cooling Maintenance Construction

  4. H701020 Industrial Factory Buildings Lease Construction and Development

  5. H701040 Specialized Field Construction and Development

  6. I199990 Other Consultancy

  7. ID01010 Metrological Instruments Identify

  8. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified

  9. J101030 Waste Clearing

  10. J101040 Waste Disposing

  11. J101050 Sanitary and Pollution Controlling Services

  12. J101060 Wastewater (Sewage) Treatment

  13. CE01021 Metrological Instruments Manufacturing

  14. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

  15. Other business operations of subsidiaries including plastics, electronics, chemical, textile fiber, investment and etc.

129

5.1.1.2 2019 Business Distribution

Amount: NT$ thousands

Product Name Unit Volume Amount
Flexible PVC Film Ton 104,530 6,900,551 2.41
PVC Leather Thousand
Yard
24,540 2,996,160 1.05
Rigid PVC Film Ton 134,610 8,170,411 2.85
PU Synthetic Leather Thousand
Yard
13,079 1,917,804 0.67
Plastic Doors and Windows Ton 22,347 4,561,008 1.59
Rigid PVC Pipe Ton 124,041 5,600,558 1.96
Film Products Ton 30,704 2,262,524 0.79
Plasticizer and THPA Ton 322,998 11,428,993 3.99
PA Ton 110,303 3,131,568 1.09
BPA Ton 360,924 13,964,330 4.88
1,4BG Ton 43,027 2,144,358 0.75
EG Ton 1,760,531 30,699,552 10.72
Copper Clad Laminate Thousand
Sheet
52,899 26,609,055 9.29
Epoxy Resin Ton 348,764 26,508,047 9.26
Glass Fabrics Thousand
Meter
208,336 5,147,019 1.80
Copper Foil Ton 40,621 12,436,485 4.34
Printed Circuit Board Thousand
SFT
18,279 31,093,989 10.86
Glass Yarn Ton 40,541 1,678,544 0.59
Polyester staple fiber, filament, fabric Ton 1,088,082 49,536,298 17.30
PET Film Ton 58,166 4,205,595 1.47
Others 35,310,210 12.34
Total 286,303,059 100.00

130

5.1.1.3 Current Products

  • (a) Plastic processing products: flexible PVC film, PVC leather, rigid PVC film, PP synthetic paper, metallized film, A-PET film, Synthetic Material, PU synthetic leather, Non-woven, Optical film, TPU leather (film), plastic doors and windows, SMC doors, sound absorbing materials, hard tubes, film products, profile extrusion products, injection products, plastic floor tiles, hard boards, PVC plastic pellets, PP synthetic paper, engineering plastic pellets, UP resin, etc.

  • (b) Plastic raw materials: ethylene glycol, plasticizer, Bisehnol A, butylene glycol, tetrahydrofuran, phthalic anhydride, 2-Ethylhexanol, etc.

  • (c) Electronic materials: Copper clad laminate, prepreg, copper foil, epoxy resin, electronic-grade and industrial-grade glass fiber cloth, LCD display, touch panel, capacitive circuit board, printed circuit board, and glass fiber filament.

  • (d) Polyester products: Spinning-grade Virgin & recycled PET Resins, Spinning-grade Bio-base PET resins, Bottle-grade virgin PET resins, Bottle-grade Antimony free PET resins, Bottle-grade Bio-base PET resins, Staple fiber of virgin & recycled, Full drawing yarn of virgin & recycled, Partial orientation yarn of virgin & recycled, Draw texturing yarn of virgin & recycled ,Yarn dyed, Industrial yarn, polyester film, and release film.

  • (e) Electromechanical engineering: plastics, polyesters, chemicals, electronics engineering design and supervision, switchgear, cast resin transformer, vacuum contactor switchgear, steam and electric common fluid.

  • 5.1.1.4 New Product Development Plan

  • Development antifouling and antibacterial products , new automotive interior products, automotive coating film, quantum dot film, PP environmental protection decoration material, 5G copper foil substrate heat-resistant cushion, aluminum plastic film, fireproof material, high value synthetic products, PE pipe for underground fire protection service, UL-651 PVC pipe for conduct, cling film for long-term preservation of fruit and vegetable, long-fiber reinforced thermoplastic engineering plastic pellets, high-frequency low-dielectric copper clad laminate, microwave wave copper clad laminate, hydrocarbon copper clad laminate, Interposer high-end mobile phone copper clad laminate, mid/low loss and very low loss clad laminate, bismaleimide resin, flame retardants containing P-N, 50~90µm high strength thin fiberglass cloth, low dielectric 20~90µm fiberglass cloth, copper foil for ultra-high frequency substrate, ultra-thick copper foil with low roughness, high tensile strength copper foil for lithium ion battery, new generation high-grade circuit boards, low cost and high efficiency bottle-grade resins contains titanium catalyst, Bottle-To-bottle PET resins, develop decolorization technology of recycled textiles, high brightness and fast reheat PET bottle resins, PET resins for cosmetic container with high transparency & thickness, bio-based PET resins for textile or bottle uses, PE/PP low melt fiber, black low melt fiber, diversified recycled filament, ocean recycled filament diverts waste bottles, textile recycled filament, TPU filament, develop doped dyed filament with low wear rates against yarn guide, develop high tenacity yarns for air bag, UL VTM-0 flame retardant white film, and high-clarity energy-saving gray tone transparent film for vehicle front windshield.

5.1.2 Industry Overview

The current situation and development of the industry, the correlation between the upper stream, middle and the downstream of the industry, the various product development trends and the competitive situation:

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The company's main products are divided into five major industries, namely plastics, chemicals, electronic materials, polyesters, and electromechanical engineering, which are described as follows:

  • 5.1.2.1 Plastic Industry

  • (a) Industry Overview:

  • The China-US trade war has eased after the G20 summit, and the economy has stabilized slightly after the implementation of a number of tax abatement and fee reduction policies in the China. However the overall international market is all of variables. Started from the second quarter of 2019, US turned the tariff barrage toward EU, India and Mexico. In addition, the trade friction between Japan and South Korea caused by forced labor compensation issues during World War II and the Italy debt crisis made the economic downturn in Europe. Coupled with the effect of COVID-19, by far the observation of the global economic growth rate should be conservative and the overall market consumption power will decline.

  • (b) Industrial Development:

  • In response to the competition from the China, the Company is currently actively promoting process optimization, introducing AI artificial intelligence, each plant actively promotes thorough improvement of basic management, automation improvement and process optimization, upgrading software and hardware, improving production efficiency and product quality, and implementing a circular economy to reduce production costs and raise the competitiveness. In addition, the Company develops various differentiated and high value products, actively expands the market and increases market share. From three aspects of production, development and business, the Company constructs a golden triangle of operation, analyzes the development trend of industry to implement the forward-looking business strategy.

  • (c) Relevance of industry upper stream, middle and lower streams (using film and rubber as an example)

PU resin PU synthetic leather
Plastic powder Rigid PVC film
Flexible PVC film
PVC leather
Stabilizer
Flexible PVC film
PVC leather
Plasticizer
  • (d) Development Trends and Competitive Situations:

  • The Company has plants and offices in Taiwan, China, Vietnam, Indonesia, and the United States to supply customers with the goods they need. Besides the upstream raw materials provided by internal supply within the Company, the Company also satisfies customer needs by excellent designs from creative design center. By providing the most fashionable style to the customers, the Company has its competitive market advantage.

To improve overall operating performance, the Company strengthens cross-sector integration marketing, integrate three major categories of products including medical, building materials, and automotive, plan joint research and development

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of medical products with the plastic industry technology development center; plan to visit major China customers and large builders to expand building materials products and arrange visit to the Essen International Modified Cars and Accessories Exhibition to expand domestic and overseas vehicle products.

The establishment of "Nan Ya Internet Shopping Mall" provides overall product solutions and visitor-related service information to increase visitor views and customer inquiry rates. The Company also integrates marketing websites such as ice-cooled thermal insulation paper, special film, building materials, medical products, etc. and links application websites of domestic and overseas, so that consumers can systematically search for products they need, increase online visibility, enhance brand image, and establish complete marketing link.

5.1.2.2 Chemical Industry (taking ethylene glycol products as an example)

(a) Industry Overview:

In 2019, the global polyester production capacity still grew by 5.5%, which made the demand for ethylene glycol grow steadily. The global capacity requirements for ethylene glycol are as follows:

Year
Items

2017
2018 2019 2020
(Estimated)
Global Production
Capacity (thousand tons)
31,692 33,506 35,751 40,748
Global Demand
(thousand tons)
27,650 29,200 30,800 31,204
Capacity Utilization (%) 87.2 87.1 86.2 76.6

(b) Industrial Development:

Started from the second half of 2018, the production of ethylene glycol in China has increased and the price has begun to decline. In 2019, as the new ethylene glycol plants in China and US continue to put into production, the market competition becomes more intense.

(c) Correlation between Upstream, Midstream, and Downstream of the Industry

The main raw material of monoethylene glycol (MEG) is ethylene, and the upstream raw materials of ethylene are light oil and crude oil. Therefore, the fluctuation of international oil price will affect the price of raw material ethylene. Monothylene glycol (MEG) and pure terephthalic acid (PTA) are the main raw materials of polyester fiber, which is in turn the raw material of downstream textile products. Therefore, the seasonal demand of the market of textile, yarn and cloth will directly affect the price of ethylene glycol.

==> picture [402 x 84] intentionally omitted <==

----- Start of picture text -----

Light oil Ethylene Monoethylene
Crude oil Glycol Polyester
Textile
Fiber
Pure Terephthalic Product
Acid
----- End of picture text -----

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  • (d) Development Trends and Competitive Situations:

It is estimated that the global demand for ethylene glycol in 2020 will increase by 1.3% compared with 2019 and the production capacity of ethylene glycol will increase by 13.9%. Due to the China-US trade war, the expectation of China economic slowing down affects the slide down export of clothing. Besides, as the refining and chemical plant in China such as Hengli and Zhejiang Petroleum & Chemical, etc. started to put into production in early 2020, the sharp increase in ethylene glycol supply causing the price drops. China is the main market for ethylene glycol in the world. In 2019, the Company supplied 1.12 million tons of its imports, accounting for 11.3%. It is estimated that the import of ethylene glycol in 2020 will be 9.30 million tons. The Company's ethylene glycol products compete with large-scale ethylene glycol manufacturers such as SABIC and MEGlobal. Due to the geographical location, the supply can be delivered quickly and on time to all major ports along the Chinese coast. The excellent quality also ensures the trust of long-term customers, therefore holding a more competitive stance.

  • 5.1.2.3 Electronic material Industry

  • (a) Industry Overview:

In response to the rapid transmission of large amounts of data, the requirement for high-frequency and high-speed equipment is an important key to the development of electronic materials. The company has actively deployed in niche products such as high-frequency low-dielectric copper clad laminate, IC substrate, high-density interconnect, vehicle copper clad laminate, microwave copper clad laminate, hydrocarbon copper clad laminate, ultra-fine glass fibers, low-dielectric ultra-thin fiberglass cloth and copper foil for ultra-high frequency substrate. In 2019, the demand for terminal applications such as network communication, high level HDI, automotive electronics and smart home appliances kept growing. In 2020, the Company will continue to develop application markets in fast-growing automotive electronics, high-efficiency computing, internet of things and communication networks. Due to the lower technology threshold and the encouragement of China policy, general circuit has many manufacturers and its price competes fiercely. The same industries often expand their production capacity, through economics of scale reduces their production cost to maintain their profit, causing the whole market oversupply and the average price of general circuit keep dropping. But the automotive electronic and network communication are niche market, their application products have better profit so it is the target that general circuit suppliers want to cut in. On the other hand, the demand of personal laptop and consumer electronic are weak, the sales of smart mobile device slowdown and their average prices keep dropping causing the relevant application of IC substrate facing price pressure. Now the IC substrate manufacturers act in concert with the trend of terminal market and actively cut in markets with growth potential such as artificial intelligence, high-efficiency computing and 5G network communication products to improve their profit.

  • (b) Industrial Development:

  • As the global board production focus gradually shifted to China, domestic players have actively integrated cross-strait scale in recent years. The Company has vertically integrated electronic materials plants in Kunshan for electronic materials, including glass fiber, fiberglass cloth, copper foil, epoxy resin, copper foil substrate and circuit board, etc. The Company also plans to continue the expansion of the copper foil substrate pant II and the fiberglass cloth plant in Huizhou, which will drive revenue and profit growth.

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(c) Correlation between Upstream, Midstream, and Downstream of the Industry

==> picture [398 x 176] intentionally omitted <==

----- Start of picture text -----

ECH Copper Foil
Copper Clad
Laminate
Printed
BPA Epoxy Resin Circuit
Board
Prepreg
Glass Epoxy Fiber
Fiber Cloth
----- End of picture text -----

  • (d) Development Trends and Competitive Situations:

  • Electronic products use 5G, artificial intelligence, cloud server and automotive electronics as the force for future growth, and various printed circuit boards and copper foil substrate manufacturers continue to invest in high-end products. High-end products require corresponding raw materials, such as ultra-fine glass fiber, ultra-thin fiberglass cloth, and low-edge copper foil. The Company has also completed relevant deployments and has better competitiveness in terms of cost, materials and quality. On the other hand, due to the trend of the terminal electronics products of general circuit remain light, thin, short and tiny, the general circuit keeps develop toward multi-layer and fine-line. But the same industries often expand their production capacity, through economics of scale reduces their production cost to maintain their profit, causing the whole market oversupply and the average price of general circuit was under attach. Besides, the smart phone market grew rapidly in the past, many manufactures expanded their HDI production capacity to strive the business opportunities, causing the oversupply of HDI and the price kept dropping. In addition, due to the rapid change of semiconductor package technology, the usage amount of mobile device applicant IC substrate gradually decrease. The IC substrate aggregate market is now under the circumstances of the supply remain the same while the demand shrinks, the fiercely price competition causing the price of mobile device applicant IC substrate drops. Along with the recent rises of new fields such as artificial intelligence, high-efficiency computing and 5G network communication, the demand of relevant IC substrate has grown which leads to the tight supply of certain IC substrate.

  • 5.1.2.4 Polyester Industry

  • (a) Industry Overview:

  • Affected by the China-US trade war in 2019, the global economy slowed down and consumption power weakened. Downstream customers continued to wait and see, with a low capacity utilization rate and new polyester production capacity in mainland China continued to expand and grabbed market at low prices. The sales volume and profitability of our polyester product failed to maintain growth. Besides, the large-scale chemical fiber plants in mainland China are integrated in refining and chemical, with vertical integration, large scale, and low cost, the competition will become more intense in the future.

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China's polyester filaments are mainly direct spinning, in order to master raw materials and reduce costs, China keeps expanding production capacity and developing upstream. In addition, due to the domestic demand market cooling down and economic growth slowing down, all major manufactures are expanding towards export, meanwhile domestic sales are promoted at preferential prices to reduce production capacity. Owing to the stable economic and job market of the US, the increase in consumer spending power, and the Trump government advocates protection for US industries from unfair competition, the demand of polyester products are stable, leading the revenue of US Plant continues to grow. The general spec of polyester film is under fierce competition due to the low-price competition in China and oversupply. Only by continuously developing differentiated products can the Company avoid the competition in mainland China. On the other hand, the demand of release film will grow slowly due to the laminated ceramic capacitors are affected by China-US trade war.

  • (b) Industrial Development:

The production capacity of polyester continues to grow. The global capacity of polyester in 2019 was 115.72 million tons, increase by 2.95%, capacity utilization rate 71.4%, reaching a recent high.

China's total polyester production capacity in 2019 was 72.15 million tons per year, increasing by 3.5% from 2018. Both production capacity and the product quality are rapidly improved and the development abilities of differentiated products are enhanced, leading the competition become fiercer. China’s percentage of polyester filament is 58%, and the capacity utilization rate is 80%-85%; its quality of polyester filament products has been improved rapidly and the development ability of differentiated products has increased. In response to the environmental protection trend, the bottle recycled products have been put into production since 2019 to expand the market and sell at competitive price. On the other hand, the total polyester production capacity of the US was 5.19 million tons in 2019. PET resin accounted for 63% of the US, and its capacity utilization rate was above 80%. Due to rising wages in Asia, brand owners of garments are returning to Central America for production, leading to an increase in the growth of the US domestic textile industry and demand for polyester fiber. Besides, Toray Group will add a set of polyester release film production line in Japan and South Korea respectively. In addition, to fulfill the 5G era and to meet growing demand of laminated ceramic capacitors coating released firm, Toyobo Co. Ltd. in Japan merged the polyester film division of Teijin Limited in October, 2019.

  • (c) Correlation between Upstream, Midstream, and Downstream of the Industry The main raw materials for polyester products are ethylene glycol (MEG) and pure terephthalic acid (PTA). And downstream are categorized by different uses of product, the bottle chips are made into food and beverage packaging materials; the filaments and stable fiber were the raw material of woven, dyed, garments etc. Besides, to the different functional needs of garments, trends to a small quantities of diversification.

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==> picture [418 x 174] intentionally omitted <==

----- Start of picture text -----

Polyester Staple Fiber
Polyester Chips
PTA、MEG Polyester POY
Polyester Textured Yarn
Polyester Fully Oriented Yarn
PET Film
----- End of picture text -----

  • (d) Development Trends and Competitive Situations:

  • The production focus of domestic downstream manufacturers have shifted to Southeast Asian countries, resulting in oversupply of polyester products and price competition. The company continues to develop and promote high value products,

  • especially for the promotion of yarn made from PET bottle recycled yarn staple fiber chip , and diversify the market to reduce the impact and increase the operating rate. The PET bottle market faces keen competition as the new global production capacity continues to grow. The Company continues to increase exports to Japan and fought for domestic customers at the same time to increase sales and achieve full-scale production and sale. With the continuous increase of production capacity of polyester products in mainland China and the volume wins and the competition is fierce. To increase the profits, Kunshan Plant actively expands the differentiated products, seize the advantages of bottle recycled silk and particle spinning meanwhile expand the sales volume of color silk, knitted fabric and PET recycled products. On the other hand, the demand of US brand customers for yarn, staple fiber, and resins made from recycled PET increases day by day, so the US Plant will continue to adapt equipment to increase the supply of recycled products and insure profitability.

  • 5.1.2.5 Electrical and Mechanical Engineering (taking switchboards as an example)

  • (a) Industry Overview:

Due to the low technology threshold of switchboard in Taiwan, there is a large number of competitive peers and limited market demand. In light of Japan will host the Tokyo Olympics and the economic development of Southeast Asian countries, their basic electricity construction demand are larger, the switchboard manufactures joint Formosa Heavy Industries Corp. and other companies in the industry to jointly contract export orders from Southeast Asia, Japan, etc. And the subsidiaries in China are developing the components and system integrators of China to continuously reduce the cost of the main and adjunct materials.

  • (b) Industrial Development:

  • Besides continuing introducing “wireless temperature detector”, “partial discharge monitor” and “smart relay”, etc., the switchboard division improves the real time monitor function of the functioning switchboard, establishes statistic storage and analyst work and manages equipment maintenance to make the switchboard achieve the goal of “differentiation” and “high value”. In respond to the trend of the application of electric storage to solar energy and wind energy, the Company

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co-develop the electric storage system with Formosa Plastics Transportation Corp. to expand the market of green power storage.

  • (c) Correlation between Upstream, Midstream, and Downstream of the Industry Upstream: metal materials such as copper, iron, aluminum, and insulating materials such as plastics and resins.

Midstream: transformers, ratio converters, circuit breakers, wire and cable, and various types of controllers.

Downstream: switchboard and overall distribution power system.

  • (d) Development Trends and Competitive Situations:

  • Taiwan's parent company specializes in development of new products and new technology. The subsidiaries in China reduce the cost of the main and adjunct materials, develop differentiated products, consolidate the domestic market, cooperate the technology with international manufacturers, jointly fight for orders and promote the transformers market in Japan and the electric system of Southeast Asian exporting market to expand the order sources.

5.1.3 Overview of Technology and R&D:

The research and development total expenses for the fiscal year ending on March 31st, 2020 is NT$ 2,024,723,000. Successfully developed technologies or products and future research and development plans for the following years are as follows:

5.1.3.1 In 2019 and up to March 31, 2020 the R&D expenses are as follows:

Unit: NT$ thousands

Unit: NT$thousands
2019 As of March 31,2020
1,717,682 431,199

5.1.3.2 Technologies or products developed successfully:

  • (a) Plastic products:

Ice cool S insulation film, outdoor workstation temperature-resistant tape, heat-resistant environmental protection wall covering, MARCO printed wallpaper, flame-resistant and smoke-proof for cooling tower PVC film, easy-release mold PVC film, V-Type window film, A-PET conductive film, pipe clad fire barriers, polyester plasticizer, high-strength ester type thermoplastics urethane, vehicle leather high solid PU, etc.

For flexible and rigid PVC film, PVC leather, PU synthetic leather, etc., Taiwan plants have submitted a total of 10 patent applications for Taiwan patents, 7 of them have passed and rest of 3 are still under review. On the other hand, overseas plants filed a total of 29 patent applications for China patents, 6 from Huizhou Plant and 23 from Nantong Plant; 6 of them have passed and rest of 23 are still under review.

  • (b) Chemical products: None.

  • (c) Electronic material products:

High-frequency low dielectric materials, HDI halogen-free materials, halogen-free flip-chip carrier, MDI modify resin, water-based epoxy resin for explosion-proof motor anti-corrosion, water-based epoxy resin for automotive plastic bumper coating, 11µm ultra-thin fiberglass cloth, reverse treatment copper foil for high frequency substrates, thick copper foil for high electric current, 2-5 mm ultra-thin copper foil, high-capacity lithium-ion copper foil, and #900 Sizing Industrial Yarn to Reinforced Plastic.

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  • (d) Polyester products:

  • Heat resistant bottle grade Titanium catalyst pellets, deep dyed cation chemical recycled pellets, 2d bio-degradable low melt fiber, coffee ground recycled yarn, flame retardant and anti-dropping yarn, elastic polyester filament, differentiated hallow cross section yarn, heather yarn with relief, PET recycled polyester film, co-extraction film for laser, polyester release film for thinning polarizers, flame retardant white film in accordance with UL VTM-0, etc.

  • (e) Mechanical and electrical engineering:

  • The MVMSN 7.2kV VCS medium voltage switchboard has passed the CNS 15156 certification and obtained the type test report.

  • The 6.6kV 1500Kva wound core cast resin transformer has passed the type test certification from the Japan TAKAOKA chemical Co., LTD.

5.1.4 Short- and Long-Term Business Development Plans:

5.1.4.1 Plastic products

  • Long-term: Promote process optimization, develop high-value products, develop products that comply with environmental trends and functions, and use the local production advantages of the plants in Taiwan, China, Vietnam and the United States can effectively reduce production costs, improve market competitiveness. In addition, by strengthening online marketing and promoting integrated marketing, and breaking through the difficult situation of traditional industry, to obtain the Company's best interests, create a win-win goal for customers and the Company and actively explore market opportunities.

  • Short-term: In response to the factor of China-US trade war and the impact of COVID-19, we adjusted production and sales plans with solid golden triangle operation policy, promoted process optimization and AI data analysis to reduce cost and improve product competitiveness. In addition, to strive for the order transfer phenomenon caused by war trade and epidemic and to improve the overall operating performance, we enhanced the management of each plant and the market expansion of each business office

5.1.4.2 Chemical products

  • Long-term: (a) Ethylene glycol: The global polyester fiber grows stably. It’s estimated the demand of ethylene glycol will grow by around 3.5% per year in the future, especially in Asian area such as China and India will import ethylene glycol with the total amount exceed 10 million. The location of Mailiao ethylene glycol plant of the Company is close to the major ethylene glycol consumer markets in Asia, and ethylene glycol will still be profitable.

  • (b) Bisphenol-A: The quality of the bisphenol-A of the Company is good and with competitive price and can fully meet the needs of downstream domestic and foreign customers. At the end of 2019, the new manufactures of polycarbonate in China such as Hubei Ganning, Honan Puyang, etc. started to put into production and the production will become stable in 2020. Since the demand of bisphenol-A increased, the Company’s production line in Ningbo, China can supply nearby and the shortage can be supplied by Taiwan to maximize the Company’s profit.

  • (c) Plasticizers: China's environmental protection policy has become more stringent, and the public's awareness of environmental protection

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has been greatly enhanced, which has led to a decline in the use of the phthalate plasticizer DEHP. The Company's DOTP is an environmentally-friendly plasticizer product, which can replace DEHP and has been recognized by the Chinese market in terms of transparency, odor, product stability, and customer service.

  • Short-term: (a) Ethylene Glycol: Besides actively contacting and increasing the supply to large domestic customers, the Mailiao ethylene glycol plant continues to develop China’s new customers which have good reputation. Through long-term and stable supply to ensures the balance between production and sales. Now 60% of ethylene glycol products are supplied to the US fiber plant in Texas, and rest of them are supplied to local customers with stable profit.

  • (b) Bisphenol-A: Stabilize the supply of downstream manufactures, including the Epoxy Resin Plant of the Company, the invested Kunshan Epoxy Resin Plant in mainland China and the PC Plant of Formosa Petrochemical Corp. The remaining products are sold to domestic customers, including the PC Plant of Chi Mei Corp. In addition, the Company continues to export to customers of PC and epoxy in China, Japan and South Korea and actively develops the new customers in Europe, US and the Middle East to ensure the balance between production and sales.

  • (c) Plasticizer: The plasticizer plants continues to improve the process and eliminate the obstacles of production process. By using tools such as AI prediction modules, ASPEN, etc. to conserve water and energy, reduce the unit usage of material and energy, reduce production cost and improve competitiveness

5.1.4.3 Electronic materials products

  • Long-term: (a) Promote high-frequency low-dielectric copper clad laminate, HDI materials, servers, switch, vehicle copper clad laminate, IC substrates, and buried antenna substrates, etc. And with the 5G infrastructure, the company develops products for base stations, automotive radars and RF components providing customers with stable and competitive sheet materials and increasing market share.

  • (b) Expanding the application fields of anti-corrosion coatings and composite materials, promoting niche products such as halogen-free environmentally friendly epoxy resins, heat-resistant phenolic epoxy resins, and water-based resins. Tapping into emerging markets such as Northeast Africa, Eastern Europe, and Central and South America, and expanding market share in industries including electronics, paint, wind power, civil engineering, and container coating in China.

(c) Continuous promotion for new products of fiberglass yarn and cloth and increase the proportion of differentiated and high value products. Through process optimization, equipment automation and the introduction of AI, improvement of yield and product quality, promotion of circular economic and various improvements of production progress to reduce cost, improve competitiveness. In addition, we will continue to develop new products and segregate the market.

(d) Through promoting the mass production of differentiated products such as thick copper foil, copper foil for high-frequency substrates, ultra-thin copper foil, etc. to increase the proportion of differentiated copper foil. Besides, the Company continues to establish the mass

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production technology of lithium-ion copper foil, develop new lithium-ion copper foil with high heat resistance and high strength, and promote the application of solid-state and high-capacity lithium-ion batteries to increase market share.

(e) The growth trend of the circuit board in the future is still mainly towards the application products of communication networks, high-efficiency computing and artificial intelligence. The Company adheres to the business philosophy of sustainable operation and continuous innovation and dedicates to the development of products and expansion of product capacity. In addition, we actively develop new customers and take the advantage of leading quality and technology as the axis of log-term business development.

Short-term: (a) Promote environmentally-friendly plates to meet environmental requirements, master industry development trends and accelerate new product development certification. Continue to reduce costs, and strive for copper foil substrate orders at a flexible price to increase sales.

(b) Actively promote high-resistance phenolic epoxy resin and water-based resins for the applications in high-end copper foil substrates, composite materials, PCB inks, and automotive plastic bumper coating etc. to increase market share, strengthen sales in the Chinese domestic market, and expand the market for wind power and automotive coatings. (c) Increase the sales of niche-type fiberglass yarn, optimize product portfolio, develop high quality customers, ensure full production and sales, increase spinning position in accordance with annual maintain, and develop multi-cakes bushing to increase the Company’s profit. Besides, according to the needs of customers, increase the supply of electronic fine yarn and fight for the industrial yarn orders of Europe, US, South Korea and India to maintain capacity utilization.

(d) Improve the quality, yield and sales volume of differentiated copper foil products, and strive to ensure full production and sales.

(e) Due to the upstream production process of semiconductor keeps shrinking and the end electric products keep develop toward micromation, the circuit board products will focus on technology improvement and potential customer development of high-density and thinning circuit board and IC substrate. In addition, the Company cooperates with the preference changes of customer toward end products, keeps adjusting product portfolio, accelerating the equipment improvement and production capacity expansion of high value products to improve the production value and profit.

5.1.4.4 Polyester products

Long-term: The production capacity of polyester in China continues to expand, the quality of polyester products is also improved, and the competition of the polyester industry will become more and more intense in the future. In long-term, the Company must keep integrating the production resources of Taiwan, US, Vietnam and China, accelerating the global layout and breaking through market segregation to obtain the maximum profit for the Company. The Kunshan Plant in China continues to cooperate with brand manufacturers to develop, adjust product portfolio, expands the sales volume of colored silk and recycled knitted fabrics, and increase the profits. The US plant continues to strive for orders from major brand manufacturers and cooperates with the development of PCR

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filament, recycled bottle chips and new products that meet green trends to increase sales and niche.

  • Short-term: Continue to promote the differentiated and high value products, through optimize production process to increase production volume and product quality, and reduce cost to increase competitiveness. In order to catch the trend of environmental protection, and to align with the plan of using recycled product from fashion brands and drink manufacturers, we actively promote PCR (post-consumer recycled) products. In addition, we promote functional and innovative product such as lumin max, UV CUT with anti-transparent, dark cool, heavy metal free, biodegradable, etc. to increase sales volume and profits. The Kunshan Plant in China seeks brand cooperation to expand sales of differentiated products, effectively exploit the advantages of grain spinning and expand the use of color yarns, and master the sales of recycled knitwear products. On the other hand, in order to reduce the cost and grabs the demand of vehicle cloth, we purchase yarn from other manufacturers to ensure the competitive advantage. Corresponding to the trend of textile orders returning to Central American, the US Plant actively takes orders to improve the Company's profits.

5.1.4.5 Mechanical and Electrical Engineering

  • Long-term: Continuous switchboard product innovation, quality improvement and cost control operations, strive for the trust of internal and external customers, develop power cloud monitoring system to segregate the market.

  • Short-term: Establish a supply chain system of excellent domestic and overseas material suppliers, continue to develop material counter-products, open up domestic and overseas markets, promote “wireless temperature detector”, partial discharge monitor”, etc., and enhance after sales service.

5.2 Markets and the Overview of Production and Sales

5.2.1 Market Analysis

5.2.1.1 Sales regions and market share for major products

Items
Primary products

Sales region
Domestic market share
Plastic products Taiwan, China, America,
Southeast Asia, Europe
Flexible PVC Film 46%, rigid PVC
film 50%, PP synthetic paper 60%,
PU leather 29%, Rigid PVC Pipe
63%
Chemical products Taiwan, China Bisphenol-A 60%,
ethylene glycol 35%
Electronic material
products
Asia, Europe, America,
China
Copper foil substrate 30%, epoxy
resin 63%, circuit board 44%
Polyester products Taiwan, China, Northeast
Asia, Europe, America
Polyester cotton 25%,
polyester yarn 24%,
polyester film 62%

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Items
Primary products

Sales region
Domestic market share
Mechanical and Electrical
Engineering
America, Southeast Asia,
Taiwan, China
Switchboard 22.1%

5.2.1.2 Please see Chapter 1. Letter to the Shareholders for information about the market's future supply and demand situation and growth, competitive niche and development prospects, unfavorable factors and countermeasures:

  • A. Plastic products

  • ① Market's future supply status and growth:

Affected by the China-US trade war, the US’s import cost from China increase. The Company continues to strive for the orders transfer from China competitors affected by the trade war and transfer to plants in US, Taiwan and Vietnam for production. Besides, we continues to develop various differentiated plastics products. On the other hand, to incentivize distributors around the world to expand actively, achieve performance goal, increase the market share and improve the performance growth, we will review and revise the incentives every year.

In response to changes in market demand and competition for peer-to-peer price cuts, we actively grasp changes in customer materials, adjust orders for maneuvering to ensure orders, strengthen the promotion niche and development of high-value products. In addition we review and improve the sales portfolio to improve the market competitiveness and profitability. Due to the increasing level of peers in the China, low-priced competition and some operators set up processing machines to supply materials, the market competition will be fiercer. Therefore, we actively develop products with characteristics of high growth, conform to environmental regulation, high value to establish the uniqueness of the products and separate the market from general products, prevent the competitors can from imitation and ensure the profitability of the Company.

  • ② Competitive Niche:

The Company has a global layout advantage to produce products that supply customers around the world within a short distance for Southeast Asia, Northeast Asia, America, and Europe to achieve a global layout.

The main raw materials are supplied by the Formosa Plastics Corp. or the Company, therefore the source and the quality of the material are stable. With the advantages of equipment for process optimization, AI data analysis, etc. and relevant technology, we can produce high value products.

The Chinese subsidiaries also have a complete management system and have obtained safety certification for the automotive industry. Their production and development capabilities are synchronized with the parent company in Taiwan and they can develop featured products that lead the industry.

In addition, China’s regulations of cessation of production toward high-polluted company has become stricter day by day. Aside from increasing the investment of environmental protection equipment in China’s subsidiaries, the Company actively invests high standard

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environmental protection equipment giving us the competition advantage of sustainable economic and environmental protection production.

  • ③ Favorable factors affecting the Company's development prospects:

In response to the rapid global trend towards diversification and large-scale customized manufacturing, the company actively promotes process optimization, upgrades software and hardware, improves production process, and finds out the optimal process parameters to improve performance. In addition, the Company continues to introduce automation, and computerization equipment, improve overall production capacity, collect and analysis complete data, and optimize relevant conditions of the production process to improve production efficiency and reduce cost.

The company has a complete set of equipment, coupled with years of experience and a strict quality management system. It can provide the quality and service that meet the customer's satisfaction. The strong R&D team can better meet the needs of customers by developing products with special functionality and in accordance with various international standards.

  • Unfavorable factors in the prospect of future development and countermeasures:

  • The China-US trade war and the epidemic of COVID-19 continue to affect the global economic growth, lower the consumption power and restructure the supply chain, etc. The Company will closely gasp the dynamics of raw material market and customers, use the internet marketing, integrate the resources of domestic and overseas business offices to expand the market, strive for orders and ensure business performances.

As the plastics industry is quite mature, the competitors imitate similar products mutually. On the other hand, the environmental protection regulations have become stricter in recent years, some products are gradually replaced by non-PVC materials. Therefore, the Company keeps optimizing the production process, improving product quality and developing products made from environmental protection material to reduce the cost and meet the quality standard. In addition, we promote internet marketing, increase online visibility and enhance brand image to strive for international customers’ orders.

Along with the economic development growth of China, the labor cost continues to increase, causing the foreign companies to transfer the investment to low-cost labor areas in Southeast Asia. In addition, the Vietnam Plants will take the advantage of ASEAN and other duties preferences, keeps developing new products to attract domestic and overseas customers, expands Southeast Asia market and strive for customers’ order.

  • B. Chemical products

  • ① Market's future supply status and growth:

    • As the polyester industry in China continues to expand this year, the demand for ethylene glycol is still growing. The annual production capacity of Bisphenol-A products from 2019 to 2022 in the world increased by an average of 490,000 tons/year (an increase of 6.2%) and the demand increased by 180,000 tons/year (an increase of 2.8%). The increase in production capacity will be greater than the increase in demand

144

in the future and the market competition is expected to be fierce. On the other hand, there will be no additional production capacity of plasticizer after 2020, but the demand will increase along with the economic growth. It is expected that the global demand will increase from 6.23 million tons/year to 6.67 million tons/year from 2019 to 2022; the compound growth rate is 2.3%.

  • ② Competitive Niche:

Ethylene glycol products are stable in terms of raw material supply in the enterprise. Production process and energy improvement continues to be carried out so that lower production costs can be the competitive niche. The raw materials of Bisphenol-A include phenol and acetone are completely supplied by Formosa Plastics Corp., the quality is stable and most of the finished products are also supplied to the PC plant or epoxy resin plant in Formosa Plastics Corp., the products are vertically integrated as a competitive niche. On the other hand, DEHP and DINP are gradually replaced by environmental protection plasticizer such as DOTP and hydrogenated plasticizer. Since the demand of environmental protection plasticizer has grown significantly. It is estimated that after the expansion of refining and chemical in China begins to put into production, the production capacity of PTA, the material of DOTP, will increase significantly, causing the price to bearish. Therefore, the operating status of DOTP will become better and that is our competitive niche.

  • Favorable factors affecting the Company's development prospects:

  • The quality of the products is affirmed by the customers and long-term supply contracts are signed with the customers, thus the production and sales are stable.

  • Unfavorable factors in the prospect of future development and countermeasures:

Due to the ethylene glycol production volume of China will increase, the market competition will be fiercer in the future. In addition, the BPA producers of ASEAN countries such as Singapore and Thailand have the edge of duty-free imports from China, therefore the Company needs to maintain great quality and increase contract supply volume to improve the market share and competitiveness.

  • C. Electronic materials products

  • ① Market's future supply status and growth:

    • In the future, market scale of artificial intelligence, high-efficiency computing, 5G network communication and 5G smart phones will continue to evolve, which is favorable to the demand of circuit board. On the other hand, due to the insufficient consumption power, the sales of automotive electronic has been weak since 2019 and the market variables increase. However, in medium and long term, it is expected to growth continuously. In addition, the trend of semiconductor consolidation remain unchanged, and along with the expansion of its business scale, the customers’ bargain power has become stronger which will increase the cost pressure of circuit board manufactures. Therefore, aside from developing high value products and expanding the production capacity of high-end IC substrate to increase the profits and the market shares, the Company continues to promote project such as employment, materials, energy conservation, etc. to reduce production cost and improve the

145

business performance of the Company. The market of glass fiber yarn in China is oversupplied, coupled with the effect of COVID-19 epidemic, the demand is weakened.

  • ② Competitive Niche:

The Company's cross-strait layout has been completed gradually, and the upstream and downstream electronic materials have been vertically integrated. Besides masters the upstream substrate industry of the circuit board, the main raw materials of the circuit board, such as copper foil substrate, fiberglass cloth, glass fiber, epoxy resin, and copper foil are self-made to ensure a sufficient quantity and reliable quality. In addition, the flexible adjustment of production capacity, the balanced development of the products and other levels are improved significantly, therefore providing customers comprehensive circuit boards product demand. With quality rooted over years and technology abilities, the Company has the advantages of price and technology which are the competitive niche of the Company.

③ Favorable factors affecting the Company's development prospects: With automatic production equipment and a completely computerized system, logistics and information flow are combined to provide rapid production and delivery efficiency. Together with a strong R&D and after-sales service promotion team and a complete product portfolio, the needs of different customers can be met. A number of international certifications for product safety and system management has also been obtained. The Company is well-established on both sides of the strait, and has won recognition from the world's leading manufacturers in terms of quality, technology, and mass production capabilities. The Company is currently one of the world's few leading suppliers of all kinds of electronic materials. Furthermore, due to the Company cutting into the IC substrate market in an earlier and keeping accumulating development experiences of all kinds of products. With the excellent technology, quality, mass production ability and solid customer foundation, our customers are all world-renowned manufacturers and the products sells all over the world. Since our quality is deeply trusted by the customers, the customer relationship is good. Besides, we can meet the customers’ needs for product reliability and production capacity, therefore customers are willing to cooperate with the Company to develop new products which helps the Company to seize the business opportunity.

  • Unfavorable factors in the prospect of future development and countermeasures:

Electronic products continue to become lighter and smaller, and the industry continues to expand. The market will become increasingly competitive in the future. In addition, the environmental protection regulations of China are becoming stricter day by day. However, the Company can meet the environmental standards of China. Besides, the Company has the advantages of vertically integration of the upstream and downstream, excellent technology and quality. We keep cooperating with customers to develop all kinds of high niche products such as high-efficiency computing, network communication, new generation system in package substrate and high level car boards to response the growing demand driven by artificial intelligence, 5G communication, and advanced driver assistance system. Furthermore, we improve product

146

portfolio, strengthen market segregation and expands markets in China, Southeast Asia and Japan, to enlarge the market share and sales volume. In response to the declining usage of IC substrates in mobile device, Nan Ya PCB has closely collaborated with clients and will launch high-end IC substrates for HPC, 5G telecom equipment, 7nm graphic chips, and new generation system in package to lift the utilization rate and reach the goal of 100% production and sales. In addition, we continue to reduce power consumption and wastes, and procure recycling equipment to increase the waste water recycling ratio and decrease the volume of bio sludge to fulfill circular economy and corporate responsibilities.

  • D. Polyester products

  • ① Market's future supply status and growth:

The consumption of polyester products is growing by approximately 3.2% yearly. With the world's population growth and the change of lifestyle, polyester applications are becoming more widespread. The consumption of various types of polyester products will continue to grow steadily and the global polyester production capacity is estimated to reach 120.97 million tons in 2020. However, the increase in production capacity is greater than the growth rate of demand. The market competition will remain fierce. The new polyester capacity of China in 2020 is estimated to increase by 5.2% compared with 2019. Domestic demand slowed down and equipment utilization rate was only about 73%. In the future, the market will still be in a state of unbalanced competition between supply and demand. In the US market, there was no new capacity in 2019 and 2020. The overall equipment utilization rate remained above 80%. The market of general package and industrial polyester film are still in the situation of overcapacity. For high performance polyester products such as optical, photoresist coating, polarizer and high gas barrier transparent plating are controlled by manufactures with higher quality. The Company needs to expand high performance polyester products to avoid the dilemma of price cutting competition with China manufactures.

  • ② Competitive Niche:

The Company has obtained stable raw material supply from the enterprise; also, the technology is excellent, the equipment is automatic and the quality control is rigorous. We are a highly vertically-integrated manufacturer that develop differentiated products, adjust product structure and enhance products competitiveness. In addition, we can cooperate with the market and produce diversified, customized and functional products. The completeness and quality of product portfolio are both better than competitors. The quality of PET recycled products made by Kunshan Plant in China is stable. We actively develop differentiated products, adjust product structure, add the equipment of differentiated products to meet customer needs, and improve product market competitiveness in order to increase profits. The US Plant has diversified products with high quality, fast delivery, and continuous development of new products. The competitiveness in the US market is much higher than its peers.

  • ③ Favorable factors affecting the Company's development prospects: Since the Company has been continuously optimizing process coupled with self-sufficient raw materials, the production cost has been strictly controlled and reduced. In the future, aside from continuing strengthen management, the excellent R&D team will keep developing high value

147

products with the two major axes of function and environmental protection according to the characteristics such as small volume, large diversity and short term delivery of the textile industry. Meanwhile, we will strive to catch the business opportunities due to the China-US trade friction. Kunshan plant in China masters the advantages of granular spinning and cooperates with brand manufactures to develop PET recycled yarn, continuously develops multi-functional products, enhances product competitiveness and improves business performance. The US plant benefits from the government's protection of US industry policies and sanctions against unfair trade practices, the sales is smooth. Process optimization and environmental product development will continue to be carried out to increase profits.

  • Unfavorable factors in the prospect of future development and countermeasures:

Major polyester chemical fiber plants accelerate their development toward petrochemical refining industry. They master the upstream raw materials, and integrates vertically coupled with large scale and low cost given them a relatively competitive advantage. Taiwan's textile industry is export-oriented and when facing the current rapid changes and competition in global trade, aside from strengthening our ability of technology development and producing high value production, we need to respond quickly in accordance with changes in market demand and improve product structure to maintain the overall competitiveness of the industry. In addition to develop new products actively, the company can also use the layout across China, US, Taiwan, and Vietnam to optimize the distribution of resources according to market demand and maintain the best competitiveness in a highly competitive global market. China industry peers has begun to devote itself to the production and development of recycled silk. Besides increasing production and reducing costs, Kunshan Plant has actively expanded high-value products, segregated markets and enhanced product competitiveness. With the abundant low-price imported product, the PET chip of US plant will face a fierce competition in the future. To improve production capacity and profit, we will keep optimizing process and developing the bottle chips with 10%-25% recycled material.

  • E. Mechanical and electrical engineering

  • ① Market's future supply status and growth: Taiwan's parent company plans to strive for electrical distribution equipment of wind power and with the quality advantage of cast resin transformer to expand the market in Japan. The subsidiaries in China keep support the expansion and construction in China and Vietnam of the enterprise and strengthen the development of cooperation with Chinese-funded turnkey engineering companies to expand orders for Chinese customers.

  • Competitive Niche:

    • Corporate brand is conducive to the willingness of international manufacturers to cooperate with the Company and fight for the orders together. Through large scale procurement reducing the material cost, shorten the delivery time, make sure the product design and the quality of production process, and integrate enterprise resources to develop

148

differentiated products which is conducive to the promotion of high end projects.

  • Favorable factors affecting the Company's development prospects: Through technology cooperation with Fuji Electric Co., Ltd. to produce vacuum contactor switches (VCS) improves product quality; cooperation with Japan Takaoka to produce molded-type transformers enhancing equipment self-made ability. On the other hand, the South Asia countries such as Philippines are actively carry out basic electricity construction, the electric equipment market is expected to grow. With the overseas investment of the enterprise, it is beneficial to local Taiwanese business market.

  • Unfavorable factors in the prospect of future development and countermeasures:

  • To face the low investment willingness in Taiwan and low-price competition in the industry, the Company accelerates research and development of electricity monitoring new products and lower the production costs to obtain low-cost but high-quality components and semi-finished products. Due to the slowdown of the China economy, the subsidiaries of China will not only enhance expansion the orders of the expansion of Chinese-funded corporations but also develop the after-sales service orders to maintain the grow of the revenue.

5.2.2 Important Applications and the Production Processes of the Major Products

5.2.2.1 Major uses of the primary products

Product Name Important use
Flexible
PVC Film
Tape, floor tiles, wallpaper, labels, pools, transparent, raincoats,
insufflation, water beds, table mats, car, building materials etc.
PVC Leather Furniture, purses, clothing, footwear, raincoats, toys, vehicles,
gloves, boat products, etc.
Rigid PVC Film Vacuum forming, food packaging, credit card, floor tile fitting, wood
veneering, printing, stationery, electroplating, photo album, fold
molding, water tower plate, medicine packaging
PP Synthetic
Paper
Stationery, labels, advertising tags, cards, solar back panels, TPU
liners
A-PET Film and
Sheet
Food packaging, printing, stationery, folding, high frequency heat
sealing
PU Synthetic
leather
Shoes, vehicle interiors, furniture, 3C product covers, sports
equipment, yoga mats, abrasives, fireproof material, heat insulation
paint, resin etc.
POM doors and
windows
Energy-saving doors, windows and curtain wall for buildings

149

Product Name Important use
SMC fiberglass
door
SMC room door, fire door, entrance door
PEPA Synthetic
Paper
Advertisement printing, printing paper, label paper, stationery
Rigid PVC Pipe Engineering, water plant, electrical, drainage and general
construction pipes
Plastic pallet Automatic warehousing, cargo carrying, stacking machines, and
export shipments
BOPP Stretch
Film
Tape, garment bags, food packaging, photo albums, etc.
UP Resin Crafts, transparent shower, artificial stone, shipbuilding, furniture,
and building materials, etc.
Engineering
plastic
Electronic and electrical parts, sports equipment, household
appliance, automotive materials, etc.
PVC Compound Extrusion, injection, blow molding, pipes, films, sheets, valve,
fitting, tool handles, shoes, containers of water or oil, etc.
BPA Epoxyresin, PC resin
Ethylene glycol Polyester fiber products, ester pellets for bottles, polyester film,
antifreeze
Copper Clad
Laminate
Printed circuit boards (PCB)
Epoxy resin Electronic, civil, paint, composite materials
General circuit
board
Key component of various electronic devices which purpose is to
serve as a carrier for various electronic devices and as a medium for
interconnection between components. Application products include:
Notebook computers, workstations, servers, high-end memory
modules, game consoles, TV sets, cars, LED displays, mobile
phones, and wireless charging.

150

Product Name Important use
IC Substrate Carrier applied to IC chip products so that the output / input signals
of the chip can communicate through inner/outer lead and system on
the substrate. In addition, it can help cooling the chips. The products
applied to various electronic products including optical sensor, cloud
server chips, AI chips for data centers, 8K TV chips, traffic
supervisory monitors, AI chips 5G wireless communication module
chip, RF module for mobile phone, network communication chip,
computer graphics IC substrate, APU IC substrate, wearable device,
digital TV and set-top box chipset, vehicle carrier board, car sensors,
smart speaker AP , AI identification systems, cryptocurrency(mining)
and high-performance computingwafer substrates
Electronic grade
glass fiber
Upstream raw materials of printed circuit boards, industrial
materials, building materials, etc.
Reinforced glass
fiber
Electrical and electronic parts, auto parts, sports equipment,
industrial materials, etc.
Polyester staple
fiber
Spinning woven fabrics are used in a variety of clothing, home
furnishings, or for non-woven fabrics and fillers
PET resin Made into a variety of bottles, yarn, cotton, film
Polyester yarn Made into yarn woven cloth or knitted cloth for various garments,
tire cords, canvas, water pipes, etc.
Polyester film Food packaging, bronzing transfer, LCD panel, 3C electronics
Release film Laminated ceramic capacitors coating, polarizing plate production
process examination, transparent optical coating

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5.2.2.2 Production processes of major products

Flexible PVC film production flow chart

==> picture [468 x 354] intentionally omitted <==

----- Start of picture text -----

Plastic
powder
Plasticizer
Stabilizer Mixing Calendering Discharg
e
Colorant
Additive
Embossing Cooling Examine
Flexible Coiling
PVC film Inspect
----- End of picture text -----

Ethylene glycol production flow chart

==> picture [450 x 223] intentionally omitted <==

----- Start of picture text -----

Air CO2
Separation Removal Wastewater
Plant Unit
Treating Unit
Ethylene Glycol
EO EO EG EG Mono Ethylene Glycol Product
Oxygen Reaction Stripping Reaction Drying Di-Ethylene Glycol Storage
and and and and
Tri-Ethylene Glycol
Scrubbing Reabsorption Evaporation Purification
Unit Unit Unit Unit
Ethylene
----- End of picture text -----

152

Copper clad laminate production flow chart

==> picture [409 x 202] intentionally omitted <==

----- Start of picture text -----

Solvent Glass fiber
Glass fiber
Cloth Copper
Hardener
Ingredients Impregnation Lamiante Combination
Accelerator
Copper clad
Hot Press Timming laminate
Epoxy resin
----- End of picture text -----

General circuit board production flow chart

==> picture [482 x 145] intentionally omitted <==

----- Start of picture text -----

Core preparation Inner layer pattern formation PP lamination
Through hole drilling Laser via drilling Desmear Copper plating
Outer layer pattern formation Solder resistance formation Printing of Legend
Surface treatment Route r Open/short test FVI Package
----- End of picture text -----

IC substrate production flow chart

==> picture [476 x 186] intentionally omitted <==

----- Start of picture text -----

Core preparation Through hole drilling Inner layer pattern formation
Copper roughness ABF lamination Laser via drilling
Outer layer pattern formation Copper plating Solder resistance formation
Surface treatment Solder printing Dicing Open/short test
FVI Package
----- End of picture text -----

153

Polyester products production flow chart

==> picture [420 x 351] intentionally omitted <==

----- Start of picture text -----

Spinning Polyester Staple Fiber
PTA
Esterification Polycondensation Polyester Chips
Reactor Reactor
EG
Polyester Spin Drawn Yarn
Melt
Spinning
Extruding
Polyester POY
Polyester Textured Yarn
Polyester Fully Oriented Yarn
Biaxial
PET Film
Stretching
----- End of picture text -----

5.2.3 Supply of Primary Raw Materials

The Company now conducts procurement operations through an internet electronic platform to ensure the fairness and justice of the procurement process and prevent procurement defects. The procurement cases are advertised on the Internet, and the supplier submits quotes after confirming the identity with an electronic signature. This ensures the safety and fairness of the overall operation and shortens the time of procurement operations, as well as achieving a win-win situation between the Company and its suppliers. At present, this electronic platform has more than 10,000 online quotation manufacturers. The Company's 2019 major raw materials usage status and suppliers are as follows:

Material Type Unit Volume Major Supplier
Plastic Powder Ton 318,309 Formosa Plastics Corp.
Stabilizer Ton 9,767 Intra-company transfer
Plasticizer Ton 42,344 Intra-company transfer
Modifier Ton 25,248 Formosa Plastics Corp.
Epichlorohydrin Ton 175,220 Formosa Plastics Corp.

154

Material Type Unit Volume Major Supplier
Fiberglass Yarn Ton 111,869 Intra-company transfer
EG Ton 369,819 Intra-company transfer
PTA Ton 971,261 Formosa Chemical & Fibre Corp.,
Formosa Chemicals Industries
(Ningbo)Co.,Ltd.
Ethylene Ton 1,207,983 Formosa Petrochemical Corp.,
Substrate Sheet 5,692,725 Intra-company transfer
OX Ton 155,420 Formosa Chemical & Fibre Corp.
Butadiene Ton 37,228 Formosa Petrochemical Corp.
Normal Butane Ton 51,205 Formosa Petrochemical Corp.
BPA Ton 220,427 Intra-company transfer
Acetone Ton 46,118 Formosa Chemical & Fibre Corp.,
Formosa Chemicals Industries
(Ningbo) Co., Ltd.
Propylene Ton 113,125 Formosa Petrochemical Corp.
Phenol Ton 464,663 Formosa Chemical & Fibre Corp.,
Formosa Chemicals Industries
(Ningbo)Co.,Ltd.
Naphtha Ton 67,989 Formosa Petrochemical Corp.
Copper Wire Ton 86,999 Xiamen Songtai Industrial Co., Ltd

155

5.2.4 Suppliers/Customers Accounted for at Least 10% of Annual Procurement/Sales

5.2.4.1 Major Suppliers for the Last Two Years

Unit: NT$ thousands

5.2 .4.1 Major Suppliers for the Last Two Years .4.1 Major Suppliers for the Last Two Years .4.1 Major Suppliers for the Last Two Years .4.1 Major Suppliers for the Last Two Years Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
2019 2018 As of March 31st,2020
Item Company Name Amount Percent
%
Relation to NPC Company Name Amount Percent
%
Relation to NPC Company Name Amount Percent
%
Relation to NPC
1 Formosa
Petrochemical Corp.
35,608,519 18.40 Investee under
equity method
Formosa
Petrochemical Corp.
47,217,016 20.20 Investee under
equity method
Formosa
Petrochemical Corp.
8,374,075 19.18 Investee under
equity method
2 Formosa Chemical &
Fibre Corp.
24,944,681 12.89 Juristic person
director of NPC
Formosa Chemical &
Fibre Corp.
36,196,315 15.48 Juristic person
director of NPC
Formosa Chemical &
Fibre Corp.
5,626,776 12.88 Juristic person
director of NPC
Others 132,982,666 68.71 Others 150,356,044 64.32 Others 29,668,702 67.94
Net Purchase 193,535,866 100.00 Net Purchase 233,769,375 100.00 Net Purchase 43,669,553 100.00
Note:
Compared with 2018, the amount of procurement from Formosa Petrochemical Corp. and Formosa Chemical & Fibre Corp. decreased in 2019. It is mainly because the procurement price of raw material such as ethylene
and PTA decreased.

5.2.4.2 Major Customers for the Last Two Years: None.

156

5.2.5 Production Volume for the Last Two Years

Production Value: NT$ thousands

Year
Production Volume & Value
Product Name
Year
Production Volume & Value
Product Name
2019 2018
Production
Capacity
Production
Volume
Production
Value
Production
Capacity
Production
Volume
Production
Value
Flexible PVC Film Ton 255,600
107,736

7,112,195

255,600
116,692 7,621,063
PVC leather Thousand
Yard
54,000
21,897

2,673,468

54,000
24,687 3,105,972
Rigid PVC Film Ton 298,200
137,285

8,332,514

298,200
149,078 8,940,788
PU Synthetic Leather Thousand
Yard
32,880
13,788

2,021,766

32,400
14,964 2,271,579
Plastic Doors and Windows Ton 41,649
25,306

5,164,889

40,260
23,959 4,756,904
Rigid PVC Pipe Ton 239,000
123,608

5,581,008

239,000
125,276 5,678,733
Film Products Ton 124,400
64,463

4,750,166

121,300
68,400 5,021,802
Plasticizer and THPA Ton 602,000
340,150

12,035,901

602,000
388,717 14,727,840
PA Ton 228,000
174,609

4,957,254

228,000
192,458 6,217,191
BPA Ton 550,000
532,048

20,585,203

550,000
604,668 30,712,499
1,4BG Ton 120,000
48,408

2,412,534

120,000
84,072 4,562,677
EG Ton 1,980,000
2,119,557

36,960,128

1,980,000
2,087,845 55,034,017

157

Year
Production Volume & Value
Product Name
Year
Production Volume & Value
Product Name
2019 2018
Production
Capacity
Production
Volume
Production
Value
Production
Capacity
Production
Volume
Production
Value
Copper Clad Laminate Thousand
Sheet
72,400
55,517

27,925,951

72,400
60,425 33,089,336
Epoxy Resin Ton 457,000
403,239

30,648,457

457,000
393,097 33,333,264
Glass Fabrics Thousand
Meter
618,000
538,003

13,291,566

672,000
608,274 15,873,928
Copper Foil Ton 88,800
82,006

25,106,875

96,000
88,293 29,830,951
Glass Yarn Ton 233,000
164,631

6,816,319

212,000
206,802 10,096,156
Printed Circuit Board Thousand
SFT
32,340 17,437 29,661,682 29,940 19,129 28,917,372
Polyester staple fiber, filament, fabric Ton 1,601,120
1,109,572

50,514,659

1,703,300
1,271,799 62,186,909
Polyester Film Ton 94,800
69,008

4,989,508

94,800
74,463 5,140,332

Note1: Production Capacity refers to the quantity that can be produced using existing production equipment and under normal operation after the company has measured the necessary stoppages, holidays, etc.

Note2: If the production of each product is substitutable shall combine the calculated production capacity and note it.

Note3: The production capacity of EG only included mono-EG, excluded other by-products.

158

5.2.6 Sales Volume/Value of the Last Two Years

Sales Value: NT$ thousands

Sales Value: NT$ thousands Sales Value: NT$ thousands Sales Value: NT$ thousands Sales Value: NT$ thousands
Year
Sales Volume & Value
Product Name
Unit 2019 2018
Domestic Export Domestic Export
Volume Value Volume Value Volume Value Volume Value
Flexible PVC Film Ton 31,592
2,549,770

72,938

4,350,781

36,152

2,782,529

78,880

4,730,121
PVC leather Thousand Yard 0
0

24,540

2,996,160

0

0

28,798

3,623,194
Rigid PVC Film Ton 25,103
1,511,298

109,507

6,659,113

27,671

1,666,988

117,669

7,049,618
PU Synthetic Leather Thousand Yard 1,433
224,199

11,646

1,693,605

2,229

387,649

11,286

1,663,968
Plastic Doors and Windows Ton 9,611
1,698,806

12,736

2,862,202

8,636

1,512,857

13,667

2,915,163
Rigid PVC Pipe Ton 89,298
4,323,834

34,743

1,276,724

90,076

4,365,293

34,796

1,295,127
Film Products Ton 25,232
1,754,787

5,472

507,737

29,060

2,047,914

3,064

310,571
Plasticizer and THPA Ton 44,230
1,777,748

278,768

9,651,245

49,412

2,003,542

286,846
10,736,714
PA Ton 24,535
809,315

85,768

2,322,253

27,775

975,081

86,734

2,724,034
BPA Ton 187,999
7,124,130

172,925

6,840,200

189,638

9,377,437

207,621
10,800,275
1,4BG Ton 27,838
1,209,821

15,189

934,537

41,903

2,033,510

34,814

2,130,003
EG Ton 416,663
7,405,312

1,343,868
23,294,240
359,728

8,809,245
1,267,161 34,074,320
Copper Clad Laminate Thousand Sheet 7,193
4,001,906

45,706
22,607,149
7,727

4,384,794

45,981
25,026,245
Epoxy Resin Ton 29,640
2,375,431

319,124
24,132,616
28,717

2,618,236

286,696
24,127,694
Glass Fabrics Thousand Meter 42,725
1,243,159

165,611

3,903,860

39,136

1,113,673

197,391

5,058,895

159

Year
Sales Volume & Value
Product Name
Unit 2019 2019 2019 2019 2018 2018 2018 2018
Domestic Export Domestic Export
Volume Value Volume Value Volume Value Volume Value
Copper Foil Ton 2,764
945,647

37,857

11,490,838

3,090

1,119,557

37,655

12,646,677
Glass Yarn Ton 7,260
271,721

33,281

1,406,823

7,984

453,348

57,673

2,752,053
Printed Circuit Board Thousand SFT 3,997 13,610,001
14,282

17,483,988

3,883
10,595,938
17,406

18,236,613
Polyester staple fiber, filament, fabric Ton 256,869 11,554,374
831,213

37,981,924

268,561
13,282,966
995,291

48,515,352
Polyester Film Ton 13,814
1,037,684

44,352

3,167,911

16,613

1,219,862

45,434

3,063,368
Others 16,902,178 18,408,032 20,765,771 20,065,365
Total 82,326,864 203,976,195 91,516,190 241,545,370

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5.3 Employees

Employees are the most important asset of a company. Every company should strive to ensure every employee can work safely and is willing to contribute his or her talent. To recruit talented employees, the Company offers stable and competitive compensation, comprehensive training, and promotion system to achieve the basic policy of full utilization of human resources.

Year 2019 2018 As of 2020.03.31
Number of
Employees
Male 24,244
24,508

23,774
Female 8,027
8,254

7,835
Total 32,271
32,762

31,609
Average Age 39
39

40
Average Seniority (Year) 14
13

14
Educational
Background
Rate (%)
PhD 0.11
0.12

0.11
Master 2.61
2.32

2.73
Bachelor 9.37
9.16

9.53
HighSchool 67.58
67.47

68.22
Under high school 20.32
20.93

19.41

Note: The number of employees includes the consolidated financial reporting company.

5.4 Environmental Expenditure Information

5.4.1 Total losses and penalties for environmental pollution

The Company was sanctioned by the Department of Environmental Protection in a total of 3 cases, and the total sanction amount was NT$300,000 from 2019 up to March 31, 2020.

Disposition
Date
Item
2019.04.02 2019.05.22 2020.03.23
Compensation
object or
disposition unit
Environmental
Protection Bureau,
Chiayi County
Department of
Environmental
Protection, New Taipei
City Government
Environmental
Protection Bureau,
Yunlin County
Disposition No. Fu Shou Huan
Kong Zih No.
1080045849
Huan Ji Zih
No. 1080909975
Fu Huan Kong 2
Zih No.
1090014921
Regulation
Violated
Paragraph 2,
Article 23 of Air
PollutionControl Act
Paragraph 2, Article 24
of Air Pollution Control
Act
Paragraph 1,
Article 31 of Air
PollutionControl Act
Violation Examination of
Expansion site of
Hsinkang Plant
revealed the
following
deficiencies:
When examining the
production process of
PU leather in Shulin
Plant, the buck value of
washing tower was
30mmH2O which was
different from the
When examining
2EH Plant in
Mailiao, the test
value of one
equipment
component was
greater than

161

Disposition
Date
Item
2019.04.02 2019.05.22 2020.03.23
1. The pavement
of vehicle route
was not cleaned.
2. The
implementation
of control
facilities on
exposed areas
within the
construction
site was less
than 80%.
3. The sludge on
the surface of
the vehicle
body and the
tire was not
effectively
cleaned when
the vehicle left
the construction
site.

permitted operation
range(100~300mmH2O).
Therefore, the operation
was recognized not in
accordance with the
approved content.
10,000ppm,
exceeded the
control standard.
Disposition
content (including
disposition
amount)
Administrative fine
of NT$100,000
Administrative fine of
NT$100,000
Administrative fine
of NT$100,000

5.4.2 The possible expenses that could be incurred and measures to be taken currently and in the future

  • 5.4.2.1 Improvement plans and measures to be taken currently and in the future

  • (a) Using the best available control technology in the new expansion production process to reduce the impact on the environment.

  • (b) Continue to promote process optimization and combine Real-Time Production Management system. Through early warning control of computer system, to ensure the operation of various equipment can meet the approved content.

  • (c) Strengthen the operation management of prevention equipment and regular maintenance, maintain the normal operation of the system, exert the best handling efficiency and ensure the pollutant emissions comply with regulatory requirements.

  • (d) Improve the operator's ability of system trouble shooting to complete the repair in the shortest time and complete the relevant notification according to regulations.

  • (e) In the spirit of inquiring into the root of the matter, the reason of error should be reviewed and analyzed from the management, environmental and operational aspects and recorded as case studies. The cases are created to enhance the environmental awareness and the alertness of all employees through education and training.

162

5.4.2.2 Expected environmental protection capital expenditures for next two years

Year
Items

2020
2021
Pollution control
equipment to be
purchased or
expenditure

Improve pollution source
equipment and switch to
low-pollution fuel

Adding waste gas prevention
equipment (improving
removal efficiency and
eliminating white
smoke-derived visual
pollution)

Testing fee, air pollution fees,
water pollution fees and other
fees

Inspection fees, air pollution
fees, water pollution fees, etc.

Reduce the consumption of
bituminous coal and replace
with natural gas in accordance
with the government to
improve air quality.

Registration fee of the
existing chemical substance
standard.
Expected
Improvements

Enhance the treatment
capacity of wastewater, waste
gas and waste in the plant.

Compliance with laws and
regulations, reducing
environmental impact, and
enhancing publicperception.

Ensure the disposal ability of
waste water, exhaust gas and
wastes in the plant.

Compliance with government
regulations and fulfill
corporate social responsibility.
Amount NT$ 1,660,194 thousand NT$ 1,670,685 thousand
  • 5.4.2.3 The impact on the Company's finance and operations to the implementation of Restriction of Hazardous Substances Directive (RoHS) in the European Union:

In response to the EU RoHS Directive, the Company has already imposed strict control according to the requirements of European customers, from the material formulation and process specifications, to ensure the usage volume of restricted heavy metals such as lead and cadmium is under the limitation. Therefore, the Company has not experienced a significant impact on finances and operations.

5.4.2.4 Environmental protection policy

  • (a) Safety and Health Environmental Protection Policy

The Company's safety and health environmental protection policy is based on the “Safety and Health Environmental Protection Policy” of Formosa Plastics Group signed on February 1st, 2012. Besides pledging to protect the environment and maintain community safety, all employees should enrich their profession; take safety and environmental protection as the basic consideration of any decision. Everyone should lead by example and regard safety, health, and environmental protection as their responsibility.

We truly believe that the environment protection and industry development are equally important. Ensuring the safety of the products, employee, contractor, plant area and community is not only are corporation social responsibility but also part of the competitiveness of the corporation.

We believe every disaster or accident can be prevented, no matter how big or small it is. Through the values of the Company and the power of organization

163

and system, the working level of each plant can reach to and acceptable standards. To achieve this goal, all the supervisors must have appropriate participation and understanding of the system, provide adequate training and require thorough implementation and continuous improvement to ensure the policy and the goal are achieved.

All the employees should enrich their profession at any time, take safety and environmental protection as the basic consideration of any decision, fully understand the spirit of the system and thoroughly implement the execution of the system, face the problem with the attitude of inquiring into the root of the matter and keep improve and progress with the best operating mode of the industry.

Leading by example, starting from ourselves; maintaining the safety of colleagues, neighbors, and self; maintaining the cleanliness of the natural environment; maintaining the assets of the Company and aiming at perpetual business operation development, these are the responsibilities of each of us.

  • (b) Improvement of greenhouse gas reduction

The reduction of greenhouse gases has always been a topic of concern for the Company. In 2006, the Company set up the “Greenhouse Gas Inventory Reduction Group” to comprehensively promote the reduction of greenhouse gas inventory. Moreover, the “Energy Conservation, Carbon Reduction, and Pollution Prevention Promotion Organization” was set up to coordinate water and energy conservation as well as pollution prevention throughout the company. The implementation of the "Greenhouse Gas Inventory Reduction Management Method" and the completion of the "Greenhouse Gas Inventory and Reduction Computer Operation" were carried out in the meantime.

Each unit of the company sets annual energy consumption and greenhouse gas emission targets per unit of product. The reduction target of the whole company for per unit of product is the reduction of water consumption by 2%, energy consumption by 3%, waste reduction by 1% and according to the concept of “circular economy", lower down the source wastewater emission by 5% year by year. In 2019, the Company also invested NT$ 477,217 thousand to complete 540 water-saving and energy-saving improvement cases. Greenhouse gas CO2e emission was reduced to 154,407 tons/year with 284 ongoing improvement projects. It is expected to invest another NT$ 1,101,241 thousand, which will further reduce greenhouse gas CO2e emissions by 170,621 tons per year.

For the annual greenhouse gas emissions, the Company entrusted a third-party unit verified by the Bureau of Environmental Protection to verify the annual greenhouse gas emissions. It has been verified that the greenhouse gas inventory in 2016 the annual greenhouse gas emission was 6,075,317 tons of CO2e, in 2017 the annual greenhouse gas emission was 6,361,965 tons of CO2e and in 2018 the annual greenhouse gas emission was 6,210,275 tons of CO2e. The inventory operation for 2019 is expected to be completed by August 2020.

  • (c) Air pollution prevention and control measures

The Company continues to promote improvement to reduce pollutants in exhaust gas. Based on the principle of best feasible control technology, the Company plans to set up various prevention equipment systems to treat pollutants in exhaust gas, conduct regular inspection to ensure the discharge concentration of various pollutants can meet the national standards.

The main control measures include: self-inspection, equipment component inspection, perimeter air quality inspection, and joint odor inspection. For large-scale emission sources, there are automatic monitoring facilities (CEMS)

164

and chimney surveillance video to perform 24-hour real-time monitoring. In the case of abnormalities, alerts will be issued immediately to alert personnel to improve processing.

Besides cooperate with the environmental impact assessment to implement the control of permitted volume, the Sixth Naptha Cracker plant also established a VOC gas fingerprint database to compare the sampling analysis results from plants and large storage tanks and to master the source of odor and carry out improvement. Moreover, the Fourier Transform Infrared Spectrometer (FTIR) is equipped to form a plant air pollution safety net for continuous monitor. Furthermore, it is available for mobile use with delivery vehicle.

  • (d) Water pollution prevention and management measures

In order to comply with the wastewater treatment and discharge management operations, relevant management measures have been formulated in accordance with government regulations, and wastewater reduction operations have been actively promoted. The main measures are as follows:

  • (i) Implement the wastewater source management:

    • For the collection, transportation and pre-treatment facilities of household sewage, process or construction wastewater, the Company established regulations for the operation and monitoring of wastewater sources.
  • (ii) Establish relevant regulations for wastewater treatment processes: Including planning processing facility, rainwater collection and discharge management, emission permit application, operation and reporting record, effluent inspection management and water volume (quality) automatic continuous monitoring operation.

  • (iii) Each plant regularly reviews and reports waste water reduction or reuse: Supervision and inspection operation such as periodical inspection of treatment facilities, inspection of the effluent quality, etc. When an abnormality is discovered, should filing immediately and control, track and improve the abnormal.

  • (iv) Supervision and review operation includes periodic inspection, water quality inspection, etc. If any abnormalities were found, the Company will immediately put them on record for control and tracking improvement

  • (e) Waste management measures

In order to achieve resource sustainability and effectively manage waste disposal, the Company starts from the waste reduction of source as a starting point (including source reduction and production process reuse) and finally consider outsourcing treatment. Besides, we take “recycling incineration burying” as the order of adoption and formulate various management measures for wastes classification, storage, clearance and disposal:

  • (i) Classification and storage after waste production:

  • Comply with Waste Disposal Act, the Company classifies the general garbage and process waste first and then storing them in containers or collection bins (bags). Storage areas are set up with waterproof (rainproof) facilities, wastewater and odor collection facilities, and signs for management. Storage containers must remain intact and free from rust and leakage.

  • (ii) Waste clearance and disposal operations:

  • A waste management computer system has been set up, including the supplier for cleaning up, cleaning project documentation, and online reporting management to ensure that all business wastes are legally reused

165

or cleaned up.

  • (iii) Flow tracking operation:

    • Through regular follow-up and visits to the cleaning supplier, the Company can control the waste flow, eliminate secondary pollution caused by illegal disposal. Besides, the Company requires the contractor to cooperate with the online declaration and other regulations by attaching relevant statutory documents (such as proper handling certificate or legal clearing list) to file for cleaning fees.
  • (f) Operational management measures for toxic chemical

Besides the compliance with government regulations, efforts are made to strengthen the prevention and management of leakage of toxic chemical substances. The main management measures include:

  • (i) Reduction Management:

    • Through process optimization, improve the operational conversion efficiency to reduce operations or find substitutes to reduce usage and in-plant storage.
  • (ii) The operation or storage process is enclosed, which effectively reduces the possibility of leakage and reduces the risk of the contact and explosion of personnel.

  • (iii) Regular implementation of hazard prevention and response drills: Strengthening disaster response capabilities to reduce disaster risks.

  • (g) Energy saving and carbon reduction measures and the acquisition of carbon right is included in the Company’s carbon reduction strategies

The Company actively promotes improvement of energy saving and carbon reduction and each plant improves process energy consumption reduction, energy reuse, waste heat reuse, equipment efficiency improvement, energy management measures, etc. Subsequently through inventory and continues review to promote and strengthen the cross-plant and cross company resource integration and achieve the purpose of waste heat fully recycle and reuse and carbon reduction. Cooperates with the project and result of greenhouse gases voluntary emission reduction implemented by Green Productivity Foundation, hosted by Industrial Development Bureau, Ministry of Economic Affairs every year, the Company is intended to use it as an offset for allocated emission allowance in the future.

5.5 Labor Relations

  • 5.5.1 The Company continues to promote many employee caring programs in order to motivate employees, enhance employee benefits, and driven the employee to have a balance development in aspect such as work, health, life, etc.

5.5.1.1 Employee care and employee welfare measures

  • (a) Multiple employee benefits:

Besides the items required by law, the Company provides medical fee discounts of Chang Gung Memorial Hospital for employees and their family members, scholarships for employees’ children, encouragement bonus for stock purchasing, birthday coupons, wedding and funeral subsidies, holiday gifts and coupons, and comprehensive living facilities in the plant, sick leave pay better than the law

166

required, death compensation, etc. The Company also organizes various leisure activities such as sports day, domestic travel, and a variety of club activities.

  • (b) Remuneration:

According to the labor market, a reasonable and competitive salary remuneration is set, a stable salary adjustment policy is provided, and holiday bonuses for occasions such as the Dragon Boat Festival, Moon Festival, and Year-End are issued according to the operation status.

  • (c) Communication structure:

The Company holds supervisor communication meetings at all levels periodically and issue bimonthly enterprise magazines. Employee can also express opinions through employee suggestion boxes or dedicated phone lines.

  • (d) Innovative incentives:

The Company sets up IE proposal bonuses to encourage employee to discover the abnormalities in work and design a well improvement plan. The Company will award bonuses based on the improvement effectiveness and period, after adopting the plan. Moreover, innovation platform website was set for employees to discuss professional issues and appropriate reward will be given to those who provide excellent innovative idea.

5.5.1.2 Professional Development and Training:

Employees are the company's most important asset and the foundation for perpetual business operation. Apart from providing proper welfare and care, we also hope through a good training environment, we can cultivate outstanding talents with optimism, enthusiasm, professionalism and innovation.

The Company already developed a completed personnel training system, including new recruits orientation, basic job training, professional job position training, management trainee training, expatriate training, e-learning and knowledge management system, and other courses (e.g. life and health lectures). Through e-training management system, the employees can complete the training of each stage step by step. The training courses and completion deadlines that each employee required to take are also included in the computer control and will notify each department to conduct the training within the time limit by computer. We expect all the employees to become excellent talents with enthusiasm, innovative ideas and professional and management practices.

5.5.1.3 Retirement system

  • (a) Retirement Application

Employee may apply for retirement under any of the following conditions:

  • ① Where the employee attains the age of 55 and has worked for 15 years.

  • ② Where the employee has worked for more than 25 years.

  • ③ Where the employee attains the age of 60 and has worked for 10 years.

  • (b) Retirement Order

Employee are ordered to retire under any of the following situations has occurred:

  • ① Where the employee attains the age of 65; however, executives or above are allowed to extend until the age of 70; senior executive president is allow to extend until the age of 75.

  • ② Where the employee is unable to perform his/ her duties due to disability.

  • (c) Option of pension payment system:

  • ① Employee on board before June 30th, 2005 who chooses the pension system of the "Labor Standards Law" or temporarily choose not should be conducted

167

according to the "Labor Standards Law". But before June 30th, 2010, employee can still chooses the pension system of the “Labor Pension Act” and the service period started from the adopting date should be conducted accordingly; the service period before should be conducted according to the "Labor Standards Law". After adopting the Labor Pension Act”, employee cannot choose to adopt the "Labor Standards Law".

  • ② Employee on board after July 1st, 2005 should adopt the pension payment system of the “Labor Pension Act”.

  • (d) Calculation criteria for pension:

  • ① The base of service period before July 31th, 1984 should be accounted according to the “Regulations Governing the Retirement of the Factory Workers of Taiwan Province” and calculated by the three months’ average wage before retirement. The base of service period before August 1st, 1984 should be accounted according to Article 55 of the "Labor Standards Law" and calculated by the six months’ average wage before retirement. But the total number of bases of the two shall be no more than 45.

  • ② Employee forced to retire due to the disability incurred from the execution of their duties his or her retirement pension calculation should add 20% based on the preceding subparagraph.

  • ③ Employee who adapts the pension payment system of the “Labor Pension Act”, his or her reserved period in the Company before adapting the “Labor Pension Act” be calculated according to the average wage at the time of retirement and based on the preceding subparagraph and be paid at the time of retirement. The service period after adapting the “Labor Pension Act” should be claimed from the Bureau of Labor Insurance at the age of 60 in accordance with the Article 24 of the “Labor Pension Act”.

5.5.1.4 Employee Code of Conduct or Ethics

  • (a) In order to clearly define the rights and obligations of employers and employees, and to maintain order in the workplace, the Company has established “Working Rules” in accordance with the law and publicly disclosed at the approval of the competent authority as the base for employee management. The “Working Rules” clearly defined items such as the appointment, promotion, working hours, wages, conduct that should be complied, award, punishment, dismissal, retirement, training, assessment, occupational injury and disease benefit, pension and welfare of the employee.

  • (b) In order to strengthen the behavior and ethical norms of the employees, employees are required to sign the “Nan Ya Plastics Corp. Employees' Commitment to Observe the Operational Policy Statement," which is summarized as follows:

  • ① Prohibition of Unfair Competition (Antitrust) Policy:

    • Employees must fully comply with the Fair Trade Act. The Company encourages employees to gain profit by legal means, any action shall comply with relevant regulations.
  • ② Conflict of interest prevention policy:

    • When employees are required to engage in business related to the Company, they shall not damage the company's rights and interests. Employees shall not directly or indirectly accept gifts, entertainment or other benefits from any procurement (sales) customer or competitor.
  • ③ Internal Data Policy:

    • Employees may not disclose any confidential company information or other unpublished information without the written permission of the company and nor

168

can employees use the information mentioned above for personal interests or other business unrelated to the Company. All technical information in personal custody should be returned when resign.

  • ④ Political Activity Policy:

    • Employees shall not directly or indirectly donate money, services or other valuable items of the Company to any candidate or political party, or engage in acts prohibited by relevant laws and regulations, nor can the employees affect the job duties of legislator, political and government official by improper interests.
  • 5.5.1.5 Workplace and employee safety:

  • (a) In order to ensure the safety, health and environmental management of each department to prevent accidents and achieve the management objectives of “zero disasters”, ensure the safety and health of employees and neighborhood residents, maintain the integrity of the company's equipment and property, ensure all operations can continue with no issue, and improve the overall business performance, the industrial safety health management rules and related management measures are formulated in accordance with the government safety and health and environmental protection laws and regulations.

  • (b) The scope of application includes the occupational safety and health management system and the job duties of various departments, the establishment of various safety and health protection facilities, the establishment of safety operation standards for various operations, the periodic automatic inspection and assessment of safety and health, personnel safety and health, fire education and training, safety and health performance assessment, emergency response planning, disaster simulation exercises, and accident handling.

  • (c) There are 12 plants area in the Company and among them 51 plants have passed the ISO 14001 environmental management system, and 50 plants have passed the OHSAS 18001 Occupational Safety and Health Management System and the Taiwan Occupational Safety and Health Management System (TOSHMS).

  • (d) To strengthen the management of workplace safety and reduce the risk of harm, the Company actively promotes the “Process Safety Management (PSM)” and sets up PSM personnel at all levels to fully promote and control the PSM management operations of various departments to ensure the quality of PSM operations. The details of the management operations are as follows:

  • ① 14 PSM management items such as “process hazard analysis” and “modification management” are audited one by one at each process plant monthly to ensure that each plant can implement various tasks in accordance with the standard procedures.

  • ② The results of safety management KPIs are reported monthly by each plants to effectively control process safety management risks.

  • ③ “PSM operation communication and PSM personnel Symposium” is hosted every half year to implement the communication of PSM operation and improve the PSM operation quality of each department.

  • ④ The process risk management wrap-up presentation activity was held every year, to improve the level of the whole process risk management analysis and assessment through the wrap-up presentation and observation and learning activities.

  • (e) The company regularly or irregularly holds safety and health education training and propaganda meeting. Periodic training such as semi-annual training of stacker and crane operator, etc.; propaganda meeting such as SWAT symposium, recent

169

external major accidents discussion, etc. to ensure all the employees have the appropriate and necessary training. In 2019, 171 classes of safety and health education training were conducted by the President's office. The number of participants was 7,085, and the total training hours was 49,395 hours.

  • (f) In order to control the working environment of employees and assess the exposure status of hazardous factors, besides setting up detection and alarm equipment at proper location, periodic workplace environmental assessment and process hazard assessment is also carried out to as the basis for improving the workplace environment. Each department should decorate the Safety, health and environment policy and certified site at the obvious access.

  • (g) The Company provides health and education information to the employees periodically. In order to enhance the employees' safety and health awareness, the Company distributes "work hazard reminder cards" and "safety and health manuals" and reminds the employees of operation safety through education, training, and safety observation.

  • (h) Conduct annual employee health checkups, including general health checkups, special health checks, health checkups for foreign employees, health checkups for food handlers, etc. and the establishment management of medical health unit such as deployment of medical health unit, management of medical appliance, deployment of first-aid personnel, deployment of medicine etc.

  • 5.5.1.6 Implementation of Employee Welfare and Retirement System: Sound.

  • 5.5.1.7 Implementation of Employee Advanced Study and Training:

In 2019, except the various training courses conducted by each department based on practical needs, the President's office also coordinated common professional training, such as AI preparatory school training, artificial intelligence introduction, pattern recognition, data preprocessing, R (programming language) instruction, basic and advanced statistics and quality management training, quality control junior engineer (administrator) training, work safety (re)training, and assistant supervisor and supervisor training. A total of 234 classes were conducted with 9,051 participants. The total number of training hours was 100,764 hours, and the total cost of education and training was NT$ 21,419 thousand.

5.5.1.8 Labor and Management Negotiation:

  • (a) Participate in the trade union congress, the Board of Supervisors, and hold regular labor-management meetings to establish a labor-management consultation mechanism.

  • (b) Establish an employee complaints system to improve labor relations.

  • (c) Formulate working rules and personnel management rules, and clearly define the rights and obligations of labor and management and management matters so that employees can fully understand and protect their rights and interests.

  • (d) In accordance with the provisions of the Labor Safety and Health Act, employee health checkups are regularly conducted. Labor safety and health personnel are appointed to formulate various labor safety and health management rules to avoid accidents and maintain employee safety.

5.5.1.9 Implementation of Measures to Protect Employee Rights: Sound.

The company has always attached great importance to employee rights and provided reasonable treatment. In the past five years, the voluntary quitting rate has remained below 0.08%, which fully demonstrates that the company is committed to employee care and workplace safety.

170

  • 5.5.2 Losses arising as a result of labor disputes in the most recent year up to the date of publishing of this annual report, and disclosure of potential losses in the current and future terms and countermeasures: None.

171

5.6 Important Contracts

Nature of
Contract
Party Contract start/end
date
Main Content Restrictive Clauses
Distributor
Contract
Taiwan Power
Company
Since December
1992
Selling excessive power of Chiayi
plant to Taiwan Power Company
If no objections, effective every year.
Taiwan Power
Company
Since March 1995 Selling excessive power of Shulin
plant to Taiwan Power Company
If no objections, effective every year.
Taiwan Power
Company
Since August 30th,
1997

Selling excessive power of
Jinxing plant to Taiwan Power
Company
If no objections, effective every year.
Technology
Cooperation
Contract
Eastman Chemical
Company

2004.02~2024.06
Co-polyester PETG resin,
development of non-PVC
semi-rigid film
Limited for PVC film machine
Sharp Corporation
of Japan
2019.12~2020.12 Optical film technology
cooperation for high-end displays
When the contract expires, the validity
period can be automatically extended
for one year.
Armstrong
Flooring
Corporation
Since July 1983 Non-asbestos floor tile
manufacturing equipment and
technology transfer
Export must be handled by technicians
and the contract is valid
Davy Process
Technology Ltd.
Dow Global
Technology Inc.
2008.10~2033.10 Selector30 production technology
and basic engineering design for
shifting the Oxo reaction of
2-Ethylhexanol plant.
Technology transfer is not allowed
Idemitsu Kosan
Co., Ltd.
2004.07~2019.07 BPA production technology
transfer. (Second Set)
Technology transfer is not allowed
Idemitsu Kosan
Co., Ltd.
2019.08~2034.08 BPA technology licensing contract
(Ningbo BPA Phase 2 Expansion)

Technology transfer is not allowed
Mitsui Kinzoku 2013.05~2022.04 Ultra-thin copper foil downstream
processing patent authorization
1. Technology transfer is not allowed
2. Product sales are limited to outside
of Japan
Fuji Electric Co.,
Ltd.
Since March 2011 Vacuum contactor (VCS)
manufacturing technology
transfer
Sales are limited to Taiwanese
companies and related overseas
companies. Other regions need to be
negotiated on a case-by-case basis.
Akaoka Chemical
Co., Ltd.
2010.09~2020.09 Molded Transformer (MTR)
technology transfer
Only for sales outside Japan
PPG Industries
Industrial
Company
Since September
2016
Glass fiber exclusive
authorization contract (PFC Fiber
Glass and PFC Kunshan)
If no objections, effective every year.
NGK Spark Plug
Co., Ltd.
2020.01~2028.12 Flip chip package carrier product
technical cooperation

-

172

Nature of
Contract
Party Contract start/end
date
Main Content Restrictive Clauses
IBM (International
Business
Machines
Corporation)

2016.11~2020.05
Joint development of advanced
technology of flip chip package
carrier products
-
Long-term
Loan
contracts
Bank of
Ta0069wan
2013.11~2021.04 Improve financial structure and
enrich working capital.

In
the
credit
duration,
the
debt-guarantor’s year-end debt asset
ratio shall not exceed 150% and the
working capital ratio shall not be less
than 100%.
This shall be subject to the annual
CPA certification.
MUFG Bank 2017.03~2019.03 Improve financial structure and
enrich working capital.
Bank of Taiwan 2018.07~2021.07 Improve financial structure and
enrich working capital.

-
KGI Bank 2019.04~2022.04 Improve financial structure and
enrich working capital.

-
CTBC Bank
(Note 1)
2017.09~2020.02 Improve financial structure and
enrich working capital.

-
Mizuho Bank, Ltd. 2018.07~2020.07 Improve financial structure and
enrich working capital.

-
CHB
(Note 2)
2017.08~2020.07 Nan Ya Printed Circuit Board
Corp.
(Kunshan)
applied
for
long-term loans.


-
Hua Nan Bank
(Note 2)
2017.08~2020.07 Nan Ya Printed Circuit Board
Corp.
(Kunshan)
applied
for
long-term loans.


-
Bank of China
(Note 3)
2017.07~2020.07 Nan Ya Printed Circuit Board
Corp.
(Kunshan)
applied
for
long-term loans.


-

Note 1: This long-term loan has paid off the remaining principle in advance in June 2019. Note 2: This long-term loan has paid off the remaining principle in advance in October 2019. Note 3: This long-term loan has paid off the remaining principle in advance in July 2019.

173

VI. Financial Information

6.1 Five-Year Financial Summary

1. Condensed Statements of Financial Position and Comprehensive Income– by IFRSs

(1) Condensed Statements of Financial Position – Consolidated by IFRSs

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Five-Year Financial SummaryNote1 Financial
Information
ending March
31, 2020
(Note 3)
2019 2018 2017 2016 2015
Current assets 187,476,346
210,274,541

212,066,791

217,478,209
199,737,404
181,106,832
Property, plant and equipment
(Note 2)
156,095,364
140,907,261

132,901,898

139,724,458

137,066,328

159,999,014
Intangible assets 2,323,852
2,524,125

2,737,790

2,958,086

112,325

2,274,387
Other assets(Note 2) 208,783,117
216,543,417

196,364,910

177,024,051

176,809,919
197,456,397
Total assets 554,678,679 570,249,344
544,071,389
537,184,804
513,725,976

540,836,630
Current liabilities Before Dist. 83,516,150
81,791,547

79,681,194

84,918,274

66,602,248

84,712,244
After Dist. 100,963,957
121,445,655

120,128,384

120,606,971

92,773,959
-
Non-currentliabilities 115,591,829 101,552,805 97,170,436 101,233,064
109,172,502

119,457,784
Total liabilities BeforeDist. 199,107,979 183,344,352
176,851,630
186,151,338 175,774,750 204,170,028
After Dist. 216,555,786
222,998,460

217,298,820

221,840,035

201,946,461

-
Equity attributable to
theparent
owners of 344,571,884
375,672,197

355,619,860

338,453,114

324,283,742

325,534,933
Common stock 79,308,216
79,308,216

79,308,216

79,308,216

79,308,216

79,308,216
Capital surplus 26,617,834
26,672,119
26,158,472
23,155,633

23,642,467

26,622,115
Retained earnings Before Dist. 204,105,146
220,788,020

208,480,444

191,296,477

169,705,210

205,110,660
After Dist. 186,657,339 181,133,912
168,033,254

155,607,780

143,533,499
-
Other equity 34,540,688
48,903,842

41,672,728

44,692,788

51,627,849
14,493,942
Treasury stock -
-

-

-

-

-
Non-controllinginterest 10,998,816 11,232,795 11,599,899 12,580,352
13,667,484

11,131,669
Total equity Before Dist. 355,570,700
386,904,992

367,219,759
351,033,466
337,951,226

336,666,602
After Dist. 338,122,893
347,250,884

326,772,569
315,344,769 311,779,515
-

Note1:Financial Statements from 2015 to 2019 have been audited by KPMG.

Note2:Where asset revaluation took place in a specific fiscal year, the revaluation date and revaluation surplus shall be reported in a footnote.

Note3:During the current fiscal year up to the date of publication of the annual report, a company that is listed on an exchange or has its shares traded on an OTC market shall disclose the most recent financial information audited or reviewed by CPA, if any.

Note4:Earnings distributions for 2019 has not yet been approved by the shareholders’ meeting.

Note5:Financial information as of March 31st, 2020 has been reviewed by CPA.

174

(2) Condensed Statements of Financial Position – Stand-alone by IFRSs

Unit: NT$ thousands

Year
Item
Year
Item
Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Financial
Information
ending March
31, 2020
2019 2018 2017 2016 2015
Current assets 96,587,652
116,585,515

110,598,910

119,292,304

99,573,162

We did not
prepare
stand-alone
financial
statements for
the first quarter
of 2020.















Property, plant and equipment
(Note 2)
62,826,030
59,292,743

54,710,944

57,198,803

57,055,752
Intangible assets 30,257
34,972

53,054

77,818

102,583
Other assets(Note 2) 358,721,827
362,594,363

333,343,155

307,706,918

300,309,340
Total assets 518,165,766
538,507,593

498,706,063

484,275,843

457,040,837
Current liabilities Before Dist. 72,889,520
67,022,935

51,537,875

62,586,548

43,986,723
After Dist. 90,337,327
106,677,043

91,985,065

98,275,245

70,158,434
Non-current liabilities 100,704,362
95,812,461

91,548,328

83,236,181

88,770,372
Total liabilities BeforeDist. 173,593,882
162,835,396
143,086,203 145,822,729 132,757,095
After Dist. 191,041,689 202,489,504
183,533,393

181,511,426

158,928,806
Equity attributable to owners of
theparent
344,571,884
375,672,197

355,619,860

338,453,114

324,283,742
Common stock 79,308,216
79,308,216

79,308,216

79,308,216

79,308,216
Capital surplus 26,617,834
26,672,119
26,158,472
23,155,633

23,642,467
Retained earnings Before Dist. 204,105,146
220,788,020

208,480,444

191,296,477

169,705,210
After Dist. 186,657,339 181,133,912
168,033,254

155,607,780

143,533,499
Other equity 34,540,688
48,903,842

41,672,728

44,692,788

51,627,849
Treasurystock -
-

-

-

-
Non-controllinginterest -
-

-

-

-
Total equity BeforeDist. 344,571,884
375,672,197
355,619,860 338,453,114
324,283,742
After Dist. 327,124,077
336,018,089
315,172,670
302,764,417

298,112,031

Note1:Financial Statements from 2015 to 2019 have been audited by KPMG.

Note2:Where asset revaluation took place in a specific fiscal year, the revaluation date and revaluation surplus shall be reported in a footnote.

Note3:During the current fiscal year up to the date of publication of the annual report, a company that is listed on an exchange or has its shares traded on an OTC market shall disclose the most recent financial information audited or reviewed by CPA, if any.

Note4:Earnings distributions for 2019 has not yet been approved by the shareholders’ meeting.

175

(3) Condensed Statements of Comprehensive Income – Consolidated by IFRSs

Unit: NT$ thousands

Year
Item
Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Financial
Information
ending March
31, 2020
(Note 2)
2019 2018 2017 2016 2015
Operatingrevenue 286,303,059 333,061,560 306,139,952 275,294,431 299,781,414
65,557,509
Gross profit 28,137,227 49,063,585 49,967,131
31,399,041

36,355,804

7,520,661
Operatingincome 9,885,385 29,420,773 29,849,625 13,282,862
18,596,532

2,853,831
Non-operatingincome and expenses 16,803,645
32,104,413

32,926,549
40,564,129 25,048,005
-794,231
Income before income tax 26,689,030
61,525,186

62,776,174

53,846,991

43,644,537

2,059,600
Profit from ContinuingOperation 23,209,523
52,658,851

53,974,776

48,713,023

36,081,704

1,177,528
Income (Loss) from Discontinued
Operation
-
-

-

-

-

-
Net income(Loss) 23,209,523
52,658,851

53,974,776

48,713,023

36,081,704

1,177,528
Other comprehensive income
(net after tax)
-14,584,450 -6,855,471 -4,711,464
-8,673,869
-12,905,297 -20,084,001
Totalcomprehensiveincome 8,625,073 45,803,380 49,263,312
40,039,154

23,176,407
-18,906,473
Net Income attributable to owners
of theparent
23,076,123
52,746,021

54,521,016

48,840,267

35,721,346

1,005,514
Net income attributable to
non-controllinginterests
133,400
-87,170

-546,240
-127,244 360,358
172,014
Total comprehensive income
attributable to owners of theparent
8,608,080
45,930,928

49,852,604

40,827,917

23,428,479

-19,041,232
Total comprehensive income
attributable tonon-controllinginterests
16,993
-127,548
-589,292 -788,763 -252,072 134,759
Earningsper share(NT$) 2.91
6.65

6.87

6.16

4.50

0.13

Note1:Financial Statements from 2015 to 2019 have been audited by KPMG.

Note2:During the current fiscal year up to the date of publication of the annual report, a company that is listed on an exchange or has its shares traded on an OTC market shall disclose the most recent financial information audited or reviewed by CPA, if any.

Note3:Loss of discontinued operations shall be reported as the after-tax amount.

Note4:Where the financial information is notified by Regulator that shall be corrected or restated, it shall be reported with the corrected or restated figures as well as indicating the circumstances and reasons.

Note5:Financial information as of March 31st, 2020 has been reviewed by CPA.

176

(4) Condensed Statements of Comprehensive Income– Stand-alone by IFRSs

Unit: NT$ thousands

Year
Item
Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Five-Year Financial SummaryNote1 Financial
Information
ending March
31, 2020
(Note 2)
2019 2018 2017 2016 2015
Operatingrevenue 154,799,788 188,909,965 173,402,399 154,864,376 179,864,666
We did not
prepare
stand-alone
financial
statements for
the first quarter
of 2020.













Grossprofit 13,933,923
27,744,060

28,511,689

19,470,915

22,845,716
Operatingincome 2,882,092
15,451,551

15,433,981

7,855,101

11,587,069
Non-operatingincome and expenses 21,681,365
42,369,141

43,415,501

43,660,130

28,668,935
Income before income tax 24,563,457
57,820,692

58,849,482

51,515,231

40,256,004
Profit from ContinuingOperation 23,076,123
52,746,021

54,521,016

48,840,267

35,721,346
Income (Loss) from Discontinued
Operation
-
-

-

-

-
Net income(Loss) 23,076,123
52,746,021

54,521,016

48,840,267

35,721,346
Other comprehensive income
(net aftertax)
-14,468,043
-6,815,093
-4,668,412 -8,012,350 -12,292,867
Total comprehensive income 8,608,080
45,930,928

49,852,604

40,827,917

23,428,479
Net Income attributable to owners
of theparent
23,076,123
52,746,021

54,521,016

48,840,267

35,721,346
Net income attributable to
non-controllinginterests
-
-

-

-

-
Total comprehensive income
attributable to owners ofthe parent
8,608,080
45,930,928

49,852,604

40,827,917

23,428,479
Total comprehensive income
attributable to non-controllinginterests
-
-

-

-

-
Earningsper share(NT$) 2.91
6.65

6.87

6.16

4.50

Note1:Financial Statements from 2015 to 2019 have been audited by KPMG.

Note2:During the current fiscal year up to the date of publication of the annual report, a company that is listed on an exchange or has its shares traded on an OTC market shall disclose the most recent financial information audited or reviewed by CPA, if any.

Note3:Loss of discontinued operations shall be reported as the after-tax amount.

Note4:Where the financial information is notified by Regulator that shall be corrected or restated, it shall be reported with the corrected or restated figures as well as indicating the circumstances and reasons.

177

  1. Matters of material significance which affected the comparability of the above-mentioned condensed financial statements: None.

  2. If any untrue statement is found in the condensed financial statements, the issuer and the CPA shall be held liable in accordance with laws.

  3. Names of CPA and audit opinions

  4. (1) Names of CPA and audit opinions for the recent 5 years

Year CPA Firm CPA's Name Auditing Opinion
2015 KPMG Taiwan Kuo, Hsin-Yi, CPA
Peggy Chen, CPA
Modified unqualified
opinion
2016 KPMG Taiwan Kuo, Hsin-Yi, CPA
Yu, Chi-Lung, CPA
Unmodified opinion
2017 KPMG Taiwan Kuo, Hsin-Yi, CPA
Yu, Chi-Lung, CPA
Unmodified opinion
2018 KPMG Taiwan Kuo, Hsin-Yi, CPA
Yu, Chi-Lung, CPA
Unmodified opinion
2019 KPMG Taiwan Kuo, Hsin-Yi, CPA
Yu, Chi-Lung, CPA
Unmodified opinion
  • (2) To meet the internal adjustment of KPMG, we replaced Wu Chiu-Wua and Peggy Chen with Kuo, Hsin-Yi and Peggy Chen as our CPA since the first quarter of 2015.

  • (3) To meet the internal adjustment of KPMG, we replaced Kuo, Hsin-Yi and Peggy Chen with Kuo, Hsin-Yi and Yu, Chi-Lung as our CPA since the first quarter of 2016.

178

6.2 Five-Year Financial Analysis

1. Financial Analysis – Consolidated by IFRSs

. Financial A nalysis – Consolidated byIFRSs
Item YearNote1 Five-Year Financial Summary Information
ending
March 31,
2020
(Note 2)
2019 2018 2017 2016 2015
Capital
structure
Debt ratio (%) 35.90
32.15

32.51

34.65

34.22

37.75
Long-term fund to property, plant and
equipment ratio (%)
301.84
346.65

349.42

314.68

316.24

285.08
Liquidity Current ratio (%) 224.48
257.09

266.14

256.10

299.90

213.79
Quick ratio (%) 169.93
192.60

208.60

210.45

237.23

158.34
Times interest earned (times) 14.74
35.39

37.60

32.59

23.50

5.36
Operating
performance
Accounts receivable turnover (times) 5.72
5.93

5.84

5.87

5.96

6.07
Days sales outstanding 63.81
61.55

62.50

62.18

61.24

60.14
Inventoryturnover (times) 5.70
6.33

6.73

6.58

6.12

5.51
Accountspayable turnover (times) 15.05
14.87

12.79

13.02

15.42

15.03
Inventoryturnover days 64.04
57.66

54.23

55.47

59.64

66.21
Property, plant and equipment turnover
(times)
1.93
2.43

2.25

1.99

2.13

1.66
Total assets turnover (times) 0.51
0.60

0.57

0.52

0.57

0.48
Profitability Return on total assets (%) 4.36
9.71

10.37

9.54

7.34

0.26
Return on total equity(%) 6.25
13.97

15.03

14.70

11.23

0.34
Pre-tax income topaid-in capital ratio (%) 33.65
77.58

79.15

67.90

55.03

2.60
Net margin (%) 8.11
15.81

17.63

17.69

12.04

1.80
Earningsper share(NT$) 2.91
6.65

6.87

6.16

4.50

0.13
Cash flow Cash flow ratio (%) 62.62
66.71

51.63

54.63

94.91

5.93
Cash flow adequacyratio (%) 101.66
108.20

129.28

142.98

128.75

85.67
Cash flow reinvestment ratio (%) 1.60
1.76

0.71

2.83

6.37

0.64
Leverage Operatingleverage 4.29
1.73

3.12

3.53

2.35

3.17
Financial leverage 1.20
1.06

1.06

1.13

1.11

1.14

Note1 The Financial Statements from 2015 to 2019 have been audited by KPMG.

Note2 Financial information as of March 31, 2020 has been reviewed by CPA.

Analysis of financial ratio differences for the last two years. (Not required if the difference does not exceed 20%)

  1. Due to the decrease of net income before tax in 2019 compared with 2018, the times interest earned decreased.

  2. Due to the decrease of net sales in 2019 compared with 2018, the property, plant and equipment turnover decreased.

  3. Due to the decrease of net income after tax in 2019 compared with 2018, the return on total assets decreased.

  4. Due to the decrease of net income after tax in 2019 compared with 2018, the return on total equity decreased.

  5. Due to the decrease of net income before tax in 2019 compared with 2018, the pre-tax income to paid-in capital ratio decreased.

  6. Due to the decrease of net income after tax in 2019 compared with 2018, the net margin decreased.

  7. Due to the decrease of net income after tax in 2019 compared with 2018, the earnings per share decreased.

  8. Due to the decrease of operating income in 2019 compared with 2018, the operating leverage increased.

179

2. Financial Analysis – Stand-alone by IFRSs

Item Year(Note 1) Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Information
ending
March 31,
2020
(Note 2)
2019 2018 2017 2016 2015
Capital
structure
Debt ratio (%) 33.50
30.24

28.69

30.11

29.05

We did not
prepare
parent
company
only
financial
statements
for the
first quarter
of 2020.




















Long-term fund to property, plant and
equipment ratio (%)
708.74
795.18

817.33

737.23

723.95
Liquidity Current ratio (%) 132.51
173.95

214.60

190.60

226.37
Quick ratio (%) 99.86
133.15

172.53

159.30

175.51
Times interest earned (times) 18.10
44.28

47.85

42.29

28.59
Operating
performance
Account receivable turnover (times) 7.86
8.95

9.00

8.40

7.86
Days sales outstanding 46
41

41

43

46
Inventory turnover (times) 5.95
7.06

7.70

7.07

6.56
Account payable turnover (times) 12.18
12.65

10.61

10.40

12.86
Inventory turnover days 61
52

47

52

56
Property, plant and equipment turnover(times) 2.54
3.31

3.10

2.71

3.06
Total assets turnover (times) 0.29
0.36

0.35

0.33

0.39
Profitability Return on total assets (%) 4.58
10.37

11.29

10.58

7.98
Return on total equity (%) 6.41
14.43

15.71

14.74

11.12
Pre-tax income to paid-in capital ratio (%) 30.97
72.91

74.20

64.96

50.76
Net margin (%) 14.91
27.92

31.44

31.54

19.86
Earnings per share(NT$) 2.91
6.65

6.87

6.16

4.50
Cash flow Cash flow ratio (%) 47.05
52.72

54.96

53.91

101.15
Cash flow adequacy ratio (%) 91.85
93.20

118.19

133.20

142.92
Cash flow reinvestment ratio (%) -0.88
-0.81

-1.22

1.32

4.69
Leverage Operating leverage 6.24
1.52

1.48

3.33

2.98
Financial leverage 1.91
1.09

1.08

1.17

1.14

Note1: The Financial Statements from 2015 to 2019 have been audited by KPMG.

Analysis of financial ratio differences for the last two years. (Not required if the difference does not exceed 20%)

  1. Due to the decrease of current assets in 2019 compared with 2018, the current ratio decreased.

  2. Due to the decrease of current assets in 2019 compared with 2018, the quick ratio decreased.

  3. Due to the decrease of net income before tax in 2019 compared with 2018, the times interest earned decreased.

  4. Due to the decrease of net sales in 2019 compared with 2018, the property, plant and equipment turnover decreased.

  5. Due to the decrease of net income after tax in 2019 compared with 2018, the return on total assets decreased.

  6. Due to the decrease of net income after tax in 2019 compared with 2018, the return on total equity decreased.

  7. Due to the decrease of net income before tax in 2019 compared with 2018, the pre-tax income to paid-in capital ratio decreased.

  8. Due to the decrease of net income after tax in 2019 compared with 2018, the net margin decreased.

  9. Due to the decrease of net income after tax in 2019 compared with 2018, the earnings per share decreased.

  10. Due to the decrease of operating income in 2019 compared with 2018, the operating leverage increased.

  11. Due to the decrease of operating income in 2019 compared with 2018, the financial leverage increased.

180

The above ratios of financial analysis are calculated based on the following equations:

1. Capital structure

  • (1) Debt ratio = Total liabilities / Total assets

  • (2) Long-term fund to property, plant and equipment ratio =( Total equity + non-current liabilities) / Net property, plant and equipment

2. Liquidity

  • (1) Current ratio = Current assets / Current liabilities

  • (2) Quick ratio = (Current assets – inventory – prepaid expenses) / Current liabilities

  • (3) Times interest earned = Net Income before tax and interest expenses / Interest expenses

3. Operating performance

  • (1) Account receivable turnover (including accounts receivable and notes receivable) = Net sales / Average account receivable (including account receivable and notes receivable) balance

  • (2) Days sales outstanding = 365 / Receivable turnover

  • (3) Inventory turnover = Cost of goods sold / Average inventory

  • (4) Account payable turnover (including accounts payable and notes payable) = Cost of goods sold /Average account payable (including account payable and notes payable) balance

  • (5) Inventory turnover days = 365 / Inventory turnover

  • (6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment

  • (7) Total assets turnover = Net sales / Average total assets

4. Profitability

  • (1) Return on total assets = [Net income after tax + interest expense x (1-interest rate)] / Average total assets]

  • (2) Return on total equity = Net income after tax / Average shareholders’ equity

  • (3) Net margin = Net income / Net sales

  • (4) Earnings per share = (Net income - preferred stock dividend) / Weighted average number of shares outstanding

5. Cash flow

  • (1) Cash flow ratio = Net cash flow provided by operating activities / Current liabilities

  • (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend

  • (3) Cash flow reinvestment ratio = (Cash provided by operating activities - cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital)

6. Leverage

  • (1) Operating leverage = (Operating revenues – variable cost and expense) / Operating Income

  • (2) Financial leverage = Operating income / (Operating income – interest expenses)

181

6.3 Audit Committee’s Review Report for the Most Recent Year:

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, including Consolidated and Individual Financial Statements, and Proposal for Profits Distribution. The CPA firm of KPMG was retained to audit Nan Ya Plastics Corporation’s Financial Statements and has issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Nan Ya Plastics Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.

Nan Ya Plastics Corporation

Chairman of the Audit Committee: Chih-Kang, Wang

March 18, 2020

182

  • 6.4 Consolidated Financial Statements for the Years Ended December 31,

2019 and 2018, and Independent Auditors’ Report:

Please refer to page 215 to page 321 of the Annual Report.

  • 6.5 Stand-Alone Financial Statements for the Year Ended December 31,

  • 2019 and 2018, and Independent Auditors’ Report:

Please refer to page 322 to page 414 of the Annual Report.

  • 6.6 The Company should Disclose the Financial Impact to the Company if the Company and its Affiliated Companies have Incurred any Financial or Cash Flow Difficulties in 2019 and as of the Date of this Annual Report: None.

183

VII. Review of Financial Conditions, Financial Performance, and Risk Management

7.1 Financial Status

Major reasons for changes in assets, liabilities, and shareholders' equity, as well as related effects in the most recent two fiscal years. If such effects are significant, response measures should be elaborated:

Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2019 2018 Difference
Amount
Current Assets 187,476,346
210,274,541

-22,798,195
-10.84
Non-Current Assets 367,202,333
359,974,803

7,227,530

2.01
Total Assets 554,678,679
570,249,344

-15,570,665
-2.73
Current Liabilities 83,516,150
81,791,547

1,724,603

2.11
Non-Current Liabilities 115,591,829
101,552,805

14,039,024
13.82
Total Liabilities 199,107,979
183,344,352

15,763,627

8.60
Capital stock 79,308,216
79,308,216

0

0.00
Capital surplus 26,617,834
26,672,119

-54,285
-0.20
Retained Earnings 204,105,146
220,788,020

-16,682,874
-7.56
Others 34,540,688
48,903,842

-14,363,154
-29.37
Total equity attributable
to owners of parent

344,571,884

375,672,197

-31,100,313
-8.28
Non-controlling
interests
10,998,816
11,232,795

-233,979
-2.08
Total Stockholders'
Equity
355,570,700
386,904,992

-31,334,292
-8.10

Note: The decreased in others was due to the decrease in unrealized gains on financial assets and exchange differences on translation of foreign financial statement.

184

7.2 Analysis of Financial Performance

Main reasons that caused the significant changes in operating revenue, operating income and income before tax and its impacts on the most recent two fiscal years:

  1. Financial Performance Comparison/Analysis

Unit: NT$ thousands

Year
Item
2019 2018 Difference
Gross Sales 294,088,363
341,845,212

-47,756,849

-13.97
Less: Sales
Returns
1,734,078
1,514,953

219,125

14.46
Sales Allowances 6,051,226
7,268,699

-1,217,473

-16.75
Net Sales 286,303,059
333,061,560

-46,758,501

-14.04
Cost of Sales 258,172,796
284,054,265

-25,881,469

-9.11
Less: Realized
profit from
affiliated
companies
-6,964
-56,290
49,326
-87.63
Gross profit 28,137,227
49,063,585

-20,926,358

-42.65
Operating
expenses
18,251,842
19,642,812

-1,390,970

-7.08
Operating income 9,885,385
29,420,773

-19,535,388

-66.40
Non-operating
income andgains
21,964,897
36,798,546

-14,833,649

-40.31
Non-operating
expenses and
losses
5,161,252
4,694,133

467,119

9.95
Profit before
income tax
26,689,030
61,525,186

-34,836,156

-56.62
Less: Income tax
expenses
3,479,507
8,866,335

-5,386,828

-60.76
Profit 23,209,523
52,658,851

-29,449,328

-55.92

Note:

  1. The decrease in realized profit from affiliated companies was due to the products sold to affiliates during this period were all fully-processed and sold out.

  2. The decrease in gross profit was mainly due to the decrease in sales was greater than cost of sales.

  3. The decrease in operating income was mainly due to the decrease in sales was greater than cost of sales.

  4. The decrease in non-operating income and gains was mainly due to the decrease in share of profit of associates and joint ventures accounted for using equity method.

  5. The decrease in profit before income tax and profit were mainly due to the decrease in sales was greater than cost of sales and share of profit of associates and joint ventures accounted for using equity method.

  6. The decrease in income tax expense was mainly due to the decrease in profit before income tax.

185

  1. Expected sales volume and the basis, possible effects on the company's future financial operations, and response plan:

Please refer to “Business Strategy for 2020” of “I. Letters to shareholders”.

7.3 Cash Flow

Analysis of changes in cash flow, improvement plans for liquidity shortage in the most recent fiscal year, and cash liquidity analysis in the upcoming fiscal year:

  1. Analysis of cash flow changes for the most recent fiscal year:

Unit: NT$ thousands

Cash and Cash
Equivalents,
Beginning of Year
Net Cash Flow
from Operating
Activities
Cash
Outflow
Cash Surplus
(Deficit)
Leverage of Cash Deficit Leverage of Cash Deficit
Investment
Plans
Financing
Plans
52,365,882
52,299,353

61,057,116

43,608,119

(1) Operating activities:

The net cash inflow from operating activities for this year was NT$ 52,299,353 thousand, which was mainly due to the profit of NT$ 23,209,523 thousand, the receiving of cash dividends of NT$20,260,972 thousand and the decrease in inventory of NT $ 7,166,765 thousand. (2) Investment Activities:

The net cash outflow from investment activities for the year was NT$ 37,413,115 thousand, mainly due to the increase in property, plant and equipment of NT$ 29,483,979 thousand.

  • (3) Financing Activities:

The net cash outflow from financing activities for the year was NT$ 21,226,234 thousand, mainly due to the issuance of cash dividends of NT$ 39,629,893 thousand and corporate bonds NT$11,381,560 thousand and the increase in long-term borrowings of NT$ 6,133,209 thousand.

  1. Remedy for Cash Deficit and Liquidity Analysis:

  2. (1) There was no cash deficit this year.

  3. (2) The liquidity analysis for the most recent two fiscal years is as follows:

Year
Item
2019 2018 Variance (%)
Cash Flow Ratio (%) 62.62
66.71

-6.13
Cash Flow Adequacy Ratio (%) 101.66
108.20

-6.04
Cash Reinvestment Ratio (%) 1.60
1.76

-9.09

186

Analysis on increase/decrease in ratio:

  • (a) Cash flow ratio:

The 2019 annual cash flow ratio was lower than that of the 2018 year, mainly due to the decrease in net cash flow from operating activities of NT$ 2,265,587 thousand and the increase in current liabilities of NT$ 1,724,603 thousand.

  • (b) Cash flow adequacy ratio:

The 2019 cash flow adequacy ratio was lower than that of 2018, mainly due to the net cash flow from operating activities from 2015 to 2019 increased by NT$ 31,966,771 thousand from 2014 to 2018; the increase in capital expenditure of NT$ 23,243,854 thousand and the increase of NT$ 24,559,903 thousand in cash dividends.

(c) Cash reinvestment ratio:

The 2019 cash reinvestment ratio was lower than that of 2018, mainly due to the decrease in net cash flow from operating activities of NT$ 2,265,587 thousand and the increase in gross property, plant and equipment of NT$ 21,278,914 thousand.

  1. Cash liquidity analysis for the coming year:

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Cash and Cash
Equivalents,
Beginning of Year
Net Cash Flow
from Operating
Activities
Cash
Outflow
Cash Surplus
(Deficit)
Leverage of Cash Deficit
Investment
Plans
Financing
Plans
43,608,119
32,545,530

32,766,425

43,387,224

  • (1) Operating activities:

It is estimated that the net cash inflow from operating activities in 2020 will be NT$ 32,545,530 thousand as the company's stable profit will generate net cash inflow from operating activities.

  • (2) Investment Activities:

It is estimated that the net cash outflow of investment activities in 2020 will be NT$15,825,826 thousand, which was mainly due to the increase in expenditures for plant construction, machinery equipment purchase and long-term investments, etc., so that the investment activities are net cash outflows.

(3) Financing Activities:

It is estimated that the net cash outflow of financing activities in 2020 will be NT$ 16,940,599 thousand, mainly due to the issuance of cash dividends and the repayment of long-term borrowings, resulting in net cash outflow from financing activities.

(4) It is expected that there will be no cash deficit in the coming year.

187

7.4 Major Capital Expenditure Item

  1. Major Capital Expenditure Items and Source of Capital

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Actual or Expected Capital Expenditure
Actual or Actual or
Planned Planned Total
Project 2021 and
Source of Date of Capital 2018 2019 2020
Capital Completion afterward
8th PET Film
production line in 2020.12 1,934,358
19,000

1,215,358

700,000

0
Linkou
4th polyester

release film
2020.06 399,991
32,300

202,145

165,546

0
production line in

Shulin
5th polyester

release film
2021.01 790,000
0

100,000

531,786

158,214
production line in

Shulin
Chia Yi 2nd Plant
Bank loans 2020.06 1,187,788
662,630

132,526

37,632

0
Synthetic Paper or


self-capital
Expansion of LFT

machines of
Hsin-Kang 2021.01 237,056
0

0

164,800

72,256
Engineering

Plastics Plant
Copper Foil 4th
2021.01 7,998,238
354,499

998,311

3,243,831

3,401,597

Plant(Hsin-Kang)
Copper Clad

Laminate Second
2021.12 4,914,982
0

177,363

400,012

4,337,607
Plant(Huizhou)
Glass Fiber Cloth
2021.09 4,056,756
0

4,648

450,993

3,601,115
Plant(Huizhou)
Capital
Expansion of

increased by

Circuit Board in
2019.07 12,789,535
1,497,099

1,272,067

0

0

cash of
Jinxing plant(3rd)
subsidiary
Capital
Expansion of IC

increased by

Substrate in
2021.05 3,720,522
0

0

3,602,477

118,045

cash of
Kunshan
subsidiary
PVC Leather in
2020.12 1,598,275
186,800

1,296,585

99,675

0
Nan-Tong Plant
Aluminum
Metalized Film in 2020.06 802,437
3,206

546,794

252,437

0
Nan-TongPlan
Bank loans
The 2nd phase of
or 2021.10 5,589,884
4,623

177,218

1,866,340

3,541,703

BPA in Ningbo
self-capital
Flexible PVC
Sheeting in US 2021.11 648,486
0

0

0

648,486
Texas
Ethylene Glycol in
2020.07 38,274,048
8,299,416

16,453,114

10,399,149

0

US Texas

Note We will timely adjust the purchase schedules of machinery equipment in accordance with whole economic trend and the needs of new products and new technologies.

188

2. Expected Benefits

(1) Expected sales, production volumes, value and gross profit

Production Sales Value Gross Profit
Sales Volumes
Year Item Volumes (NT$ 100 (NT$ 100
(Ton/Year)
(Ton/Year) millions) millions)
8th PET Film
2021 production line in 14,400 14,400 12.0 4.3
Linkou
4th polyester
120,000 120,000
l fil
2021 reease m thousands thousands 9.0 1.7
production line in square meter square meter
Shulin
5th polyester
123,600 123,600
2021 release film thousands thousands 9.4 2.5
production line in square meter
square meter
Shulin
2020 Chia Yi 2nd Plant 21,600 21,600 16.2 2.9
Synthetic Paper
Expansion of LFT
machines of
2021 Hsin-Kang 4,800 4,800 3.3 0.7
Engineering
Plastics Plant
2021 Copper Foil 4th
18,000
18,000 60.4 13.6
Plant(Hsin-Kang)
Copper Clad 13,200
2021 Laminate Second thousands 13,200 86.5 13.6
Plant(Huizhou) sheet thousands sheet
2021 Glass Fiber Cloth 117,000 117,000 24.4 3.9
kil kil
Plant(Huizhou) ometer ometer
Expansion of
2020 Circuit Board in 379 379 29.7 3.7
hd f
hd f
Jinxing plant tousans st
tousans st
Expansion of IC
2021 Substrate in 271 271 16.7 2.6
hd f
hd f
Kunshan tousans st
tousans st
9,000
2020 PVC Leather in thousands 9,000 13.5 2.1
Nan-Tong Plant yard thousands yard
Aluminum 13,536 13,536
2020 Metalized Film in
thousands
thousands 13.4 2.0
Nan-TongPlan square meter square meter
2022 The 2nd phase of 130,000 130,000 93.7 19.25
BPA in Ningbo
Flexible PVC
2022 Sheeting in US 14,400 12,000 8.4 1.0
Texas
2020 Ethylene Glycol 828,000 828,000 142.9 45.7
in US Texas

(2) Other Benefits(Such as product quality、pollution prevention、cost reduction etc.): None.

189

7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,

Improvement Plans and Investment Plans for the Coming Year

Remarks
Item
Amount
(NT$ thousands)
Policies Reasons for Gain
or Loss
Action Plan
Future
Investment
Plan
Formosa Synthetic
Rubber Corp.
46,000 Long-term
investment
Increase working capital
and improve the financial
construction
None None
Formosa Resources
Corp. (reinvest
Formosa Steel IB
Pty., Ltd.)

1,570,000
Long-term
investment
Reinvestment company
Formosa Steel IB Pty Ltd
and the Australian iron
miner FMG Group jointly
invest in the Iron Bridge
iron miner project is under
construction currently
None Invest in
stages
according to
the company's
capital needs
FG INC 231,570 Long-term
investment
The project continues
according to the plan
None Invest in
stages
according to
the company's
capital needs
Nan Ya Plastics
(Hong Kong) Co.,
Ltd. (reinvest Nan
Ya Electronic
Materials
(Huizhou) Co.,
Ltd.)
4,308,591 Long-term
investment
Expand capacity and
increase profitability
None None

7.6 Analysis of Risk Management

  1. Interest rate, foreign exchange rates, and inflation rate changes in the most recent year, up to the publication date of this annual report, that can affect the company's revenue and future response measures:

  2. (1) Interest rate:

    • In terms of long-term liabilities with a floating interest rate (including long-term corporate bond bearing interest at floating rates), the Company will carefully assess the financial market situation and sign an interest rate swap contract with the bank when the interest rate is relatively low to avoid the risk of interest rate fluctuation.
  3. (2) Foreign exchange rates: Insufficient funds for foreign exchange in daily operations are addressed by making spot foreign exchange or forward foreign exchange purchases when the exchange rate is favorable. Long-term foreign currency liabilities are addressed by signing long-term forward foreign exchange contracts or cross-currency swaps with the banks when the exchange rate is relatively low to minimize the impact of exchange rates on revenue and profits.

  4. (3) Inflation Status:

    • According to Directorate –General of Budget, Accounting, and Statistics, Executive Yuan, R.O.C. (Taiwan), the CPI change rate in 2019 was 0.56%, and the CPI change rate (less food and energy) was 0.50%. The inflation risk was low and had no significant influence on the

190

Company's profit and loss.

  1. Policies to high-risk, high-leveraged investments, lending or endorsement guarantees, and derivative transactions, main causes of gain or loss in the most recent year up to the publication of this annual report, and future response measures:

  2. (1) High-risk, high-leveraged investments:

The Company mainly invests in the petrochemical industry, which is a mature and stable industry with low risks. The company has always maintained stable operations and a sound financial structure. It does not engage in any high-leveraged investment.

  • (2) Lending:

In principle, the Company only issues loans to affiliated companies. The amount is in accordance with Article 15 of Company Act and “Procedures for Loaning Funds to Other Parties” of the Company and granted with the approval of the Board of Directors. Since purposes of loans are mostly short-term fund scheduling, and the borrowers are the parent company, subsidiaries, and affiliated companies, no bad debt loss has occurred.

  • (3) Endorsement guarantees:

The company only endorses and guarantees the parent company, subsidiaries, affiliated companies, or invested companies whose endorsement guarantees are made by each shareholder in accordance with its shareholding ration due to joint investment. The endorsement guarantee is mostly for funding guarantee; relevant procedures are handled in accordance with “Procedures for Providing Endorsements and Guarantees to Other Parties” of the Company and granted with the approval of the Board of Directors. There has never been losses due to endorsement guarantees.

  • (4) Derivative transactions:

The Company's various derivative transactions are for the purpose of avoiding market risks caused by fluctuations in foreign exchange rates and interest rates. In addition, they are not used for arbitrage and speculation. Execution is based on the relevant regulations and International Financial Reporting Standards (IFRS) promulgated by the regulator. It is equally based on the “Procedures for Engaging in Derivatives Transactions of the Company” and the “Foreign Exchange Trading and Risk Management Measures” defined by the Company. The Company's various derivative transactions are all conducted by financial department of Group Administration. To comply with the risk control principles which the functions of dealing, confirmation and settlement of derivatives transactions shall be performed by different personnel, the Company set up foreign exchange transaction group and risk management group in the financial department. After foreign exchange transaction group complete the transactions, relevant transaction details would be reviewed by risk management group and other financial institutions and only then settlement would be conducted. Once any abnormal transactions was found, solutions should be planned and submitted to the highest supervisor of financial department. The improvement should be followed up.

In accordance with risks and periods of derivative and adopt long-term credit rating as an indicator, counterparties should be applicable to different credit rating to avoid default risk caused by abnormal credit. In

191

addition, it should be reviewed every 6 months to avoid losses due to any default risk.

The Company also set up an internal auditing department individually apart from financial department of Group Administration. In addition to review every outcome and appropriateness of hedging transactions, the internal auditing department prepare audit reports and submit to the supervisors. The follow-up improvements would be kept supervising.

  1. Future Research and Development (R&D) Plans and Corresponding Budge
R&D product
project
Unfinished current
progress
Must be
reinvested
Research and
development
expenses from
2020
(NT$1,000)
Time expected
to complete
mass-production

Main factors
affecting the
success of R&D
in the future
Development of
easy clean,
antibacterial and
flame resistant
ARES wall
covering
Cooperate with DuPont
proofing, physical property
evaluation

5,000
2020.6 Cost and market
Development of
railway car
interior decoration
film

Developed PVC materials
for customer surface
processing, blister
molding, environmental
testingand verification
5,000 2020.12 Quality and
machining
Development of
SHARP Quantum
Dot film
QD technology transfer
and cooperative
development of Sharp,
NSM company
10,000 2020.6 Quality , cost and
market
Development of
automotive cover
film
Development of modified
polymer plasticizer
formula film
6,000 2020.12 Quality , cost and
market
Aluminum plastic
film
Addition of processing
laminating machine,
self-developed polyester
adhesive and PO adhesive
12,000 2020.6 Quality and cost
Development of
5G high frequency
copper clad
laminated cushion
pad

Machine equipment
addition and testing
8,000 2020.12 Quality and
market

192

R&D product
project
Unfinished current
progress
Must be
reinvested
Research and
development
expenses from
2020
(NT$1,000)
Time expected
to complete
mass-production

Main factors
affecting the
success of R&D
in the future
PE pipe for
underground fire
protection service
Apply to the National Fire
Agency, Ministry of the
Interior for fire review
11,105 2020,12 Quality and cost
Halogen-free Low
loss NPG-182
material
development

Formula and process
condition testing and
evaluation
1,200 2020.03 Acquisition of
key raw materials
and improvement
of processing
technology
Halogen-free
Ultra low loss
NPG-188 material
development

Formula and process
condition testing and
evaluation
1,500 2020.06 Acquisition of
key raw materials
and improvement
of processing
technology
Halogen-free high
Tg low loss
NPG-190BH
material
development

Formula and process
condition testing and
evaluation
1,900 2020.09 Acquisition of
key raw materials
and improvement
of processing
technology
Halogen-free high
Tg low loss
NPG-178 material
development


Formula and process
condition testing and
evaluation
1,600 2020.09 Acquisition of
key raw materials
and improvement
of processing
technology
Hydrocarbon
material
development
(High thermal
conductivity)
Formula and process
condition testing and
evaluation
2,000 2020.03 Acquisition of
key raw materials
and improvement
of processing
technology
Bismaleimide
resin development

Synthetic formula research,
customer evaluation and
certification

1,000
2020.12 Bismaleimide
synthesis
technology
Flame Retardants
Containing P-N
development
Synthetic formula research,
customer evaluation and
certification

2,000
2020.12 Key raw material
acquisition and
processing
technology
enhancement
High strength
50~90µm
fiberglass cloth
Evaluation of product
performance,
Customer certification
1,000 2020.09 Technology of
surface treatment
and spreading

193

R&D product
project
Unfinished current
progress
Must be
reinvested
Research and
development
expenses from
2020
(NT$1,000)
Time expected
to complete
mass-production

Main factors
affecting the
success of R&D
in the future
Low dielectric
20~90µm
fiberglass cloth
Evaluation of product
performance,
Customer certification
1,500 2020.12 Technology of
surface treatment
and spreading
Development of
copper foil for ultra
high-frequency
substrates

Product performance
assessment,
Improved heat resistance
950 2020.12 Surface
roughening
treatment
technology
Development of
ultra thick copper
foil with low
roughness
Equipment installation 1,000 2020.12 Formula control
technology and
mass production
High-capacity
lithium battery
copper foil
Formula development is
complete and pending
On-site trial production
3,000 2020.12 Mass production,
processability and
inspection
technology
Ultra-fine yarn
sizing ingredient
development
Customer test ongoing 4,200 2020.08 Formula ratio,
Optimum
production
conditions
Development of
solid state
polycondensation
pellets for Bottle
to Bottle
Customers’ approval 3,000 2020.12 Pass beverage
brand’s
certification
Development of
textiles recycled
technology by
chemical
recycling process
Evaluation and
development of chemical
recycling process.
3,000 2020.12 Pass textile
brand’s
certification
Improvement of
solid state
polycondensation
reaction rate for
Titanium catalyst
pellets
Commercial test in
polymer lines
2,000 2020.09 Pass Japanese
customer’s
certification
Development of
bottle- grade
pellets for high
brightness & fast
reheat bottle
Commercial test in
polymer lines
2,000 2020.09 Pass beverage
brand’s
certification

194

R&D product
project
Unfinished current
progress
Must be
reinvested
Research and
development
expenses from
2020
(NT$1,000)
Time expected
to complete
mass-production

Main factors
affecting the
success of R&D
in the future
Development of
bottle- grade
pellets for high
transparency
cosmetic
container
Commercial test in
polymer lines
2,000 2020.09 Pass Japanese
customer’s
certification
Recycled
conjugate staple
fiber
Continue to improve the
quality
200 2020.06 Polymer viscosity
PTT/recycled PET
conjugate staple
fiber

Continue to improve the
quality
400 2020.05 Viscosity and
ratio of polymer
Recycled low melt
staple fiber

Continue to improve the
quality
300 2020.06 Adjustment of
polymer
constitution
Recycled DTY
with hydrophilic
performance
Formula research and
customer evaluation
400 2020.10 Formula and
processability
Deep dye cationic
dyeable DTY
Formula research and
customer evaluation
500 2021.02 Formula and
processability
Recycle version
biodegradable
DTY
Formula research and
customer evaluation
500 2020.11 Formula and
processability
Double draw
woolly
Elasticity improvement 300 2020.08 Processability
Conductive
filament
Production yield
improvement
100 2020.12 Conductive chip
Textile-recycled
DTY
Uneven color shade 150 2021.05 Recycled textile
purification
Recycle version
micro-fiber
filament
Production yield
improvement
100 2020.12 Chip and spin
yarn filtration
12 kV VCB panel
type test
In preparation 19,574 2020.06 Quality
certification
2000kVA wound
core die-cast
transformer
(MTR)
development
In preparation 3,500 2020.07 Quality
certification

195

  1. Important domestic and international policy and regulatory environment: changes that has an impact on the company's finances in the most recent year up to the publication of this annual report, and future response measures:

The Company closely monitors all domestic and foreign governmental policies and regulations that might impact the Company’s business and financial operations and arranges personnel to receive professional training as needed. During the period of 2019 to February 29, 2020, the following changes or developments in governmental policies and regulations may influence the Company’s business and financial operations:

  • (1) Amendments to the Statute for Industrial Innovation, made on July 24, 2019, were mostly concerned with extending the tax benefits for research and development (R&D) investments to the end of 2029, and introducing regulations such as allowing investment expenditure to be listed as deductions to undistributed earnings. The Company will use such amendments as references for filing R&D and investment expenses to benefit from related tax exemptions.

  • (2) The Management, Utilization, and Taxation of Repatriated Offshore Funds Act, announced on July 24, 2019, is mostly concerned with the investment income derived from an offshore invested enterprise that profit-seeking enterprises have applied for repatriation for use toward substantial investments and meet other conditions including 25% cap on financial investment and cannot be used for acquisition of real property. Tax benefits including 8% tax rate in the first year, 10% tax rate in the second year, and a 50% refund of the tax paid upon completing the substantial investment can be applied toward such funds. The Company will apply for repatriation of investment income derived from an offshore invested enterprise pursuant to relevant regulations when necessary based on the business and financing status of the Company and its offshore invested enterprises.

  • Risks associated with changes in technology and industry in the most recent year up to the publication of this annual report, and future response measures: None.

  • Changes in corporate image and impact on company’s crisis management in the most recent year up to the publication of this annual report, and future response measures: The Company followed the philosophy of “trustworthiness, to aim at the sovereign good, perpetual business operation and dedication to the society”. In the future, we will keep carrying out the philosophy and devoting more resources to the society.

  • Risks associated with mergers and acquisitions in the most recent year up to the publication of this annual report: None.

  • Risks associated with capacity expansion in the most recent year up to the publication of this annual report: Please refer to “7.4 Major Capital Expenditure Item” of “Chapter 7 Review of Financial Conditions, Financial Performance, and Risk Management”: None.

196

  1. Risks associated with sales concentration and purchase in the most recent year up to the publication of this annual report, and future response measures:

  2. (1) Purchase:

    • Most of the Company's main raw materials are sourced from the Formosa Plastics Group or the internal vertical integration supply. Therefore, the source, quality, and delivery date are under good control. However, if a company in the group or a division in the Company arranges annual repair or has an equipment failure, it will have to cooperate with the repair schedule or reduce production. In order to respond to customer orders, it is necessary to import raw materials to make up for any shortcoming. If the petrochemical raw materials market is at a high level, there will be the risk of being forced to import high-priced raw materials in order to meet production needs. Fortunately, the Company maintains good relations with major suppliers and diversifies the procurement areas, so the risks are still acceptable by the Company.
  3. (2) Sales:

In the future, global economic will still be affected by multiple factors like China-US trade war, cross-strait relations, the fluctuation of oil price, etc. Paying close attention to the trend of industrial relocation in order to diversify the sales area. In addition, increase the proportion of direct sales and distributors in other parts of the world. Using Taiwan as an operation center to integrate the resources of domestic and overseas transfer companies. Besides dividing the risk of concentrated distribution and arranging the best mix of production and sales, supplemented by e-commerce and on-line marketing to enhance overall competitiveness.

  1. Effects of, risks relating to and response to large share transfers or changes in shareholdings by directors, supervisors, or shareholders with shareholdings of over 10%: None.

  2. Risks associated with changes in management, and future response measures: None.

  3. If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto responsible person, or major shareholder with a stake of more than 10%, and the matter was finalized or remained pending, the prospectus shall disclose the information:

  4. (1) The Company versus DBTEL Incorporated (formerly known as DBTEL)

    • (a) Disputes:

      • The Company's liquid crystal display products customer, DBTEL Incorporated, started placing orders of LCD from May, 2003. In June, 2004, it unilaterally canceled part of orders, causing the Company's raw materials and finished goods to be stored in the company's warehouse. Due to DBTEL Incorporated continuous delay delivery time and even refusal to receive the goods, resulting in the loss of account receivable and value of inventories.

197

  • (b) The target amount: US$ 5,409,815 and NT$ 100,846,141.

  • (c) The commencement date of the lawsuit: April 6th, 2006.

  • (d) Major litigants: Nan Ya Plastics Corp., DBTEL Incorporated.

  • (e) Current situation:

  • 1 On April 22th, 2020, Taiwan High Court ruled that the second judgment ordering the payment of more than US$ 5,395,363 of principal and interest, namely NT$ 100,846,141 of principal and interest, and the provisional execution to be abolished. Nan Ya Corp.’s suit in the first instance and the statement of provisional execution were dismissed; the rest of appeals were dismissed.

  • For remedies, the Company will assess whether to appeal against the statement with regards to loss part of the Company’s second judgment (namely DBTEL Incorporated does not need to pay US$ 14,452 to the Company) after receiving the verdict.

(2) Taixi villagers filed a civil litigation

  • (a) Reason:

74 people, including Zhang Shufen, a native of Taixi, claimed that gas emissions from Mailiao Industrial Complex caused a total of 29 persons in their families to die or suffer from cancer. In a result, they claimed for damages with the Company and other 4 companies.

  • (b) Target amount: NT$ 70,176,986.

  • (c) The commencement date of the lawsuit: August 13th, 2015.

  • (d) Current situation:

Since there was no legal provision in the regard of plaintiff’s claim, the Company has actively put forward a favorable defense. The case is currently been adjudicated by Taiwan Yunlin District Court.

  • (3) The Company versus Lin Fengyi

  • (a) Reason:

The plaintiff Lin Fengyi claimed for damages with the Company. He claimed that the employees of the Company and the co-defendants Pan Qinling, Li Xueqin and Tai Ya Enterprise Co., Ltd. jointly defrauded the plaintiff, causing the plaintiff to suffer the damage of NT$ 315 million. The original claim was that during October, 2016, the co-defendant Pan Qinling borrowed money from the plaintiff on the grounds that he purchased the "PVC compounds" from the Company. In November, 2016, he claimed that the price of "PVC compounds" would rise due to Trump was elected as the US President. Thus, Pan Qinling defrauded the plaintiff of his money amounted to NT$ 315 million and used the “PVC compounds” as guarantee. The plaintiff claimed that the employees of the Company cooperated with Pan Qinling to jointly defraud the plaintiff and constituted an infringement.

  • (b) Target amount: NT$ 315 million.

  • (c) The commencement date of the lawsuit: June 1st, 2017.

  • (d) Current situation:

Taipei District Court has judged the Company and its employees win the court case at August, 31st 2018. Lin Fengyi appealed from the judgment accordance to law. On April 30th, 2020, Taiwan High Court ruled that the appeal be dismissed and the litigation expenses shall be borne by Lin Fengyi.

198

  1. Other significant risks and future response measures:

  2. (1) The Company's IT system is self-developed, tailor-made for the Company's organization and various systems. Therefore, it emphasizes the division of labor, mutual checks, and balances, such as procurement and outsourcing, fund scheduling, and financial risk control through individual operations and mutual inspections to avoid operational risks. The Company's management computer operating system is divided into six management functions including personnel management, business management, production management, engineering management, material management, and financial and accounting management, which are interconnected and interlocked. After the data is input once, the application can be transmitted at multiple levels to avoid errors, and exceptions are managed. To convert a management report into a "talking report" which can actively display any abnormalities allowed the Company's operation management function has both risk control and management features.

  3. (2) In order to ensure the security and stability of the computer network, prevent the abnormality of the information system and the damage of computer files, strengthen the protection of personal data, effectively control the risk of enterprise information systems, and maintain the continuous operation of the enterprise, we have established relevant administration regulations and processing guidelines for employees to follow, and constructs layer-by-layer control and protection mechanisms to protect application programs, operating systems and computer network. In order to ensure the safe use of information and the establishment of a reliable information environment, our company's information security policy is as follows:

    • (a) Comply with government laws and regulations, and popularize awareness of information security.

    • (b) Pay attention to risk management and protect data security.

    • (c) All the employees must participate, and we pursue continuous improvement.

  4. (3) The globally interconnected Internet makes business activities more flexible and fast, but cyberattacks are rising accordingly. These attacks include causing network services unavailable through creating a large number of network connections, snooping secrets over the network or affecting system service using computer viruses or malicious programs, stealing confidential information through the use of social engineering, or the leakage of confidential information due to insufficient security awareness of employees. In view of these risks, we have planned and arranged adequate security measures, as specified below:

    • (a) Adopt a defense-in-depth architecture to prevent network attacks. We build systems such as Intrusion Prevention System (IPS), malicious URL filtering, and Advanced Persistent Threat (APT) Prevention, and establish management and control mechanisms for internet access, e-mail, and personal information leakage.

    • (b) Establish mechanisms for physical access control, system login authentication, password control, access authorization and regular vulnerability scan, installing anti-virus software and security patches, controlling document and USB access, and establishing backup mechanisms to enhance endpoint protection.

    • (c) Conduct information security education and testing for employees every year to strengthen employees' awareness of cyber security risks.

199

  - (d) Review the security measures and regulations annually, pay attention to the security issues and make the response plan to ensure its appropriateness and effectiveness.
  • (4) Due to the rapid changes in the attack techniques of hackers, the tactics continue to evolve, thus, we cannot guarantee our information system will not be affected by cyber threats. To mitigate the effects of cyber threats, we have considerable security protection measures and trainings.

  • The Organizational Structure of Risk Management

Risk Evaluation Items Risk Management Unit Risk Review
1. Interest Rate, Changes
in Foreign Exchange
Rates, and Inflation
President’s Office,
Accounting Department,
Finance Department,
President Office of Formosa
Plastics Group
Computer auditing, regular
self-inspection, monthly funds
meeting, joint meeting of
financial executives, Internal
Auditing office, the Board of
Directors
2. High-risk, high-
leveraged investments,
lending or endorsement
guarantees, and
derivative transactions
President’s Office,
Finance Department,
President Office of Formosa
Plastics Group
Computer auditing, regular
self-inspection, monthly funds
meeting, joint meeting of
financial executives, Internal
Auditing office, the Board of
Directors
3. R&D Plans President’s Office,
Technical Department of
various Divisions,
Formosa Plastics Group
Production and sales meeting,
business performance
meeting, research and
development project meeting,
the Board of Directors,
Internal Auditingoffice
4. Changes in important
domestic and
international policy and
regulatory
President’s Office,
Management Office and
Technical Department of
various Divisions,
Legal Affairs Office,
President Office of Formosa
Plastics Group
Production and sales meeting,
business performance
meeting, the Board of
Directors, Internal Auditing
office
5. Changes in technology President’s Office,
Management Office of various
Divisions,
R&D Center,
Formosa Plastics Group
Production and sales meeting,
business performance
meeting, Internal Auditing
office, the Board of Directors
6. Changes in corporate
image
President’s Office,
Management Office of various
Divisions,
Formosa Plastics Group
Production and sales meeting,
business performance
meeting, the Board of
Directors
7. Merger, acquisition
and reinvestment
President’s Office,
Management Office of various
Divisions,
Formosa Plastics Group
Production and sales meeting,
business performance
meeting, Internal Auditing
office, the Board of Directors

200

Risk Evaluation Items Risk Management Unit Risk Review
8. Capacity expansion President’s Office, Plant
Office and Management
Office of various Divisions,
Formosa Plastics Group
Production and sales meeting,
business performance
meeting, Internal Auditing
office,the Board of Directors
9. Purchase and sales
concentration
President’s Office,
Management Office of various
Divisions,
Purchasing Department,
President Office of Formosa
Plastics Group
Weekly market meeting,
production and sales meeting,
business performance
meeting, Internal Auditing
office, the Board of Directors
10. Large share transfers
or changes in
shareholdings by
directors, supervisors, or
substantial shareholders
President’s Office,
Stock Office of the Finance
Department
Business management
meeting, the Board of
Directors
11. Change in
management
President’s Office,
Formosa Plastics Group
Business management
meeting, the Board of
Directors
12. Litigation and
non-litigation cases
President’s Office,
Management Office of various
Divisions,
Legal Affairs Office
Production and sales meeting,
business performance
meeting, Internal Auditing
office,the Board of Directors
13. Information security President’s Office,
Management Office of various
Divisions,
Formosa Plastics Group
Business management
meeting, Internal Auditing
office, the Board of Directors

7.7 Other Significant Issues: None.

201

2019.12.31

VIII. Other Special Notes

8.1 Summary of NPC’s Subsidiary

8.1.1. Subsidiary Chart:

8.1.1. Subsid iary Chart:
2019.12.31
iary Chart:
2019.12.31
iary Chart:
2019.12.31
iary Chart:
2019.12.31
Nan Ya Printed Circuit
Board (Kunshan) Co., Ltd.
NT$ 5,017,721,000
100.00%
PFG Fiber Glass
(Hong Kong) Co., Ltd.
NT$ 4,495,987,000
75,500 Shares, 100.00%
Nan Ya Plastics Corp.
USA
NT$ 313,920,000
2,400 shares, 100.00%
Wen Fung Industrial
Co., Ltd.
NT$ 214,236,000
18,738,000shares,
100.00%
Nan Ya Plastics Corp.,
America
NT$ 7,853,605,000
60,000 shares, 100.00%
Nan Ya Printed Circuit
Board Corp.
NT$ 4,480,417,000
432,745,000 shares,
66.97%
PFG Fiber Glass Corp.
NT$ 2,648,131,000
100,000,000 Shares,
100.00%
Nan Ya Plastics
International (Cayman) Ltd.
NT$ 18,784,619,000
52,000 shares, 100.00%
Nan Ya Plastics
(Hong Kong) Co., Ltd.
NT$ 39,166,673,000
953,253,000 shares, 100.00%
Superior World Wide
Trading Co., Ltd.
NT$ 33,677,000
14,000 shares, 100.00%
Formosa Plastics Group
Investment Corp.
NT$ 76,859,000
5,000,000 shares, 100.00%
Nan Chung
Petrochemical Corp.
NT$ 1,000,002,000
100,000,000 shares, 50.00%
Wenling Technology Corp.
NT$ 212,017,000
12,739,000 shares,
100.00%
Nan Ya Printed Circuit
Board (Hong Kong) Co., Ltd.
NT$ 5,020,900,000
1,223,820,000 shares,
100.00%
Nan Ya Plastics Corp.,
Texas
NT$ 9,934,980,000
3,000 shares, 100.00%
Nan Ya PCB (U.S.A.)
Co., Ltd.
NT$ 3,479,000
1,000,000 shares, 100.00%
Nan Ya Plastics (Xiamen)
Co., Ltd. 85%
Nan Ya Plastics (Guangzhou)
Co., Ltd. 100%
Nan Ya Plastics (Nantong)
Co., Ltd. 100%
China Nantong Huafeng
Co., Ltd. 100%
Nantong Huafu Plastics
Co., Ltd. 100%
Nan Ya Electric (Nantong)
Co., Ltd. 100%
Nan Ya Plastics (Huizhou)
Co., Ltd. 100%
Nan Ya Electronic Materials
(Huizhou) Co., Ltd. 100%
Nan Ya Trading (Huizhou)
Co., Ltd. 100%
Nan Ya Electronic Materials
(Kunshan) Co., Ltd. 100%
Nan Ya Draw-Textured Yarn
(Kunshan) Co., Ltd. 100%
Nan Ya Plastics (Ningbo)
Co., Ltd. 100%
PFG Fiber Glass
(Kunshan) Co., Ltd.
NT$ 4,487,409,000
100.00%
Nan Ya Plastics Corp. Nan Ya Plastics Corp.
USA
NT$ 313,920,000
2,400 shares, 100.00%

Note1: NPC is the control company of above mentioned subsidiaries. (The shareholdings and % were as of 2019.12.31) Note2: The investment amount was the original investment cost; unit NT$ thousands.

Note3: The reinvested companies in mainland area were limited companies, non-share companies.

202

Information on investment in Mainland-area of Nan Ya Plastics (Hong Kong) Co., Ltd.

Unit: NT$ thousands

Subsidiaries Amount Invested Subsidiaries Amount Invested
Nan Ya Plastics (Xiamen) Co., Ltd. 738,752 Nan Ya Plastics (Huizhou) Co., Ltd. 2,418,397
Nan Ya Plastics (Guangzhou) Co., Ltd. 1,998,681 Nan Ya Electronic Materials (Huizhou) Co., Ltd. 5,489,509
Nan Ya Plastics (Nantong) Co., Ltd. 3,008,918 Nan Ya Trading (Huizhou) Co., Ltd. 32,267
China Nantong Huafeng Co., Ltd. 99,636 Nan Ya Electronic Materials (Kunshan) Co., Ltd. 15,159,216
Nantong Huafu Plastics Co., Ltd. 71,503 Nan Ya Draw-Textured Yarn (Kunshan) Co., Ltd. 7,035,085
Nan Ya Electric (Nantong) Co., Ltd. 339,275 Nan Ya Plastics (Ningbo) Co., Ltd. 1,989,308

203

8.1.2. Subsidiary Information:

2019.12.31 Unit: Thousands

8.1.2. Subsidiary Information: 2019.12.31 Unit: Thousands
Subsidiaries Date of
Incorporation
Address Capital Stock
(Note)
Business Activities
Nan Ya PCB Corp. 1997.10.28 3F., No. 201-36, Dunhua N. Rd., Songshan Dist.,
Taipei City105, Taiwan(R.O.C.)
NT$ 6,461,655 Production and Selling of Printed
Circuit Board and IC Substrate
Nan Chung Petrochemical Corp. 1996.07.09 No.21, Taisu Industrial Park, Mailiao Township,
Yunlin County 638, Taiwan (R.O.C.)
NT$ 2,000,000 Production and Selling of Mono-EG,
Di-EG, Tri-EG, Nitrogen, Oxygen,
Argon, Liquid Oxygen, and
Liquid Nitrogen
Wen Fung Industrial Corp. 1973.07.02 No. 118, Nanlin Rd., Taishan Dist., New Taipei City
243, Taiwan(R.O.C.)
NT$ 187,381 1.Production of Electronic Components
2.Wholesale of Electronic Materials
Formosa Plastics Group Investment Corp. 1985.08.31 3F., No. 201-5, Dunhua N. Rd., Songshan Dist.,
Taipei City105, Taiwan(R.O.C.)
NT$ 50,000 1.Investment
2.Other Investment Related Business
PFG Fiber Glass Corp. 1987.08.31 No.2-1, Zhongyang Industrial Park, Hsinkang
Township, Chiayi County616, Taiwan(R.O.C.)
NT$ 1,000,000 Production and Selling of Glass and
Glass Products
Wenling Technology Corp. 2003.11.25 No. 118, Nanlin Rd., Taishan Dist., New Taipei City
243, Taiwan (R.O.C.)
NT$ 127,385 Production and Selling of Electronic
Components
Nan Ya Plastics Corp. USA. 1979.07.12 9 Peach Tree Hill Road, Livingston, NJ 07039, USA US$ 12,000 Production and Selling of Rigid PVC
Film, A-PET Film and Patio Door
Nan Ya Plastics Corp., America 1989.06.20 9 Peach Tree Hill Road, Livingston, NJ 07039, USA US$ 300,000 Production and Selling of EG,
Polyester Fiber and
Flexible PVC Sheeting
Nan Ya Plastics Corp., Texas 2015.05.20 9 Peach Tree Hill Road, Livingston, NJ 07039, USA US$ 330,000 Production and Selling of EG
Nan Ya Plastics International (Cayman) Ltd. 2016.01.12 Caribbean Plaza, 878 West Bay Road, P O Box
10335, Grand Cayman KY1-1003, Cayman Islands
US$ 52 Investment
Nan Ya PCB (U.S.A.) Corp. 2002.06.13 1761 E. McNair Drive, Suite 101 TEMPE, AZ 85283,
USA

US$ 100
Customer Promotion
Nan Ya Plastics (Hong Kong) Co., Ltd. 1990.04.20 Room 707, Citicorp Centre 7/F,18 Whitfield Road,
CausewayBay, HongKong
HKD 9,532,531 Selling of
Plastics and Electronic Products
Nan Ya PCB (Hong Kong) Co., Ltd 1999.08.04 Room 707, Citicorp Centre 7/F,18 Whitfield Road,
CausewayBay, HongKong
HKD 1,223,820 Selling of Electronic Products
Superior World Wide Trading Co, Ltd. 1973.03.30 Room 707, Citicorp Centre 7/F,18 Whitfield Road,
CausewayBay, HongKong
HKD 1,400 Plastics Trading

204

Subsidiaries Date of
Incorporation
Address Capital Stock
(Note)
Business Activities
PFG Fiber Glass (Hong Kong) Co., Ltd. 2001.01.08 Room 707, Citicorp Centre 7/F,18 Whitfield Road,
CausewayBay, HongKong
HKD 588,900 Investment
Nan Ya Plastics (Xiamen) Co., Ltd. 1994.06.30 No.2 Xin Mei Road, Xinyang Industrial Zone
Haicang District of Xiamen City, Fujian Province,
China
US$ 28,724 Development and Production of
PVC Rigid Pipe and Pipe Fittings
Nan Ya Plastics (Nantong) Co., Ltd. 1996.03.22 No.88 Tongjing Road, Nantong City,
Jiangsu Province, China
US$ 150,500 Production and Selling of Flexible
PVC sheeting, Rigid PVC film, PVC
leather, Paper Tube, Processing and
Grinding of PVC Scrap, PU synthetic
leather, PP Non-Woven Fabric,
Aluminum Film, Plastic Honeycomb
Board, Wood Frame Material, PVC
film and Electric Power and Steam
China Nantong Huafeng Co., Ltd. 1984.05.11 No.88 Tongjing Road, Nantong City,
Jiangsu Province, China
US$ 3,300 Wholesale Sales of PVC Leather and
PVC sheet
Nantong Huafu Plastics Co., Ltd. 1993.04.13 No.88 Tongjing Road, Nantong City,
Jiangsu Province, China
US$ 2,650 Wholesale Sales of PVC Leather and
PVC sheet
Nan Ya Electric (Nantong) Co., Ltd. 2000.10.16 No.88 Tongjing Road, Nantong City,
Jiangsu Province, China
US$ 10,000 Production and Selling of
Switchgear and components
Nan Ya Plastics (Guangzhou) Co., Ltd. 1994.05.23 No.1Nan Ya Rd., Jiaoxin Village, Shi Men St.,
Guang Zhou, Guangdong, China
US$ 65,000 Production and Selling of Flexible
PVC Sheeting, PVC Leather, Rigid
PVC Film, Metallized PVC Film, Pipe
Fittings, PVC Compound, Metallized
Roll and Rubber Roll
Nan Ya Plastics (Huizhou) Co., Ltd 2000.12.18 Yongshi Boulevard, Shiwan Town,
Boluo County, Huizhou City, Guangdong, China
US$ 75,300 Production and Selling of PU Synthetic
Leather, Casting PVC, Engineering
Plastics and PVC Film
Nan Ya Electronic Materials (Huizhou) Co., Ltd. 2002.11.07 Yongshi Boulevard, Shiwan Town,
Boluo County, Huizhou City, Guangdong, China
US$ 176,000 Production and Selling of CCL and
Glass Fabrics
Nan Ya Trading (Huizhou) Co., Ltd. 2006.01.10 Yongshi Boulevard, Shiwan Town,
Boluo County, Huizhou City, Guangdong, China
US$ 1,000 Import, Export and Wholesale Sales of
Materials and Products of Electronic,
Plastics and Chemical Fiber
Nan Ya Electronic Materials (Kunshan) Co., Ltd. 2000.08.07 No.201.Chang Jiang South Road, Kunshan Economic
and Technical Development Zone, Jiangsu, China
US$ 463,800 Production and Selling of CCL,
Copper Foil, Fiber Glass Fabric,
EpoxyElectric Power And Steam

205

Subsidiaries Date of
Incorporation
Address Capital Stock
(Note)
Business Activities
Nan Ya PCB (Kunshan) Co., Ltd. 2000.08.07 No.201.Chang Jiang South Road, Kunshan Economic
and Technical Development Zone, Jiangsu, China

US$ 156,800
Production and Selling of
Printed Circuit Board
PFG Fiber Glass (Kunshan) Co., Ltd. 2001.05.11 No.201.Chang Jiang South Road, Kunshan Economic
and Technical Development Zone, Jiangsu, China

US$ 141,000
Production and Selling of
Fiber Glass
Nan Ya Draw-Textured Yarn (Kunshan) Co., Ltd. 2002.12.12 No.889 Xin Nan Dong Road, Kunshan Economic and
Technical Development Zone, Jiangsu, China

US$ 214,000
Production and Selling of Polyester
Fiber Goods, Dyeing Machining,
Electric Power and Steam
Nan Ya Plastics (Ningbo) Co., Ltd. 2011.01.04 Fpg Ningbo Industrial Park, Ningbo, China US$ 73,000 Production and Selling of plasticizer
and BPA

Note: The origin investment amount as of December 31, 2019; the capital of related parties set up at mainland China is the registered capital.

8.1.3 Shareholders in Common of NPC and Its Subsidiary with Deemed Control and Subordination: None.

  • 8.1.4. Business Scope of NPC’s Subsidiary: Plastics industry, electronic industry, chemical industry, fiber textile and investment business.

8.1.5. Directors, Supervisors and Presidents of NPC’s Subsidiaries

2019.12.31 Unit: shares;%

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nan Ya PCB Corp. Chairman Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 432,744,977
66.97
Director Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong)
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Fong-Chin Lin)
Director Chia-FungChang 692,841
0.11
Director and President Ann-De Tang 194
-
Director(Independent Director) Cheng-I Wang 0
0
Director(Independent Director) De-Ho Jan 0
0
Director(Independent Director) Ta-ShengLin 0
0

206

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nan Chung Petrochemical
Corp.
Chairman Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 100,000,000
50.00
Director Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong)
Director and President Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Chung-Yueh Shih)
Director China Man-made Fiber Corp.(Representative: Kuei-ShiangWang) 100,000,000
50.00
Director China Man-made Fiber Corp.(Representative: Hung-YangWu)
Director China Man-made Fiber Corp.(Representative: Ping-CingSyu)
Supervisor Vacancy 0
0
Supervisor Jie-Yi Wang 0
0
Wen Fung Industrial Co.,
Ltd.
Chairman Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 18,738,135
100.00
Director Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong)
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Kuo-Wei Lin)
Director Nan Ya Plastics Corp.(Representative: Cheng-ChungLee)
Supervisor Nan Ya Plastics Corp.(Representative: Ming-JongYeh)
Formosa Plastics Group
Investment Corp.
Chairman Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 5,000,000
100.00
Director Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong)
Director Nan Ya Plastics Corp.(Representative: Susan Wang)
Supervisor Nan Ya Plastics Corp.(Representative: Ming-JongYeh)
PFG Fiber Glass Corp. Chairman Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 100,000,000
100.00
Director Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong)
Director and President Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Supervisor Nan Ya Plastics Corp.(Representative: Li-Ta Pai)
Wenling Technology Corp. Chairman Wen FungIndustrial Co.,Ltd.(Representative: Chia-Chau Wu) 12,738,515 100.00
Director Wen FungIndustrial Co.,Ltd.(Representative: Ming-Jen Tzou)
Director Wen FungIndustrial Co.,Ltd.(Representative: Chia-FungChang)
Supervisor Wen FungIndustrial Co.,Ltd.(Representative: Ming-JongYeh)

207

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nan Ya Plastics Corp. USA Chairman Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong) 2,400
100.00
Director Nan Ya Plastics Corp.(Representative: Susan Wang)
Director and President Nan Ya Plastics Corp.(Representative: Chia-Chau Wu)
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics Corp.(Representative: Kuei-YungWang)
Nan Ya Plastics Corp.,
America
Chairman Nan Ya Plastics Corp.(Representative: Wen-Yuan Wong) 60,000
100.00
Director Nan Ya Plastics Corp.(Representative: Susan Wang)
Director and President Nan Ya Plastics Corp.(Representative: Chia-Chau Wu)
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Fong-Chin Lin)
Nan Ya Plastics Corp.,
Texas
Chairman Nan Ya Plastics Corp.,America(Representative: Wen-Yuan Wong) 3,000
100.00
Director Nan Ya Plastics Corp.,America(Representative: Susan Wang)
Director and President Nan Ya Plastics Corp.,America(Representative: Chia-Chau Wu)
Director Nan Ya Plastics Corp.,America(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.,America(Representative: Zo-Chun Jen)
Nan Ya Plastics
International (Cayman)
Ltd.
Chairman Nan Ya Plastics Corp. (Representative: Chia-Chau Wu) 52,000
100.00
Nan Ya PCB (U.S.A.) Co.,
Ltd.

Chairman
Nan Ya PCB Corp.(Representative: Ann-De Tang) 1,000,000
100.00
Director Nan Ya PCB Corp.(Representative: Chia-FungChang)
Nan Ya Plastics
(Hong Kong)
Co.,Ltd.
Chairman of the Board of Directors Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 953,253,077
100.00
Director Nan Ya Plastics Corp. (Representative: Fong-Chin Lin)
Nan Ya PCB
(HongKong)Co.,Ltd.
Chairman of the Board of Directors Nan Ya PCB Corp.(Representative: Ann-De Tang) 1,223,820,000
100.00
Director Nan Ya PCB Corp.(Representative: Chia-FungChang)
Superior World Wide
Trading Co, Ltd.
Chairman of the Board of Directors Nan Ya Plastics Corp.(Representative: Susan Wang) 14,000
100.00
Director Nan Ya Plastics Corp.(Representative: Chia-Chau Wu)
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)

208

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2)(Note3) Shareholding (Note2)(Note3)
Shares %
PFG Fiber Glass
(Hong Kong)
Co., Ltd.
Chairman of the Board of Directors Nan Ya Plastics Corp.(Representative: Chia-Chau Wu) 75,500
100.00
Director Nan Ya Plastics Corp.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics Corp.(Representative: Yao-MingShih)
Nan Ya Plastics
(Xiamen) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
85.00
Vice Chairman Xiamen HaicangInvestment GroupCo.,Ltd.(Representative: Siao-Jyuan Shen) -
15.00
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin) -
85.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Tzong-YangSu)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Guo-MingShang)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Supervisor Xiamen HaicangInvestment GroupCo.,Ltd.(Representative: Yan-FangLyu) -
15.00
Nan Ya Plastics
(Nantong) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zo-Chun Jen)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Tzong-YangSu)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Shiou-Yeh Sheng)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yung-FangChang)
Director and Vice President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zhen-ShengYeh)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
China Nantong
Huafeng Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Shiou-Yeh Sheng)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zhen-ShengYeh)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)

209

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nantong Huafu Plastics
Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Shiou-Yeh Sheng)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zhen-ShengYeh)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya Electric
(Nantong) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yong-Cai Cai) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zo-Chun Jen)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yung-FangChang)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zhen-ShengYeh)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya Plastics
(Guangzhou) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Tzong-YangSu)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Shiou-Yeh Sheng)
Director and Vice President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Jhong-Jhih Deng)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya Plastics
(Huizhou) Co., Ltd
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Fong-Chin Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Tzong-YangSu)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Shiou-Yeh Sheng)
Director and Vice President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Si-Cun Yang)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)

210

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nan Ya Electronic
Materials (Huizhou)
Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Cheng-ChungLee)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Kuo-Wei Lin)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Si-Cun Yang)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya Trading
(Huizhou) Co., Ltd.
Chairman and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Cheng-ChungLee)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Kuo-Wei Lin)
Nan Ya Electronic
Materials (Kunshan) Co.,
Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Zo-Chun Jen)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Cheng-ChungLee)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yung-FangChang)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: You-MingKe)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya PCB (Kunshan)
Co., Ltd.
Chairman Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) - 100.00
Director Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Chia-FungChang)

Director and President
Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Ann-De Tang)
Director and Vice President Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Yong-Ji Lin)
Director Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Hong-ZhongChen)
Supervisor Nan Ya PCB(HongKong)Co.,Ltd.(Representative: Ruei-Lian Lyu)
PFG Fiber Glass
(Kunshan) Co., Ltd.
Chairman PFG Fiber Glass(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) - 100.00
Director PFG Fiber Glass(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President PFG Fiber Glass(HongKong)Co.,Ltd.(Representative: Cheng-ChungLee)
Director PFG Fiber Glass(HongKong)Co.,Ltd.(Representative: Yao-MingShih)
Director and Vice President PFG Fiber Glass(HongKong)Co.,Ltd.(Representative: Sian-Jhih Cai)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)

211

Name of Subsidiary Title (Note1) Name or Representative Shareholding (Note2) (Note3) Shareholding (Note2) (Note3)
Shares %
Nan Ya Draw-Textured
Yarn (Kunshan) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Sin-Yi Huang)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yang-Doun Chien)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)
Nan Ya Plastics
(Ningbo) Co., Ltd.
Chairman Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chia-Chau Wu) -
100.00
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-Jen Tzou)
Director and President Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Chung-Yueh Shih)
Director Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Yu-LungHuang)
Supervisor Nan Ya Plastics(HongKong)Co.,Ltd.(Representative: Ming-JongYeh)

Note1: If the subsidiary is a foreign company, the equivalent position shall be listed.

Note2: If the invested company is a corporation, number of shares and percentage of shareholding shall be listed; others shall disclosed the amount and portion of the contribution to the capital.

Note3: If the director or supervisor is a juristic person, the relevant information of representative shall be disclosed.

8.1.6. Operational Highlights of NPC's Subsidiaries:

2019.12.31 Unit: NT$ thousands

Company Capital Total assets Total liabilities Net worth Operating revenue Operating income Net income
Earnings per
share (NT$)
(After-Tax)
Nan Ya PCB Corp. 6,461,655
38,313,309

9,088,628

29,224,681

31,093,989

71,315

308,203

0.48
Nan Chung Petrochemical Corp. 2,000,000
3,045,138

705,102

2,340,036

6,757,302

11,918

34,675

0.17
Wen Fung Industrial Co., Ltd 187,381
250,337

50

250,287

0

-129

5,182

0.28
Formosa Plastics Group Investment Corp. 50,000
86,943

70

86,873

0

-72

202

0.04
PFG Fiber Glass Corp. 1,000,000
5,352,938

3,212,834

2,140,104

3,667,819

199,269

182,704

1.83
Wenling Technology Corp. 127,385
158,721

22,968

135,753

158,350

454

1,767

0.14

212

Company Capital Total assets Total liabilities Net worth Operating revenue Operating income Net income
Earnings per
share (NT$)
(After-Tax)
Nan Ya Plastics Corp. USA 313,920
2,782,087

920,084

1,862,003

3,772,193

38,770

13,498

5,624.17
Nan Ya Plastics Corp., America 7,853,605
44,238,910

2,655,072

41,583,838

31,666,263

2,090,045
1,454,262
24,237.70
Nan Ya Plastics Corp., Texas 9,934,980
30,747,940

22,182,375

8,565,565

0

-191,370

-745,044

-248,348.00
Nan Ya Plastics International (Cayman) Ltd. 1,741
11,407,974

0

11,407,974

0

0

0

0.00
Nan Ya PCB (U.S.A.) Co., Ltd. 3,479
13,739

0

13,739

23,394

1,047

676

0.68
Nan Ya Plastics (Hong Kong) Co., Ltd. 39,166,673
95,323,639

9,811,840

85,511,799

76,342,258

4,866,703
4,524,884
4.75
Nan Ya PCB (Hong Kong) Co., Ltd. 5,020,900
9,603,190

68

9,603,122

0

-84

-86,474

-0.07
Superior World Wide Trading Co., Ltd. 33,685
781,224

2,979

778,245

12,711

-15,798

60,095

4,292.50
PFG Fiber Glass (Hong Kong) Co., Ltd. 2,407,676
8,498,135

998,821

7,499,314

3,514,922

-71,124

83,276

1,102.98
Nan Ya Plastics (Xiamen) Co., Ltd. 775,457
1,323,652

132,404

1,191,248

1,401,151

115,690

93,803

-
Nan Ya Plastics (Nantong) Co., Ltd. 4,540,736
10,764,202

972,647

9,791,555

6,495,393

312,527

362,886

-
China Nantong Huafeng Co., Ltd. 93,004
332,572

1,812

330,760

0

-1,308

6,880

-
Nantong Huafu Plastics Co., Ltd. 79,111
99,977

6,986

92,991

0

-219

2,596

-
Nan Ya Electric (Nantong) Co., Ltd. 339,275
1,259,266

154,797

1,104,469

585,143

36,839

42,247

-
Nan Ya Plastics (Guangzhou) Co., Ltd. 1,998,681
2,686,342

365,955

2,320,387

2,456,878

-50,065

-17,017

-
Nan Ya Plastics (Huizhou) Co., Ltd 2,527,462
3,509,998

282,912

3,227,086

2,264,616

52,060

104,835

-

213

Company Capital Total assets Total liabilities Net worth Operating revenue Operating income Net income
Earnings per
share (NT$)
(After-Tax)
Nan Ya Electronic Materials (Huizhou) Co., Ltd. 5,489,509
11,165,040

4,813,688

6,351,352

10,173,866

327,920

322,453

-
Nan Ya Trading (Huizhou) Co., Ltd. 32,267
58,915

1,159

57,756

7,354

-134

867

-
Nan Ya Electronic Materials (Kunshan) Co., Ltd. 15,159,216
60,820,416

4,414,369

56,406,047

46,874,056

3,872,470
3,272,429
-
Nan Ya PCB (Kunshan) Co., Ltd. 5,017,721
12,785,578

3,196,182

9,589,396

13,831,978

-118,849

-86,812

-
PFG Fiber Glass (Kunshan) Co., Ltd. 4,668,263
8,463,077

754,659

7,708,418

3,514,922

-70,812

90,954

-
Nan Ya Draw-Textured Yarn (Kunshan) Co., Ltd. 7,035,085
6,735,383

6,532,369

203,014

3,170,543

-378,227

-209,593

-
Nan Ya Plastics (Ningbo) Co., Ltd. 2,188,834
6,457,583

4,571,004

1,886,579

11,240,524

591,509

440,322

-
Note1: All subsidiaries shall be disclosed regardless the scale.
Note2: If the subsidiaryis a foreign company,the relevant number shall be disclosed base on its 2019 financial report and exchange to NT$. The currency is as follow:
Total assets,Total liabilities
Operatingrevenue,Operatingincome,Net income
(1)
1USD = NT$30.106
1USD = NT$30.924
(2)
1HKD = NT$3.8597
1HKD = NT$3.9646
(3)
1CNY = NT$4.3155
1CNY = NT$4.4844

(2) Affiliated company’s Consolidated Financial Statements: same as NPC’s Financial Statements.

  • (3) Consolidated Business Reports of Affiliated Enterprises: None.

8.2 Private Placement Securities in 2019 and as of the Date of this Annual Report: None.

8.3 NPC’s Shares Acquired, Disposed Of, and Held by its Subsidiary in 2019 and as of the Date of this Annual Report: None. 8.4 Other Necessary Supplement: None.

8.5 Any Events in 2019 and as of the Date of this Annual Report that Had Significant Impacts on Shareholders’ Right or Share Prices as Stated in Item 3 Paragraph 2 of Article36 of Securities and Exchange Law of Taiwan: None.

214

Stock Code:1303

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2019 and 2018

Address: 101, Shuiguan Road, Renwu Dist., Kaohsiung City 814, Taiwan Telephone: (07)371-1411

The independent auditors’ 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’ report and consolidated financial statements, the Chinese version shall prevail.

215

Table of contents

Contents Page
1. Cover Page 215
2. Table of Contents 216
3. Representation Letter 217
4. Independent Auditors’ Report 218
5. Consolidated Balance Sheets 223
6. Consolidated Statements of Comprehensive Income 224
7. Consolidated Statements of Changes in Equity 225
8. Consolidated Statements of Cash Flows 226
9. Notes to the Consolidated Financial Statements
(1) Company history 227
(2) Approval date and procedures of the consolidated financial 227
statements
(3) New standards, amendments and interpretations adopted 227~230
(4) Summary of significant accounting policies 230~252
(5) Significant accounting assumptions and judgments, and 252~253
major sources of estimation uncertainty
(6) Explanation of significant accounts 253~290
(7) Related-party transactions 290~297
(8) Pledged assets 297
(9) Significant commitment and contingencies 298
(10) Losses Due to Major Disasters 299
(11) Subsequent Events 299
(12) Other 299
(13) Other disclosures
(a) Information on significant transactions 299、303~316
(b) Information on investees 300、317~319
(c) Information on investment in mainland China 300、320~321
(14) Segment information 300~302

216

Representation Letter

The entities that are required to be included in the combined financial statements of NAN YA PLASTICS CORPORATION as of and for the year ended December 31, 2019 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, NAN YA PLASTICS CORPORATION and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: NAN YA PLASTICS CORPORATION Chairman: Wu, Chia-Chau Date: March 18, 2020

217

Independent Auditors’ Report

To the Board of Directors of NAN YA PLASTICS CORPORATION:

Opinion

We have audited the consolidated financial statements of NAN YA PLASTICS CORPORATION ("the Company") and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

218

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Group's financial statements are stated as follows:

  1. Revenue recognition

How the matter was addressed in our audit

Please refer to note 4(p) "Revenue recognition" for accounting policy related to revenue recognition, and note 6(u) "Revenue" for information related to revenue recognition of the consolidated financial statements.

The operating performance of the Group has an effect on the distribution to its shareholders and stock price. Thus, their financial performance will have an impact on the users of financial statements. Therefore, the veracity and appropriateness of revenue recognition is a key matter when conducting our audit.

Our principal audit procedures included the following:

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

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

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

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

  • Valuation of inventories

How the matter was addressed in our audit

Please refer to note 4(h) "Inventories" for accounting policy related to valuation of inventories, and note 6(f) "Inventories, net" for information related to valuation of inventories of the consolidated financial statements.

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

219

Our principal audit procedures included the following:

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

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

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

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

Other Matter

We did not audit the financial statements of certain subsidiaries and investee companies, which represented investment in other entities accounted for using the equity method of the Group. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for certain subsidiaries and investee companies, is based solely on the report of other auditors. The financial statements of the aforementioned subsidiaries reflect the total assets constituting 9.8 percent and 9.53 percent of the consolidated total assets as at December 31, 2019 and 2018, respectively; and the total revenues constituting 11 percent and 12.55 percent of the consolidated total revenues for the years ended December 31, 2019 and 2018, respectively . The investment in aforementioned investee companies accounted for using the equity method constituted 14.44 percent and 14.4 percent of the consolidated total assets as at December 31, 2019 and 2018, respectively, and the related share of profit of associated and joint ventures accounted for using the equity method constituted 95.85 percent and 30.19 percent of consolidated total comprehensive income for the years ended December 31, 2019 and 2018, respectively.

The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2019 and 2018, 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.

220

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

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

221

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

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

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

KPMG

Taipei, Taiwan (Republic of China) March 18, 2020

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.

222

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (notes 6(a) and (x))
1110
Current financial assets at fair value through profit or loss (notes 6(b), (x))
1120
Current financial assets at fair value through other comprehensive income (notes
6(c), (x), and 8)
1150
Notes receivable, net (notes 6(d) and (x))
1170
Accounts receivable, net (notes 6(d) and (x))
1180
Accounts receivable due from related parties (notes 6(d), (x) and 7)
1200
Other receivables (note 6(e))
1210
Other receivables due from related parties (notes 6(e), (x), and 7)
130X
Inventories (note 6(f))
1470
Other current assets
Total current assets
Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (notes 6(b) and (x))
1517
Non-current financial assets at fair value through other comprehensive income
(notes 6(c) and (x))
1550
Investments accounted for using equity method (notes 6(g) and 8)
1600
Property, plant and equipment (notes 6(h) and 8)
1755
Right-of-use assets (notes 6(i) and 7)
1782
Intangible assets (note 6(j))
1812
Technology development expense
1840
Deferred tax assets (note 6(q))
1915
Prepayments for purchase of equipment
1937
Overdue receivables (note 6(d))
1975
Net defined benefit asset-non-current (note 6(p))
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2019
Amount
%
$ 43,608,119
8
4,044,356
1
41,715,821
8
5,557,174
1
36,640,358
7
1,866,001
-
2,237,168
-
5,925,227
1
41,567,752
7
4,314,370
1
187,476,346
34
824,726
-
22,662,110
4
165,109,381
30
156,095,364
28
1,198,549
-
2,293,595
-
30,257
-
5,439,156
1
3,468,440
1
-
-
1,865
-
10,078,890
2
367,202,333
66
$
554,678,679
100
December 31, 2018
Amount
%
52,365,882
9
4,017,249
1
44,528,667
8
6,524,088
1
39,237,627
7
2,484,349
-
1,869,037
-
6,117,870
1
49,040,842
9
4,088,930
1
210,274,541
37
1,047,877
-
28,011,349
5
169,871,136
30
140,907,261
25
-
-
2,486,740
-
37,385
-
5,519,863
1
2,710,252
-
-
-
1,040
-
9,381,900
2
359,974,803
63
570,249,344
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(l), (x), and (aa))
2110
Short-term notes and bills payable (notes 6(k), (x) and (aa))
2170
Notes and accounts payable (note 6(x))
2180
Accounts payable to related parties (notes 6(x) and 7)
2200
Other payables (note 7)
2280
Current lease liabilities (notes 6(o),(x) , (aa), and 7)
2321
Current portion of bonds payable (notes 6(n), (x) and (aa))
2322
Current portion of long-term borrowings (note 6(m), (x) and (aa))
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2530
Bonds payable (notes 6(n), (x) and (aa))
2540
Long-term borrowings (notes 6(m), (x) and (aa))
2570
Deferred tax liabilities (note 6(q))
2580
Non-current lease liabilities (notes 6(o), (x) , (aa) and 7)
2611
Long-term notes payable (notes 6(m), (x) and (aa))
2640
Net defined benefit liability-non-current (note 6(p))
2645
Guarantee deposits
2670
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (notes 6(r)):
3110
Common Stock
3200
Capital surplus
3300
Retained earnings
3400
Others
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2019 December 31, 2018
Amount
%
Amount
%
$ 24,012,100
4
15,392,795
3
9,102,231
2
6,986,969
1
18,539,776
3
197,527
-
4,647,875
1
3,333,333
1
1,303,544
-
83,516,150
15
59,330,786
11
14,751,117
3
13,122,029
2
291,222
-
5,096,417
1
22,183,650
4
712,939
-
103,669
-
115,591,829
21
199,107,979
36
79,308,216
14
26,617,834
5
204,105,146
37
34,540,688
6
10,998,816
2
355,570,700
64
$
554,678,679
100
21,253,381
4
8,897,747
1
9,496,716
2
8,720,846
1
20,233,152
4
-
-
5,946,931
1
6,133,333
1
1,109,441
-
81,791,547
14
52,584,524
9
6,137,472
1
12,639,024
3
-
-
7,096,550
1
22,287,385
4
679,464
-
128,386
-
101,552,805
18
183,344,352
32
79,308,216
14
26,672,119
5
220,788,020
39
48,903,842
8
11,232,795
2
386,904,992
68
570,249,344
100

223

See accompanying notes to Consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

4000
Operating revenue (notes 6(u) and 7)
5000
Operating costs (notes 6(f), (p), (v), 7 and 12)
5910
Less: Unrealized (realized) profit from affiliated companies (note 7)
Gross profit from operation
Operating expenses (notes 6(j), (p), (v), 7 and 12):
6100
Selling expenses
6200
Administrative expenses
Total operating expenses
Net Operating income
Non-operating income and expenses (notes 6(g), (o), (w) and 7):
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint ventures accounted for using equity method
Total non-operating income and expenses
Profit before tax
7950
Less: Income tax expenses (note 6(q))
Profit
8300
Other comprehensive income (loss) (note 6(g) and (r)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive
income
8320
Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of
other comprehensive income that will not be reclassified to profit or loss
8349
Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss
Total items that may not be reclassified subsequently to profit and loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361
Exchange differences on translation
8370
Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of
other comprehensive income that will be reclassified to profit or loss
8399
Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss
Total items that may be reclassified subsequently to profit and loss
8300
Other comprehensive income
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Basic earnings per share (note 6(t)):
9710
Income from continuing operations
Income from non-controlling equity
9750
Income attributable to shareholders of the parent
2019
Amount
%
$ 286,303,059
100
258,172,796
90
(6,964)
-
28,137,227
10
9,661,546
3
8,590,296
3
18,251,842
6
9,885,385
4
6,371,567
2
213,753
-
(1,620,428)
(1)
11,838,753
4
16,803,645
5
26,689,030
9
3,479,507
1
23,209,523
8
(52,911)
-
(7,787,479)
(3)

(808,135)
-
(10,556)
-
(8,637,969)
(3)
(5,962,293)
(2)

15,812
-
-
-
(5,946,481)
(2)
(14,584,450)
(5)
$
8,625,073
3
$ 23,076,123
8
133,400
-
$
23,209,523
8
$ 8,608,080
3
16,993
-
$
8,625,073
3
Before
Tax
After
Tax
$ 3.37
2.93
(0.27)
(0.02)
$
3.10
2.91
2018
Amount
%
333,061,560
100
284,054,265
85
(56,290)
-
49,063,585
15
10,261,727
3
9,381,085
3
19,642,812
6
29,420,773
9
6,635,682
2
1,012,460
-
(1,723,469)
-
26,179,740
8
32,104,413
10
61,525,186
19
8,866,335
3
52,658,851
16
(768,275)
-
(3,311,346)
(1)
(3,383,834)
(1)
(324,897)
-
(7,138,558)
(2)
441,013
-
(22,910)
-
135,016
-
283,087
-
(6,855,471)
(2)
45,803,380
14
52,746,021
16
(87,170)
-
52,658,851
16
45,930,928
14
(127,548)
-
45,803,380
14
Before
Tax
After
Tax
7.76
6.64
(0.47)
0.01
7.29
6.65

See accompanying notes to Consolidated financial statements.

224

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2018
Effects of retrospective application
Balance at January 1, 2018 after adjustment
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Other changes in capital surplus:
Other changes in capital surplus
Profit
Other comprehensive income
Total comprehensive income
Changes in non-controlling interests
Disposal of investments in equity instruments designated at
fair value through other comprehensive income
Balance at December 31, 2018
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Other changes in capital surplus:
Other changes in capital surplus
Profit
Other comprehensive income
Total comprehensive income
Changes in non-controlling interests
Balance at December 31, 2019
Equity attrib Equity attrib Equity attrib utable to owne rs of parent rs of parent Non-
controlling
interests
Total equity
Ordinary
shares
Capital
surplus
R etained earnings Items o f other equity i n terest Total equity
attributable to
owners of
parent
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) from
financial assets
measured at
fair value
through other
comprehensive
income
Unrealized
gains (losses)
on available-
for-sale
financial
assets
Gains (losses)
on effective
portion of
cash flow
hedges
Gains (losses)
on hedging
instruments
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 79,308,216
-
79,308,216
-
-
-
-
-
-
-
-
-
-
79,308,216
-
-
-
-
-
-
-
-
-
$
79,308,216
26,158,472
-
57,873,852
-
86,932,416
-
63,674,176
507,292
(6,026,197)
-
(6,026,197)
-
-
-
-
-
-
320,901
320,901
-
-
(5,705,296)
-
-
-
-
-
-
(5,866,135)
(5,866,135)
-
(11,571,431)
-
61,239,238
47,691,196
(47,691,196)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,729
(7,729)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,729
355,619,860
14,055,334
11,599,899
367,219,759
(1,172)
14,054,162
11,598,727
381,273,921
-
-
-
-
-
(40,447,190)
-
-
-
513,647
(87,170)
52,658,851
(40,378)
(6,855,471)
(127,548)
45,803,380
(238,384)
(238,384)
-
(382)
11,232,795
386,904,992
-
-
-
-
-
(39,654,108)
-
-
-
(54,285)
133,400
23,209,523
(116,407)
(14,584,450)
16,993
8,625,073
(250,972)
(250,972)
10,998,816
355,570,700
79,308,216 26,158,472 57,873,852 86,932,416 64,181,468 61,239,238 7,729 369,675,194
-
-
-
-
-
-
-
-
-
-
-
513,647
-
-
5,452,101
-
-
-
-
-
-
- - -
-
-
-
-
-
-
79,308,216
-
-
-
-
-
-
-
63,325,953
5,274,602
-
-
-
-
-
-
- -
- -
$
79,308,216
68,600,555

See accompanying notes to Consolidated financial statements.

225

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net gain on diposal of financial assets
Net loss (profit) on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted for using equity method
(Profit) loss on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Realized profit from affiliated companies
Unrealized foreign exchange profit or loss
Other revenue, overdue dividends and compensation of board and directors
Gain on reversal of impairment loss of property, plant and equipment
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable
Decrease in accounts receivable (including related parties)
(Increase) decrease in other receivable
Decrease (increase) in inventories
(Increase) decrease in other current assets
Total changes in operating assets
Decrease in notes and accounts payable
(Decrease) increase in other payable
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at amortised cost
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease in other receivables due from related parties
Increase in other non-current assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Increase in short-term notes and bills payable
Proceeds from issuing bonds
Repayments of bonds
Proceeds from long-term debt
Repayments of long-term debt
(Decrease) increase in other borrowings (long-term notes payables)
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
Decrease in other non-current liabilities
Cash dividends paid
Change in non-controlling interests
Net cash flows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to Consolidated financial statements.

226

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Nan Ya Plastics Corporation was incorporated on August 22, 1958, and established its factories in Kaohsiung City. The Company engages in the manufacture and sale of plastic products, polyester fibers, petrochemical products, and electronic materials. It has gone through several capital increases and established many divisions. Currently, the Company has the following divisions: plastics, fiber, petrochemical, electronics, and engineering. It also has 10 manufacturing plants across Taiwan, 1 branch office in Mai-Liao and 1 branch office in Sen-Kong.

(2) Approval date and procedures of the consolidated financial statements:

The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 18, 2019.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.

are effective for annual periods beginning on or after January 1, 2019.
Effective date
New, Revised or Amended Standards and Interpretations per IASB
IFRS 16 “Leases” January 1, 2019
IFRIC 23 “Uncertainty over Income Tax Treatments” January 1, 2019
Amendments to IFRS 9 “Prepayment features with negative compensation” January 1, 2019
Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” January 1, 2019
Amendments to IAS 28 “Long-term interests in associates and joint ventures” January 1, 2019
Annual Improvements to IFRS Standards 2015–2017 Cycle January 1, 2019

Except for the following items, the Consolidated Company believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:

(i) IFRS 16“Leases”

IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

(Continued)

227

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Consolidated Company applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below,

1) Definition of a lease

Previously, the Consolidated Company determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Consolidated Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 4(m).

On transition to IFRS 16, the Consolidated Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Consolidated Company applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.

  • 2) As a lessee

As a lessee, the Consolidated Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Consolidated Company. Under IFRS 16, the Consolidated Company recognizes right-of-use assets and lease liabilities for most leases – i.e. these leases are on-balance sheet.

The Consolidated Company decided to apply recognition exemptions to short-term leases of buildings that have a lease term of 12 months or less.

  • Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Consolidated Company’s incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:

  • - their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee’ s incremental borrowing rate at the date of initial application – the Consolidated Company applied this approach to its largest property leases; or

  • - an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments – the Consolidated Company applied this approach to all other lease.

(Continued)

228

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

In addition, the Consolidated Company used the following practical expedients when applying IFRS 16 to leases.

  • - Applied a single discount rate to a portfolio of leases with similar characteristics.

  • - Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.

  • - Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.

  • - Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.

  • - Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

  • 3) Impacts on financial statements

On transition to IFRS 16, the Consolidated Company recognized additional $1,394,800 of right-of-use assets and $624,278 of lease liabilities, the difference was recognized in retained earnings. When measuring lease liabilities, the Consolidated Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied was 3.10%.

Operating lease commitment on December 31, 2018 as disclosed in
the Consolidated Company’s
consolidated financial statements
Discounted using the incremental borrowing rate on January 1, 2019
Lease liabilities recognized on January 1, 2019
January 1, 2019
$ 666,080
624,278
$
624,278
  • (b) The impact of IFRS issued by FSC but not yet effective

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 3 “Definition of a Business” January 1, 2020
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform” January 1, 2020
Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020

The Consolidated Company assesses that the adoption of the abovementioned standards would not have any material impact on its consolidated financial statements.

(Continued)

229

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Effective date New, Revised or Amended Standards and Interpretations per IASB Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between Effective date to an Investor and Its Associate or Joint Venture” be determined by IASB IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2022

Those which may be relevant to the Consolidated Company are set out below:

Issuance / Release
Dates
September 11, 2014
Standards or
Interpretations
Content of amendment
Amendments to IFRS 10 and
IAS 28 “Sale or Contribution
of Assets Between an Investor
and Its Associate or Joint
Venture”
The amendments address an acknowledged
inconsistency between the requirements in
IFRS 10 and those in IAS 28 (2011) in
dealing with the sale or contribution of assets
between an investor and its associate or joint
venture.
The main consequence of the amendments is
that a full gain or loss is recognized when a
transaction involves a business (whether it is
housed in a subsidiary or not). A partial gain
or loss is recognized when a transaction
involves assets that do not constitute a
business, even if these assets are housed in a
subsidiary.

The Consolidated Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Consolidated Company completes its evaluation.

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, ROC.

(Continued)

230

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Basis of preparation

Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • (i) Financial instruments at fair value through profit or loss are measured at fair value;

  • (ii) Fair value through other comprehensive income (Available-for-sale) financial assets are measured at fair value;

  • (iii) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 6(p).

Functional and presentation currency

The functional currency of each Consolidated Company entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’ s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

  • (c) Basis of consolidation

  • (i) Principle of preparing consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Consolidated Company. The Consolidated Company ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

  • (ii) List of subsidiaries in the consolidated financial statements:
Investor The name of
subsidiaries
Business activity Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
100.00
%
100.00
Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
100.00
%
100.00
December 31,
2019
%
100.00
%
100.00
The Company
The Company
Nan Ya Plastics Corporation
U.S.A.
Nan Ya Plastics Corporation
America
production of plastic
products
production of plastic,
polyester and chemical
products
%
100.00
%
100.00

(Continued)

231

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor The name of
subsidiaries
Business activity Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
66.97
%
66.97
%
100.00
%
100.00
%
50.00
%
50.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 1
%
100.00
%
100.00
%
-
%
-
Note 1
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 2
%
-
%
-
Note 2
%
100.00
%
100.00
Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
66.97
%
66.97
%
100.00
%
100.00
%
50.00
%
50.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 1
%
100.00
%
100.00
%
-
%
-
Note 1
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 2
%
-
%
-
Note 2
%
100.00
%
100.00
December 31,
2019
%
100.00
%
100.00
%
100.00
%
66.97
%
100.00
%
50.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB (HK)
Corporation
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Formosa Plastics Group
Investment Corp.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Superior World Wide
Trading Co., Ltd.
Nan Ya PCB Corporation
Wen Fung Industrial Co.,
Ltd.
Nan Chung Petrochemical
Corporation
Nan Ya Plastics
International (Cayman)
Limited
PFG Fiber Glass
Corporation
PFG Fiber Glass (Hong
Kong) Corporation Limited
Nan Ya PCB (U.S.A.)
Corporation
Nan Ya PCB (HK)
Corporation
Nan Ya PCB (Kunshan)
Corporation
Nan Ya Plastics (Nantong)
Co., Ltd.
Nan Ya Electric (Nantong)
Co., Ltd.
Nan Ya Plastics Film
(Nantong) Co., Ltd.
China Nantong Huafeng
Co., Ltd.
Nantong Huafu Plastics Co.,
Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Draw Textured
Yarn (Kunshan) Co., Ltd.
Nan Ya Plastics
(Guangzhou) Co., Ltd.
Nan Ya Plastics (Huizhou)
Co., Ltd.
Nan Ya Plastics Film
(Huizhou) Co., Ltd.
Nan Ya Electronic Materials
(Huizhou) Co., Ltd.
investment
plastics and electronic
products trading,
investment
plastics trading,
investment
production of printed
circuit board
production of
electronic components
production of chemical
products
investment
production of glass
fiber
investment
retargeting
electronic materials
trading, investment
production of printed
circuit board
production of plastic
products, steam and
electricity
production of switch
gear and control panel
production of plastic
products
trading
trading
production of
electronic materials,
polyester products,
steam and electricity
production of fiber
production of polyester
products
production of polyester
products
production of plastic
film products
production of
electronic materials
%
100.00
%
100.00
%
100.00
%
66.97
%
100.00
%
50.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 1
%
100.00
%
-
Note 1
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Note 2
%
-
Note 2
%
100.00

(Continued)

232

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor The name of
subsidiaries
Business activity Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
85.00
%
85.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Shareholding
December 31,
2019
December 31,
2018
Note
%
100.00
%
100.00
%
85.00
%
85.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
December 31,
2019
%
100.00
%
85.00
%
100.00
%
100.00
%
100.00
%
100.00
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Wen Fung Industrial Co.,
Ltd.
Nan Ya Plastics Corporation
America
PFG Fiber Glass (Hong
Kong) Corporation Limited
Nan Ya Trading (Huizhou)
Co., Ltd.
Nan Ya Plastics (Xiamen)
Co., Ltd.
Nan Ya Plastics (Ningbo)
Co., Ltd.
Wellink Technology
Corporation
Nan Ya Plastics Corporation
Texas
PFG Fiber Glass (Kunshan)
Co., Ltd.
trading
production of plastic
products
production of plastic
products and
plasticizer
production of
electronic components
production of chemical
products
production of glass
fiber
%
100.00
%
85.00
%
100.00
%
100.00
%
100.00
%
100.00
  • Note 1: On October 1, 2018, Nan Ya Plastics (Nantong) Co., Ltd and Nan Ya Plastics Film (Nantong) Co., Ltd merged into Nan Ya Plastics (Nantong) Co., Ltd.

  • Note 2: On October 1, 2018, Nan Ya Plastics (Huizhou) Co., Ltd and Nan Ya Plastics Film (Huizhou) Co., Ltd merged into Nan Ya Plastics (Huizhou) Co., Ltd.

The Company holds fifty-percent voting shares of Nan Chung Petrochemical Corporation (Nan Chung), therefore, the general manager of Nan Chung has been designated by the Company. As the Company has control over the operations of Nan Chung, hence, the Company included Nan Chung as one of its subsidiaries in its consolidated financial statements.

  • (d) Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Consolidated Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • an investment in equity securities designated as at fair value through other comprehensive income;

  • a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • qualifying cash flow hedges to the extent that the hedges are effective.

(Continued)

233

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Consolidated Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Consolidated Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period ; or

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period date.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period date; or

(Continued)

234

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) The Consolidated Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period date. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Consolidated Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI); or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Consolidated Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(Continued)

235

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Consolidated Company may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income derived from equity investments is recognized on the date that the Consolidated Company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

  • 3)

  • Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Consolidated Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

(Continued)

236

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) Business model assessment

The Consolidated Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

  • how the performance of the portfolio is evaluated and reported to the Consolidated Company management;

  • the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

  • the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered as sales for this purpose, and are consistent with the Consolidated Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

  • 5) Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘ principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Consolidated Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Consolidated Company considers the following:

  • contingent events that would change the amount or timing of cash flows;

  • terms that may adjust the contractual coupon rate, including variable rate features;

(Continued)

237

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • prepayment and extension features; and

  • terms that limit the Consolidated Company's claim to cash flows from specified assets (e.g. non-recourse features)

  • 6)

  • Impairment of financial assets

The Consolidated Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets) and contract assets.

The Consolidated Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • debt securities that are determined to have low credit risk at the reporting date; and

  • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Consolidated Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Consolidated Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Consolidated Company’s historical experience and informed credit assessment, as well as forward-looking information.

The Consolidated Company assumes that the credit risk on a financial asset has increased significantly if there is a breach of contract.

The Consolidated Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations in full. The Consolidated Company measures its loss allowances at an amount equal to lifetime expected credit loss.

(Continued)

238

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Consolidated Company in accordance with the contract and the cash flows that the Consolidated Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Consolidated Company assesses whether financial assets carried at amortized cost is credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • significant financial difficulty of the borrower or issuer;

  • a breach of contract such as a default or being more than one year past due;

  • the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Consolidated Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Consolidated Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Consolidated Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Consolidated Company’s procedures for recovery of amounts due.

  • 7) Derecognition of financial assets

The Consolidated Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Consolidated Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Consolidated Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(Continued)

239

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Consolidated Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions ofa financial liability and an equity instrument.

2) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

3) Derecognition of financial liabilities

The Consolidated Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Consolidated Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

4) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Consolidated Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

(Continued)

240

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (i) Investment in associates

Associates are those entities in which the Consolidated Company has significant influence, but not control or joint control, over the financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill which is arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Consolidated Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Consolidated Company, from the date on which significant influence commences until the date on which significant influence ceases. The Consolidated Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Consolidated Company and an associate are recognized only to the extent of unrelated Group’s interests in the associate.

When the Consolidated Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the consolidated Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Consolidated Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Consolidated Company’s proportionate interest in the net assets of the associate. The Consolidated Company records such a difference as an adjustment to its investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under additional paid in capital. If the additional paid in capital resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Consolidated Company’s ownership interest is reduced due to the additional subscription of the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of its related assets or liabilities.

(Continued)

241

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. The IFRS classifies joint arrangements into two types — joint operations and joint ventures, which have the following characteristics:

  • (i) All parties are bound by the arrangement; and

  • (ii) the contractual arrangement gives two or more of those parties joint control of the arrangement. IFRS 11 “Joint Arrangements” defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (ie activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.

A joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The Consolidated Company accounts for the assets, liabilities, revenues and expenses in relation to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. When assessing whether a joint arrangement is a joint operation or a joint venture, the Consolidated Company considers the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances.

A joint venture is a joint arrangement whereby the Consolidated Company has joint control of the arrangement (i.e. joint venturers) in which the Consolidated Company has rights to the net assets of the arrangement , rather than rights to its assets and obligations for its liabilities.The Consolidated Company recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Consolidated Company qualifies for exemption from that Standard. Please refer to note 6(g) for the application of the equity method.

When assessing the classification of a joint arrangement, the Consolidated Company considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Consolidated Company reevaluates whether the classification of the joint arrangement has changed.

(k) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment. Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss. Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

(Continued)

242

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (l) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they

are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Consolidated Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for the current and comparative years are as follows:

  • 1) Buildings: 25 to 50 years.

  • 2) Machinery and transportation equipment: 7 to 15 years.

  • 3) Miscellaneous equipment: 7 to 15 years.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner occupied to investment property.

(Continued)

243

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(m) Lease

Lease (applicable from January 1, 2019)

  • (i) Identifying a lease

At inception of a contract, the Consolidated Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Consolidated Company assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the Consolidated Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the Consolidated Company has the right to direct the use of the asset, if either:

  • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • - the Consolidated Company has the right to operate the asset is used throughout the period of use, without the supplier having the right to change those operating instructions; or

    • - the Consolidated Company designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

At inception or on reassessment of a contract that contains a lease component, the Consolidated Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Consolidated Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

  • (ii) As a lessee

The Consolidated Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

(Continued)

244

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Consolidated Company’s incremental borrowing rate. Generally, the Consolidated Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • there is a change in the Consolidated Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • there is a change in scope, object or other conditions of a lease.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Consolidated Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-ofuse asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

(Continued)

245

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Consolidated Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Consolidated Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of buildings that have a lease term of 12 months or less and leases of lowvalue assets. The Consolidated Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(iii) As a leasor

When the Consolidated Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Consolidated Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Consolidated Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Consolidated Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Consolidated Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Consolidated Company applies IFRS15 to allocate the consideration in the contract.

The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Consolidated Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘rental income’.

Lease (applicable before January 1, 2019)

(i) Lessor

Lease income from an operating lease is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and recognized as an expense over the lease term on the same basis as the lease income. Incentives granted to the lessee to enter into an operating lease are spread over the lease term on a straight-line basis in order that the lease income received is reduced accordingly.

Contingent rents are recognized as income in the period when the lease adjustments are confirmed.

(Continued)

246

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Lessee

Leases are operating leases and are not recognized in the Consolidated Company’s balance sheets. Payments made under operating leases (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease.

Contingency rent is recognized as expense in the period in which it is incurred.

  • (n) Intangible assets, technical cooperation fee and long-term prepaid rental expense (recognized as other assets)

  • (i) Intangible assets, technical cooperation fee and long-term prepaid rental expense

Other intangible assets, including intangible assets, technical cooperation fee and long-term prepaid rental expense, that are acquired by the Consolidated Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Goodwill 15 years
2) Technical cooperation fee 5~15 years
3) Long-term prepaid rental expense 50 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(o) Impairment – Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties, measured at fair value) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

(Continued)

247

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(p) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’ s main types of revenue are explained below.

1) Sale of goods

The Consolidated Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Consolidated Company any has objective evidence that all criteria for acceptance have been satisfied.

(Continued)

248

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Financing components

The Consolidated Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Consolidated Company does not adjust any of the transaction prices for the time value of money.

  • (q) Contract costs (applicable from January 1, 2018)

  • (i) Incremental costs of obtaining a contract

The Consolidated Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Consolidated Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Consolidated Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.

The Consolidated Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

(ii) Costs to fulfill a contract

If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Consolidated Company recognizes an asset from the costs incurred to fulfill a contract only if those costs meet all of the following criteria:

  • ●the costs relate directly to a contract or to an anticipated contract that the Consolidated Company can specifically identify;

  • ●the costs generate or enhance resources of the Consolidated Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

  • ●the costs are expected to be recovered.

General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Consolidated Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Consolidated Company recognizes these costs as expenses when incurred.

(Continued)

249

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(r) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Defined benefit plans

The Consolidated Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Consolidated Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Consolidated Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Consolidated Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Consolidated Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(s) Share–based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

(Continued)

250

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

  • (t) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Consolidated Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) Taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Consolidated Company has a legally enforceable right to set off current tax assets against current tax liabilities ; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(Continued)

251

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax asset are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves..

(u) Earnings per share

The Consolidated Company discloses the Company’ s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation.

(v) Operating segments

An operating segment is a component of the Consolidated Company that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Consolidated Company). Operating results of the operating segment are regularly reviewed by the Consolidated Company’ s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to

make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Evaluation of inventories

Because inventories are measured at the lower of cost and net realizable value, the Consolidated Company evaluates the amount of normal waste, obsolete, and inventories without market price as of the reporting date, and reduces the book value to net realizable value. Such evaluation method depends on the demand of merchandise for a particular period of time in the future; therefore, there might be significant change due to the rapid industry transformation. Please refer to note 6(f) for further description of the evaluation of inventories.

(Continued)

252

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Measurement of defined benefit obligations

Accrued pension liabilities and resulting pension expenses under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate of employee turnover, future salary increase rate, etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability. Refer to note 6(p) for further description of the actuarial assumptions and sensitivity analysis.

The Consolidated Company’ s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Consolidated Company establishes a measurement and review mechanism for measuring fair value.

The Consolidated Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data. For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to note 6(x), financial instruments, for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and Cash Equivalents
Cash on hand

Cash in banks
Time deposits
Cash equivalents
Cash and cash equivalents
December 31,
2019
December 31,
2018
$ 1,483
1,454
5,922,259
10,533,271
28,061,383
33,242,563
9,622,994
8,588,594
$
43,608,119
52,365,882

Please refer to note 6(x) for the interest rate risk and fair value sensitivity analysis of the financial assets and liabilities of the Consolidated Company.

  • (b) Financial assets at fair value through profit or loss
Current financial assets designated as at fair value through
profit or loss:
Funds
$
December 31,
2019
December 31,
2018

4,044,356
4,017,249

(Continued)

253

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Non-current financial assets designated as at fair value through
profit or loss:
Foreign Bonds
Foreign Stocks
Total
December 31,
2019
December 31,
2018
$ 510,611
715,289
314,115
332,588
$
824,726
1,047,877

Remeasurement at fair value recognized in profit or loss is disclosed in note 6(w).

  • (c) Financial assets at fair value through other comprehensive income

Current financial assets at fair value through other comprehensive income

December 31, December 31, December 31,
2019 2018
Equity instruments at fair value through other comprehensive
income:
Stocks $ 41,715,821 44,528,667
Non-current financial assets at fair value through other comprehensive income
December 31, December 31,
2019 2018
Stocks $ 22,662,110 28,011,349
  • (i) Debt investments at fair value through other comprehensive income

The Consolidated Company has assessed that the following securities were held within a business model whose objective was achieved by both collecting the contractual cash flows and by selling securities. Therefore, they have been classified as debt investments at fair value through other comprehensive income.

  • (ii) Equity investments at fair value through other comprehensive income

The Consolidated Company designated the investments shown above as equity instruments at fair value through other comprehensive income because these equity instruments represent those investments that the Consolidated Company intends to hold for long-term for strategic purposes.

On April 16, 2018, the Consolidated Company participated in the proportional capital increase by cash of Formosa Ha Tinh (Cayman) Limited, at 11.43% ownership interest, with the total investment amounting to USD57,161 thousand (equivalent to $1,676,070).

There were no disposals of strategic investments and transfers of any cumulative gain or loss within equity relating to these investments as of December 31, 2019 and 2018.

(Continued)

254

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) For credit risk and market risk; please refer to note 6(x).

(iv) The financial assets at fair value through other comprehensive income of the Consolidated Company had been pledged as collateral; please refer to note 8.

  • (d) Notes and accounts receivable
Notes receivable from operating activities
Accounts receivable
Overdue receivables
Less: Loss allowance
December 31,
2019
December 31,
2018
$ 5,573,110
6,581,868
38,849,472
42,029,583
4,555
34,567
(363,604)
(399,954)
$
44,063,533
48,246,064

The Consolidated Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables on December 31, 2019 and 2018. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision as of December 31, 2019 and 2018 amounted to $363,604 and $399,954, respectively, expected loss rate less than 1%.

The Consolidated Company applies the expected credit losses to analysis of notes and accounts receivable as of December 31, 2019 and 2018 were determined as follows:

Past due 1 to 90 days
Past due 90 to 180 days
Past due 180 to 360 days
Past due over 360 days
December 31,
2019
December 31,
2018
$ 99,867
356,122
63,102
85,466
45,317
83,682
56,025
76,580
$
264,311
601,850

The movement in the allowance for notes and accounts receivable were as follows:

Balance at January 1, 2019 and 2018
Impairment losses reversed
Foreign exchange gains/(losses)
Balance at December 31, 2019 and 2018
For the years ended
December 31
2019
2018
$ 399,954
418,824
(29,028)
(16,472)
(7,322)
(2,398)
$
363,604
399,954

As of December 31, 2019 and 2018, notes and accounts receivable which were overdue or under legal proceedings amounted to $4,555 and $34,567. Such receivables were reclassified to overdue receivables under other assets and provided with a full impairment loss provision.

(Continued)

255

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Consolidated Company signed without-recourse factoring and financing contracts with financial institutions. According to these contracts, the net accounts receivable that have matured but are still uncollected will be paid by the financial institutions, except for those affected by trade disputes. As of December 31, 2019 and 2018, the outstanding accounts receivable factoring transactions between the Consolidated Company and the financial institutions were as follows:

Purchaser
Gold Circuit Electronics, Ltd
E. Sun Bank
Purchaser
Gold Circuit Electronics, Ltd
E. Sun Bank
Other receivables
Other accounts receivable—other
Other accounts receivable—loans to
associates
Less: Loss allowance
Total
December 31, 2019
Purchaser Factoring
Balance
Advanced
Amount
Factoring
Line
$
69,693
-
100,000
December 31, 2018
E. Sun Bank
Purchaser

(e) Other receivables

Other receivables are financial assets with low credit risk, thus the Consolidated Company measured the loss allowance based on 12-month expected credit losses.

(f) Inventories

The components of inventories were as follows:

Finished goods
Work in process
Machinery and accessories in process
Raw materials
Supplies
Consigned-out raw materials
Consigned-out finished goods
Goods in transit
Inventories, net
December 31,
2019
December 31,
2018
$ 12,537,778
15,454,895
10,154,245
12,788,826
4,835,894
4,011,249
11,326,558
13,234,237
950,930
832,700
189,211
219,347
16,881
9,612
1,556,255
2,489,976
$
41,567,752
49,040,842

(Continued)

256

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The details of the cost of sales were as follows:

For the years ended
December 31
2019 2018
Inventory that has been sold $ 254,673,143 281,091,295
Write-down of inventories (Reversal of write-downs) (306,449) 404,341
Unallocated production overheads 3,806,102 2,558,629
$ 258,172,796 284,054,265
  • (g) Investments accounted for using equity method

The components of the investments accounted for using equity method at the reporting date were as follows:

Associates
Joint ventures
December 31,
2019
December 31,
2018
$ 164,591,844
169,446,506
517,537
424,630
$
165,109,381
169,871,136
  • (i) Associates

The Consolidated Company’s share of net income (loss) of associates were as follows:

For the years ended
December 31
2019 2018
The Consolidated Company’s share of net income of
associates $ 11,731,913 26,149,691
  • 1) The unrealized translation gain or loss arising from the investment in foreign entities, which was determined on exchange rates as of December 31, 2019 and 2018, were recognized in comprehensive income.

  • 2) The unrealized sales profits from downstream transactions with investees under the equity method are treated as deductions from gross income. The realized sales profits from downstream sales are added to gross income. Details of these transactions are disclosed in note 7.

  • 3) In March, August and Decenber, 2019, the Consolidated Company participated in the capital increase by cash of FG Inc., Formosa Resources Corporation, and Formosa Synthetic Rubber Corporation, with total investment amounting to USD7,500 thousand (equivalent to $231,570), $1,570,000 and $46,000, respectively.

(Continued)

257

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) In October, 2018, the Consolidated Company participated in the capital increase by cash of Formosa Synthetic Rubber (Hong Kong) Corporation Limited, with the total investment amounting to USD65,000 thousand (equivalent to $2,010,450).

  • 5) The Consolidated Company’s financial information for investments accounted for using the equity method that are individually insignificant were as follows:

December 31, December 31, December 31,
2019 2018
Carrying amount of individually insignificant
associates’ equity $ 164,591,844 169,446,506
For the years ended December 31
2019 2018
Attributable to the Consolidated Company:
Net Income $ 11,731,913 26,149,691
Other comprehensive income (1,739,976) (2,994,412)
Total comprehensive income $ 9,991,937 23,155,279
Joint ventures
The Consolidated Company’s share of net income of joint venture were as follows:
For the years ended
December 31
2019 2018
The Consolidated Company’s share of net income of joint
ventures $ 106,840 30,049

(ii) Joint ventures

The Consolidated Company’ s financial information for investments in individually insignificant joint venture accounted for using equity method at the reporting date was as follows. These financial information are included in the consolidated financial statements.

The carrying value of joint ventures that were not
individually material
Attributable to the Consolidated Company:
Net income
Other comprehensive income
Total comprehensive income
December 31,
2019
December 31,
2018
$
517,537
424,630
For the years ended
December 31

(Continued)

258

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Collateral

Please refer to note 8 for investments accounted for using equity method which were pledged to banks or courts as collateral to secure the Consolidated Company’s bank loans and lawsuits as of December 31, 2019 and 2018

(h) Property, Plant and Equipment

The cost, depreciation, and impairment of property, plant and equipment of the Consolidated Company were as follows:

Cost or deemed cost:
Balance on January 1, 2019
Additions
Disposals
Reclassification
Effect of movements in
exchange rates
Balance on December 31, 2019
Balance on January 1, 2018
Additions
Disposals
Reclassification
Effect of movements in
exchange rates
Balance on December 31, 2018
Depreciation and impairment loss:
Balance on January 1, 2019
Depreciation for the period
Reversal of impairment
Disposals
Reclassification
Effect of movements in
exchange rates
Balance on December 31, 2019
Balance on January 1, 2018
Depreciation for the period
Reversal of impairment
Disposals
Reclassification
Effect of movements in
exchange rates
Balance on December 31, 2018
Carrying amounts:
Balance on December 31, 2019
Balance on December 31, 2018
Land
$ 13,494,231
9,869
(2,016)
-
(1,587)
$
13,500,497
$ 9,870,462
3,613,725
(700)
8,966
1,778
$
13,494,231
$ -
-
-
-
-
-
$
-
$ -
-
-
-
-
-
$
-
$
13,500,497
$
13,494,231
Building and
construction
62,744,023
1,927
(38,438)
(107,656)
(911,035)
61,688,821
61,875,380
1,175,812
(149,525)
82,631
(240,275)
62,744,023
34,982,056
1,996,284
-
(20,320)
(158,796)
(478,605)
36,320,619
33,094,723
2,089,876
-
(119,768)
1
(82,776)
34,982,056
25,368,202
27,761,967
Machinery
and
equipment
344,851,726
1,448,022
(5,598,968)
11,025,265
(4,397,209)
347,328,836
339,296,466
1,423,544
(3,542,559)
8,700,603
(1,026,328)
344,851,726
270,655,062
12,319,601
(59)
(4,641,689)
6,982
(3,117,272)
275,222,625
261,429,163
13,298,915
(9,761)
(3,339,156)
(427,516)
(296,583)
270,655,062
72,106,211
74,196,664
Transportation
equipment
1,547,158
15,152
(50,393)
36,040
(14,574)
1,533,383
1,555,915
21,787
(64,783)
34,490
(251)
1,547,158
1,357,620
51,865
-
(49,482)
(8,525)
(11,779)
1,339,699
1,372,432
47,954
-
(62,873)
-
107
1,357,620
193,684
189,538
Other
facilities
12,480,222
270,447
(318,298)
701,345
(155,094)
12,978,622
12,091,506
159,637
(194,523)
493,829
(70,227)
12,480,222
9,685,710
640,467
-
(312,134)
(6,991)
(118,736)
9,888,316
9,367,746
555,824
-
(188,106)
226
(49,980)
9,685,710
3,090,306
2,794,512
Construction
in progress
Total
22,470,349
457,587,709
27,738,562
29,483,979
(45,986)
(6,054,099)
(7,493,082)
4,161,912
(833,379)
(6,312,878)
41,836,464
478,866,623
13,476,233
438,165,962
14,752,512
21,147,017
(68,198)
(4,020,288)
(5,991,643)
3,328,876
301,445
(1,033,858)
22,470,349
457,587,709
-
316,680,448
-
15,008,217
-
(59)
-
(5,023,625)
-
(167,330)
-
(3,726,392)
-
322,771,259
-
305,264,064
-
15,992,569
-
(9,761)
-
(3,709,903)
-
(427,289)
-
(429,232)
-
316,680,448
41,836,464
156,095,364
22,470,349
140,907,261

(Continued)

259

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) Please refer to note 8 for the property, plant and equipment pledged to secure bank loans as of December 31, 2019 and 2018.

  • (ii) For the years ended December 31, 2019 and 2018, the capitalized interest on borrowings for the purchase of the property, plant and equipment of the Consolidated Company amounted to $299,843 and $63,733, respectively. The capitalized interest rate ranged from 1.3030% to 3.5230% and 1.405% to 2.2793% for the years ended December 31, 2019 and 2018, respectively.

  • (i) Right-of-use assets

The Consolidated Company leases many assets including land and buildings, machinery and transportation equipment. Information about leases for which the Consolidated Company as a lessee is presented below:

Cost:
Balance at January 1, 2019
Effects of retrospective application
Acquisitions
Disposal
Effect of changes in foreign exchange
rates
Balance at December 31, 2019
Accumulated depreciation and
impairment losses:
Balance at January 1, 2019
Depreciation for the period
Disposal
Effect of changes in foreign exchange
rates
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2019
Land
$ -
777,198
2,270
(272)
(35,475)
$
743,721
$ -
29,094
(272)
(8,549)
$
20,273
$
723,448
Building and
construction
-
121,009
79,378
(1,486)
(40)
198,861
-
62,694
-
(23)
62,671
136,190
Machinery
and
equipment
-
29,296
-
(1,047)
(304)
27,945
-
9,203
(1,047)
(136)
8,020
19,925
Transportation
equipment
Total
-
-
467,297
1,394,800
356
82,004
-
(2,805)
(9,543)
(45,362)
458,110
1,428,637
-
-
142,903
243,894
-
(1,319)
(3,779)
(12,487)
139,124
230,088
318,986
1,198,549
  • (j) Intangible assets

The cost, amortization and impairment of the intangible assets of the Consolidated Company were as follows:

Costs :
Balance at December 31, 2019 (as same as balance at January 1, 2019)
Balance at December 31, 2018 (as same as balance at January 1, 2018)
Accumulated amortization and impairment losses :
Balance at January 1, 2019
Amortization for the period
Balance at December 31, 2019
Trademark
$
2,897,172
$
2,897,172
$ 410,432
193,145
$
603,577

(Continued)

260

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance at January 1, 2018
Amortization for the period
Balance at December 31, 2018
Carrying value:
Balance at December 31, 2019
Balance at December 31, 2018
Trademark
$ 217,287
193,145
$
410,432
$
2,293,595
$
2,486,740

The amortization expense relating to the intangible assets of the Consolidated Company for the years ended December 31, 2019 and 2018 was recognized in the administrative expenses in the statements of comprehensive income.

(k) Short-term notes and bills payable

Short-term notes and bills payable
Discount on short-term notes and bills payable
Total
Range of interest rates
(l)
Short-term borrowings
Unsecured short-term borrowings
Range of interest rates
December 31,
2019
December 31,
2018
$ 15,400,000
8,900,000
(7,205)
(2,253)
$
15,392,795
8,897,747
0.532%~0.695%
0.36%~0.75%
December 31,
2019
December 31,
2018
$
24,012,100
21,253,381
0.67%~0.99%
0.74%~4.35%

The amount of $2,772,313 and $11,969,794 were issued respectively, and there were no material buyback or redemption on short-term borrowings for the years ended December 31, 2019 and 2018. For information concerning interest expense, please refer to note 6(w).

(m) Long-term debts

Long-term debts consisted of the following:

Secured long-term debts
Unsecured long-term debts
Unsecured long-term debts
Long-term notes payable
Less: current portion
Total
December 31, 2019
Interest rate
Expiration
Amount
0.9900%~1.6316%
2020~2021
$ 4,000,000
0.9456%~1.0920%
2020~2022
4,300,000
3.2140%~3.5230%
2021
9,784,450
0.57%~0.842%
2020
5,096,417
(3,333,333)
$
19,847,534
Currency Interest rate
TWD
TWD
USD
TWD
0.9900%~1.6316%
0.9456%~1.0920%
3.2140%~3.5230%
0.57%~0.842%

(Continued)

261

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Secured long-term debts
Unsecured long-term debts
Unsecured long-term debts
Long-term notes payable
Less: current portion
Total
December 31, 2018
Interest rate
Expiration
Amount
1.6316%
2018~2021
$ 3,333,333
0.98%~1.09%
2019~2020
8,000,000
4.75%
2020
937,472
0.44%~0.84%
2019~2020
7,096,550
(6,133,333)
$
13,234,022
Currency Interest rate
TWD
TWD
CNY
TWD
1.6316%
0.98%~1.09%
4.75%
0.44%~0.84%

Please refer to note 6(x) for information on the Consolidated Company’s exposure to liquidity risk, and risk of changes in interest rates and liquidation risk.

  • (i) The Consolidated Company issued the amounts of $14,388,650 and $3,200,000 on long term loans for the years ended December 31, 2019 and 2018, respectively. The amounts of $8,255,441 and $15,802,786 were redeemed for the years ended December 31, 2019 and 2018, respectively. For information on interest expenses, please refer to note 6(w).

  • (ii) Pledged assets for bank loans

For the collateral for long-term borrowings, please refer to note 8.

  • (iii) Secured debts

In order to raise funds to repay debts and for reinvestments, new factory construction plans, and foreign and domestic equipment acquisitions, the Consolidated Company signed a syndicated long-term mortgage loan agreement with Bank of Taiwan, the lead bank of the syndicated loan, and other banks on November 14, 2013. The key terms and conditions of the loan agreement are as follows:

  • 1) Credit line: TWD6,000,000

  • 2) Interest rate: as settled with each participating bank.

  • 3) Period: 7 years (including a 3-year grace period)

  • 4) Collateral: the acquired land financed by the loan.

  • 5) The financial covenants under this loan agreement include the requirement to maintain certain financial ratios based on the audited annual financial reports. Failure to comply with these financial covenants may cause the syndicated banks to terminate the credit line or declare the unpaid principal and interest under the loan agreement to be immediately due and payable. These financial ratios are as follows:

  • a) Current Ratio (total current assets divided by total current liabilities): not less than 100%

  • b) Leverage Ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 150%

As of December 31, 2019, TWD6,000,000 of the credit line had been drawn.

(Continued)

262

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Bonds payable

Domestic unsecured nonconvertible corporate bonds
Costs of issuing bonds
Current portion
Total
December 31,
2019
December 31,
2018
$ 64,050,000
58,600,000
(71,339)
(68,545)
(4,647,875)
(5,946,931)
$
59,330,786
52,584,524

The terms of domestic corporate bonds as of December 31, 2019 were as follows:

Issued amount
Balance, end of year
Current portion
Issuance date
Issuance period
Coupon rate
Interest payment date
Repayment method
Issued amount
Balance, end of year
Current portion
Issuance date
Issuance period
Coupon rate
Interest payment date
Repayment method
The third domestic
unsecured
nonconvertible
corporate bond
in 2012
The first domestic
unsecured
nonconvertible
corporate bond
in 2013
The second domestic
unsecured
nonconvertible
corporate bond
in 2013
The first domestic
unsecured
nonconvertible
corporate bond
The second domestic
unsecured
nonconvertible
corporate bond
in 2014
in 2014
TWD10,000,000
TWD5,000,000
9,983,992
1,498,875
-
-
June 24, 2014
November 11, 2014
14 years and 15 years
5 years and 10 years
2.04%
1.45% and 1.93%
June 24
November 11
Payable in 2 equal
installments for each
coupon rate in 2028
and 2029,
respectively.
Payable in 2 equal
installments for each
coupon rate in
2018~2019 and
2023~2024,
respectively.
The first domestic
unsecured
nonconvertible
corporate bond
The second domestic
unsecured
nonconvertible
corporate bond
in 2019
in 2019
TWD6,300,000
TWD5,100,000
6,290,742
5,092,009
-
-
June 17, 2019
October 15, 2019
5 years, 7 years and
10 years
5 years.7 years and
10 years
0.74%, 0.82%, and
0.91%
0.71%.
0.75%
and
0.84%
June 17
October 15
Payable in 2 equal
installments for each
coupon rate in
2023~2024,
2025~2026, and
2028~2029,
respectively
Payable in 2 equal
installments for each
coupon rate in
2023~2024,
2025~2026, and
2028~2029,
respectively
TWD6,000,000
4,798,532
1,199,633
February 25, 2013
7 years and 10 years
1.36% and 1.50%
February 25
Payable in 2 equal
installments for each
coupon rate in
2018~2019 and
2021~2022,
respectively
The first domestic
unsecured
nonconvertible
corporate bond
in 2016
TWD9,600,000
949,599
949,599
August 5, 2013
4 years, 5 years and 7
years
1.40%, 1.45% and
1.55%
August 5
Payable in 2 equal
installments for each
coupon rate in
2016~2017,
2017~2018 and
2019~2020,
respectively
The first domestic
unsecured
nonconvertible
corporate bond
in 2017
TWD10,400,000
10,388,631
-
December 18, 2013
10 years and 12 years
1.98% and 2.08%
December 18
Payable in 2 equal
installments for each
coupon rate in
2022~2023 and
2024~2025,
respectively
The first domestic
unsecured
nonconvertible
corporate bond
in 2018
TWD5,000,000
4,997,286
2,498,643
August 16, 2016
5 years
0.68%
August 16
Payable in 2 equal
installments for each
coupon rate in 2020
and 2021, respectively
TWD9,500,000
401,847
-
July 10, 2017
5 years and 7 years
1.03% and 1.25%
July 10
Payable in 2 equal
installments for each
coupon rate in
2021~2022 and
2023~2024,
respectively
TWD10,500,000
10,487,148
-
September 6, 2018
5 years, 7 years and
10 years
0.83%, 0.91%, and
1.07%
September 6
Payable in 2 equal
installments for each
coupon rate in
2022~2023,
2024~2025, and
2027~2028,
respectively

(Continued)

263

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The details of Nan Ya Plastics (Hong Kong) Co., Ltd’s overseas corporate bond were as follows:

Issued in 2013 Issued amount USD 180,000 thousand Issuance date August 5, 2013 Issuance period 5 years Coupon rate 3 month LIBOR+1.1% Interest payment date February 5, May 5, August 5, and November 5 Bondholders with a put option The bondholders bear no right to request the Consolidated Company to redeem the bond.

Issuer with a redemption option The bond issuer bears the right to request the holders to redeem all outstanding bonds if the issuer needs to pay extra tax due to change in laws and regulations.

(o) Lease liabilities

The carrying values of lease liabilities were as follows:

The carrying values of lease liabilities were as follows:
Current
Non-current
December 31,
2019
$
197,527
$
291,222

For information on the maturity analysis, please refer to note 6(x).

The amounts recognized in profit or loss were as follows:

The amounts recognized in profit or loss were as follows:
For the years
ended
December 31,
2019
Interest on lease liabilities $ 17,681
Expenses relating to short-term leases $ 128,661

The amounts recognized in the statement of cash flows for the Consolidated Company was as follows:

Total cash outflow for leases For the year
ended
December 31,
2019
$
356,283

(Continued)

264

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Real estate leases

As of December 31, 2019, the Consolidated Company leases land and buildings for its office space and plants. The leases of land typically run for a period of 4 to 20 years, of office space for 2 to 20 years, and of plants for 3 years. Besides, the rights-of-use for land in mainland China typically run for 50 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

Some also require the Consolidated Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

(ii) Other leases

The Consolidated Company leases transportation equipment, with lease terms of 2 to 7 years. In some cases, the Consolidated Company has options to purchase the assets at the end of the contract term.

The Consolidated Company also leases buildings with contract terms of one year or less. These leases are short-term. The Consolidated Company has elected not to recognize right-of-use assets and lease liabilities for these leases.

(p) Employee Benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31,
2019
December 31,
2018
$ 31,416,494
31,872,431
(9,234,709)
(9,586,086)
$
22,181,785
22,286,345

The Consolidated Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for its employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

1) Composition of plan assets

The Consolidated Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

(Continued)

265

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Consolidated Company’ s Bank of Taiwan labor pension reserve account balance amounted to $9,100,116 as of December 31, 2019. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in the present value of the defined benefit obligation

The movements in the present value of the defined benefit obligation were as follows:

Balance, beginning of year
Current service cost and interest expense
Remeasurements of the net defined benefit liabilities:
Actuarial losses (gains) arising from changes in
financial assumptions
Experience adjustments
Benefits paid from plan assets
Increase from transfer of related party employees
Effect of movements in exchange rates
Balance, end of year
For the years ended December 31
2019
2018
$ 31,872,431
31,686,207
775,748
783,247
(8,649)
730,174
448,365
208,321
(1,672,846)
(1,561,576)
4,886
21,084
(3,441)
4,974
31,416,494
31,872,431
  • 3) Movements in the fair value of the plan assets

The movements in the fair value of the plan assets were as follows:

Balance, beginning of year
Interest income
Remeasurements of the net defined benefit liabilities:
Return on plan assets
Contributions from employer
Benefits paid
Effect of movements in exchange rates
Balance, end of year
For the years ended December 31
2019
2018
$ 9,586,086
9,900,290
120,577
122,962
386,803
170,220
406,606
439,565
(1,261,962)
(1,051,927)
(3,401)
4,976
$
9,234,709
9,586,086

(Continued)

266

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

4) Expenses recognized in profit or loss

The expenses recognized in profit or loss were as follows:

Current service cost
Net interest expense of net defined benefit liabilities
Operating Costs
Selling expenses
Administrative expenses
For the years ended December 31
2019
2018
$ 379,380
390,880
275,791
269,405
$
655,171
660,285
For the years ended December 31
  • 5) Remeasurement of net defined benefit liability recognized in other comprehensive income

The Consolidated Company's remeasurement of the net defined benefit liability recognized in other comprehensive income were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
For the years ended December 31
2019
2018
$ (6,065,249)
(5,296,974)
(52,913)
(768,275)
$
(6,118,162)
(6,065,249)
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2019
December 31,
2018
1.00%~3.24%
1.25%~4.15%
2.50%~4.62%
2.50%~3.50%

The expected allocation payment to be made by the Consolidated Company to the defined benefit plans for the one-year period after the reporting date is $407,329.

The weighted average lifetime of the defined benefits plans is 8.8~21 years.

(Continued)

267

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

7) Sensitivity analysis

As the principle actuarial assumptions change, the present value of the defined benefit obligation of the Company, Nan Ya PCB Corp., Nan Chung Petrochemical Corp., Wellink Technology Corp., and PFG Fiber Glass Corporation would increase (decrease) as follows:

December 31, 2019
Discount rate( 0.25% variation)
Future salary increasing rate( 1.00% variation)
December 31, 2018
Discount rate( 0.25% variation)
Future salary increasing rate( 1.00% variation)
Influences of defined benefit
obligations
Increase
Decrease
$ (559,036)
581,465
2,480,687
(2,169,550)
(624,311)
650,735
2,785,372
(2,414,004)

As the principle actuarial assumptions change, the present value of the defined benefit obligation of Nan Ya Plastics Corporation U.S.A. would increase (decrease) as follows:

December 31, 2019
Discount rate( 1.00% variation)
Future salary increasing rate( 1.50% variation)
December 31, 2018
Discount rate( 1.00% variation)
Future salary increasing rate( 1.50% variation)
Influences of defined benefit
obligations
Increase
Decrease
$ (15,200)
18,520
6,225
(5,220)
(13,789)
16,579
4,771
(4,095)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2019 and 2018.

(Continued)

268

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Defined contribution plan

The Labor Pension Act (“The Act”) prescribes a defined contribution plan. Pursuant to the Act, the Company, and its subsidiaries namely, Nan Ya PCB Corp., Wen Fung Industrial Corp., Nan Chung Petrochemical Corp., Wellink Technology Corp. and PFG Fiber Glass Corporation have made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts.

Nan Ya Plastics Corporation America and Nan Ya PCB (U.S.A.) Corporation adopt a Defined Contribution Plan and periodically provide contributions thereon according to local law. Those contributions are recognized as an expense on an accrual basis.

Subsidiaries in China are governed by China laws and regulation. Based on China laws and regulation, those companies contribute for employees’ pension benefits at rates ranging from 6% to 20% of salary every month and remit those contributions to the related authority.

The Consolidated Company’ s pension costs under the defined contribution pension plan amounted to $1,334,582 and $1,304,581 for the years ended December 31, 2019 and 2018, respectively.

(q) Income Tax

(i) Income tax expense

The components of income tax expense for 2019 and 2018were as follows:

For the years ended
December 31
2019 2018
Current income tax expense
Current period $ 2,887,588 6,323,793
Adjustment for prior periods (57,400) (66,970)
Deferred tax expense
Origination and reversal of temporary differences 649,319 2,574,453
Adjustment for prior periods - 35,059
Total income tax expense $ 3,479,507 8,866,335

The amount of income tax recognized in other comprehensive income for 2019 and 2018 were as follows:

Items that will not be reclassified subsequently to profit or loss:
Re-measurement from defined benefit plans
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign financial
statements
For the years ended December 31
2019
2018
$
10,556
324,897
$
-
(135,016)

(Continued)

269

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Reconciliation of income tax and profit before tax for 2019 and 2018 were as follows:

Income tax using the Company's domestic tax rate
Effect of tax rate in foreign jurisdiction
Tax effect on tax-exempt dividend income
Adjustment in tax rate
Tax-exempt income
Tax effect on unrecognized deferred assets of tax losses
Tax effect on unrecognized temporary differences
Income tax expense arising from investment income in joint
ventures
Tax effect on investment income recognized under equity method
Differences between estimated and actual income tax and income
tax adjustments on prior years
Undistributed earnings additional tax
Recognition of previously unrecognized tax losses
Other income tax adjustments
Income tax expense
For the years ended December 31
2019
2018
$ 6,671,347
14,651,481
158,174
454,169
(642,419)
(713,998)
-
(566,136)
(36,841)
(88,504)
92,790
184,935
(85,969)
6,528
25,374
112,310
(3,341,606)
(6,490,250)
(57,400)
(31,911)
391,303
697,337
(3,204)
(13,523)
307,958
663,897
$
3,479,507
8,866,335

(ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

Tax effect of deductible temporary differences
The carryforward of unused tax losses
December 31,
2019
December 31,
2018
$ 1,029,699
123,128
500
987,371
$
1,030,199
1,110,499

The R.O.C Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Consolidated Company can utilize the benefits therefrom.

(Continued)

270

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

As of December 31, 2019, the information of the Consolidated Company’s unutilized business losses for which no deferred tax assets were recognized are as follows:

Occurrence year Unutilized
creditable amount
Expiry date
$ 33,282
2020
23,925
2021
36,973
2022
1,135,895
2023
36,692
2024
93
2025
1,565,767
2026
1,886,099
2027
429,770
2028
$
5,148,496
2010
2011
2012
2013
2014
2015
2016
2017
2018
  • 2) Recognized deferred tax assets and liabilities

Movement in the deferred tax assets and liabilities for 2019 and 2018 were as follows:

Deferred tax liabilities:

Balance on January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Foreign currency translation differences for foreign
operations
Balance on December 31, 2019
Balance on January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive income
Foreign currency translation differences for foreign
operations
Balance on December 31, 2018
Deferred tax assets:
Foreign
investment income
recognized under
equity method
$ 11,822,444
478,348
-
-
$
12,300,792
$ 10,108,698
1,713,746
-
-
$
11,822,444
Defined benefit
plans
(4,179)
(81)
554
112
(3,594)
(5,691)
1,282
400
(170)
(4,179)
Others
Total
820,759
12,639,024
10,483
488,750
-
554
(6,411)
(6,299)
824,831
13,122,029
682,214
10,785,221
130,844
1,845,872
-
400
7,701
7,531
820,759
12,639,024
Balance on January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income
Foreign currency translation
differences for foreign operations
Balance on December 31, 2019
Investment tax
credits
$ -
-
-
-
$
-
Defined
benefit plans
4,446,111
(32,962)
11,110
-
4,424,259
Idle capacity
78,039
223
-
-
78,262
Loss
carryforward
-
-
-
-
-
Others
Total
995,713
5,519,863
(127,830)
(160,569)
-
11,110
68,752
68,752
936,635
5,439,156

(Continued)

271

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive
income
Foreign currency translation
differences for foreign operations
Balance on December 31, 2018
Investment tax
credits
$ 17,818
(17,818)
-
-
$
-
Defined
benefit plans
3,686,959
433,855
325,297
-
4,446,111
Idle capacity Loss
carryforward
1,354,361
(1,354,361)
-
-
-
Others
Total
819,385
5,911,842
129,964
(763,640)
(135,016)
190,281
181,380
181,380
995,713
5,519,863
33,319
44,720
-
-
78,039

(iii) Assessment of tax

The Corporation’ s income tax return for the year 2017 had been examined by the tax authorities.

(r) Capital and other equity

As of December 31, 2019 and 2018, the Consolidated Company’ s government registered total authorized capital and issued capital stock both amounted to $79,308,216, divided into 7,930,822 thousand shares of stock with $10 par value per share.

(i) Capital surplus

The components of capital surplus were as follows:

Paid-in capital from conversion of corporate bond to
common stock in excess of par value
Gains on acquisition of Taiwan Plasticizer Corporation
Other
Total
December 31,
2019
December 31,
2018
$ 8,997,136
8,997,136
74,474
74,474
17,546,224
17,600,509
$
26,617,834
26,672,119

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(ii) Retained earnings

1) Legal reserve

If the Company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

(Continued)

272

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Special reserve

As the Company opted to avail of the exemptions allowed under IFRS 1“ First-time Adoption of International Financial Reporting Standards” during the Company’s firsttime adoption of the IFRSs as endorsed by the FSC, unrealized revaluation increments and cumulative translation adjustments (gains) of $6,277,052, which were previously recognized in shareholders’ equity were reclassified to retained earnings. In accordance with Regulatory Permit No. 1010012865 as issued by the FSC on April 6, 2012, a special reserve is appropriated from retained earnings for aforementioned reclassification. In addition, during the use, disposal or reclassifications of relevant assets, these special reserves can be reverted to distributable earnings proportionately. As the amount appropriated exceeds the increase in retained earnings arising from the adoption of IFRSs, only $6,243,060 is appropriated in compliance to the IFRSs as endorsed by the FSC. The balance of special reserve amounted to $6,128,451 and $6,129,884 as of December 31, 2019 and 2018.

Pursuant to the Regulatory Permit mentioned above, the Company is also required to set aside an additional special reserve, as part of the distribution of its annual earnings, equal to the difference between the amount of above-mentioned special reserve and net debit balance of the other components of stockholders’ equity.

3) Earnings distribution

According to the rules of the Company’s articles, the Company’s annual net earnings, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof. In addition, a special reserve in accordance with applicable laws and regulations shall also be set aside. The remainder plus the undistributed earnings of the previous years are distributed or left undistributed for business purposes according to the resolution of the stockholders’ dividend distribution plan, which are initially proposed by the Board of Directors and adopted by the shareholders in the Annual Stockholders’ Meeting.

The Company belongs to a mature industry, in which the annual profit is stable. It adopts three kinds of dividend distribution policies, which are cash dividends, capitalization of earnings, and capital surplus. The net earnings after deducting the legal reserve and special reserve may first be distributed by way of cash dividends which shall be equal to at least fifty percent of the Company’ s total dividend distribution every year. The capitalization of earnings and capital surplus shall not exceed fifty percent of the total dividends.

(Continued)

273

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Based on the resolutions approved by stockholders during meetings held on June 12, 2019 and June 19, 2018, the distribution of the Company's earnings in 2018 and 2017, respectively, were as follows:

Dividends per share:
Cash dividends
Stock dividends
2018
2017
$ 5.00
5.10
-
-
$
5.00
5.10

The aforementioned earnings distributions did not differ from those proposed by the board of directors and those estimated and accrued amount in the financial statements in 2018 and 2017. The related information can be obtained from the Market Observation Post System website.

(iii) Other equity accounts (net of tax)

Balance at January 1, 2019
Exchange differences arising on translation of foreign operations
Exchange differences on associates / joint ventures accounts for using equity
method
Unrealized gains (losses) from financial assets at fair value through other
comprehensive income
Unrealized gains (losses) from financial assets measured at fair value through
other comprehensive income, associates and joint ventures accounted for
using equity method
Share of cash flow hedge of associates / joint ventures
Balance at December 31, 2019
Exchange
differences on
translation of
foreign
financial
statements
$ (5,705,296)
(4,917,128)
(949,007)
-
-
-
$
(11,571,431)
Unrealized
gains (losses)
on financial
assets at fair
value through
other
comprehensive
income
54,624,319
-
-
(7,787,927)
(724,904)
-
46,111,488
Gains
(losses) on
hedging
instruments
Total
(15,181)
48,903,842
-
(4,917,128)
-
(949,007)
-
(7,787,927)
-
(724,904)
15,812
15,812
631
34,540,688
Balance at January 1, 2018
Effects of retrospective application
Balance at January 1, 2018 after adjustments
Exchange differences arising on translation of
foreign operations
Exchange differences on associates / joint ventures
accounted for using equity method
Unrealized gains (losses) from financial assets at
fair value through other comprehensive income
Unrealized gains (losses) from financial assets
measured at fair value through other
comprehensive income, associates and joint
ventures accounted for using equity method
Share of cash flow hedge of associates / joint
ventures
Balance at December 31, 2018
Exchange
differences on
translation of
foreign
financial
statements
$ (6,026,197)
-
(6,026,197)
(91,431)
412,332
-
-
-
$
(5,705,296)
Unrealized
gains (losses)
on financial
assets at fair
value through
other
comprehensive
income
-
61,239,238
61,239,238
-
-
(3,311,346)
(3,303,573)
-
54,624,319
Available-
for-sale
investment
47,691,196
(47,691,196)
-
-
-
-
-
-
-
Cash flow
hedge
7,729
(7,729)
-
-
-
-
-
-
-
Gains
(losses) on
hedging
instruments
Total
-
41,672,728
7,729
13,548,042
7,729
55,220,770
-
(91,431
-
412,332
-
(3,311,346
-
(3,303,573
(22,910)
(22,910
(15,181)
48,903,842

(Continued)

274

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(s) Share-based payment

The Consolidated Company was authorized to issue 9,912 units and 1,588 units of employee stock options on June 23, 2009 and March 25, 2010, respectively, and each option entitles the holder to subscribe for one thousand common shares of the Consolidated Company at the exercise price of $89 and $124.5, respectively. The Consolidated Company transferred capital surplus to share capital on August 5, 2011, and adjusted the exercise price to $75.4 and $116. The Consolidated Company distributed cash dividend on July 23, 2012, July 22, 2015, and July 12, 2016, and adjusted the exercise price to $72.2 (9,912 units) and $111.1 (1,588 units), $70.0 (9,912 units) and $107.5 (1,588 units), and $67.6 (9,912 units) and $103.8 (1,588 units), respectively. The Consolidated Company distributed cash dividend from capital surplus on July 26, 2017, and adjusted the exercise price to NT$100.5 (1,588 units). The grant was limited to regular employees of NanYa PCB Corporation. The options are exercisable at certain percentages after the second anniversary from the grant date, with 50%, 75%, and 100% of these stock options vested after the second, third, and fourth anniversary dates, respectively, and the options granted are valid for 8 years. Among all other stock options, those issued in 2009 and 2010 were already expired on June 23, 2017 and March 24, 2018, respectively.

  • (i) Parameter of the measurement of the fair value on grant dates

The Consolidated Company utilized the Black-Scholes option pricing model to value the stock options granted, and the main inputs to the valuation model were as follows:

Dividend rate
Expected price volatility
Risk-free interest rate
Expected valid period (years)
Projected turnover rate
The 1st batch
2009 of
employee stock
options
-
%
42.89
%
1.0102
5.375
%
13.01
The 2nd batch
2010 of
employee stock
options
-
%
39.77
%
0.9584
5.375
%
23.43

(ii) Related information of employee stock option plans

The details of these employee stock option plans for the years ended December 31, 2019 were as follows:

Employee stock option plans
Outstanding at January 1, 2018
Options exercised
Outstanding at December 31, 2018
Options exercisable at December 31, 2018
For the years ended
December 31
2018
For the years ended
December 31
2018
Number of
options
(Units)
978
(978)
-
-

(Continued)

275

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(t) Earnings Per Share

The basic earnings per share for the years ended December 31, 2019 and 2018 were calculated on profit attributable to ordinary shareholders of the Company of $23,076,123 and $52,746,021, respectively, and weighted average number of outstanding shares of stock were 7,930,822 ordinary shares, were calculated as follows:

  • (i) Profit attributable to ordinary shareholders
For the years ended
December 31,
2019 2018
Profit attributable to ordinary shareholders $ 23,076,123 52,746,021
  • (ii) Weighted average number of outstanding ordinary shares
Shares outstanding as of January 1 is the same as weighted
average number of common stock outstanding as of
December 31
For the years ended December
31,
2019
2018
$
7,930,822
7,930,822

(u) Revenue from contracts with customers

Main Products
PVC sheet
Rigid sheet
Pipes
Phthalate Plasticizers
BPA
EG
CCL
Epoxy
PCB
Polyester Staple Fiber
PET Resin
DTY
Machinery and Switchgear
Others
For the years ended December 31, 2019 For the years ended December 31, 2019 For the years ended December 31, 2019 For the years ended December 31, 2019
Plastics
industry
$ 6,900,551
8,170,411
5,600,558
-
-
-
-
-
-
-
-
-
-
21,857,861
$
42,529,381
Chemical
industry
-
-
-
11,428,993
13,964,330
30,699,552
-
-
-
-
-
-
-
16,092,620
72,185,495
Electronic
industry
-
-
-
-
-
-
26,609,055
26,508,047
31,089,732
-
-
-
-
28,050,812
112,257,646
Polyester
industry
-
-
-
-
-
-
-
-
-
10,914,349
20,728,025
17,271,587
-
6,236,615
55,150,576
Other
industries
Total
-
6,900,551
-
8,170,411
-
5,600,558
-
11,428,993
-
13,964,330
-
30,699,552
-
26,609,055
-
26,508,047
-
31,089,732
-
10,914,349
-
20,728,025
-
17,271,587
3,954,305
3,954,305
225,656
72,463,564
4,179,961
286,303,059

(Continued)

276

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Main Products
PVC sheet
Rigid sheet
Pipes
Phthalate Plasticizers
BPA
EG
CCL
Epoxy
PCB
Polyester Staple Fiber
PET Resin
DTY
Machinery and Switchgear
Others
For the years ended December 31, 2018 For the years ended December 31, 2018 For the years ended December 31, 2018 For the years ended December 31, 2018
Plastics
industry
$ 7,512,651
8,716,606
5,660,420
-
-
-
-
-
-
-
-
-
-
23,648,401
$
45,538,078
Chemical
industry
-
-
-
12,740,256
20,177,712
42,883,565
-
-
-
-
-
-
-
20,691,572
96,493,105
Electronic
industry
-
-
-
-
-
-
29,411,039
26,745,930
28,829,433
-
-
-
-
32,035,262
117,021,664
Polyester
industry
-
-
-
-
-
-
-
-
-
13,361,926
28,926,507
18,922,604
-
6,646,451
67,857,488
Other
industries
Total
-
7,512,651
-
8,716,606
-
5,660,420
-
12,740,256
-
20,177,712
-
42,883,565
-
29,411,039
-
26,745,930
-
28,829,433
-
13,361,926
-
28,926,507
-
18,922,604
5,766,342
5,766,342
384,883
83,406,569
6,151,225
333,061,560
  • (v) Employee compensation

According to the specifications of the Company’s article, 0.05% to 0.5% of the earnings before tax and bonuses should be appropriated to employees as bonuses. However, certain amounts of the earnings should be reserved if there is an accumulated loss from the operations in the previous years in advance of the appropriation of the employee bonuses.

The remunerations to employees amounted to $24,588 and $57,879, respectively, for the years ended December 31, 2019 and 2018, respectively. These amounts were calculated using the Company's net income before tax without the remunerations to employees for each period, multiplied by the proposed percentage which is stated under the Company's proposed Article of Incorporation. These remunerations were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder’ meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year.

For the year ended December 31, 2018 and 2017, the remunerations to employees amounted to $57,879 and $58,908, respectively, which were paid in cash. There was no difference from the actual distribution. The information is available on the Market Observation Post System website.

(w) Non-operating income and expenses

  • (i) Other income

The details of other income were as follows:

Interest income
Dividend income
Other income
2019
2018
$ 1,090,433
1,047,522
3,237,464
3,613,797
2,043,670
1,974,363
$
6,371,567
6,635,682

(Continued)

277

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Other gains and losses

The details of other gains and losses were as follows:

Loss on disposal of property, plant and equipment
Foreign currency exchange gain (loss)
Gain on financial assets and liabilities at fair value through
profit or loss
Gain on disposal of financial assets
Reversal of impairment loss on plant, property, and
equipment and non-financial assets
Others
2019
2018
$ 307,736
(105,817)
100,199
1,137,154
(26,211)
198,301
53,863
-
59
-
(221,893)
(217,178)
$
213,753
1,012,460

(iii) Finance costs

The details of finance costs were as follows:

Interest expense
Less: interest capitalized
2019
2018
$ 1,920,271
1,787,202
(299,843)
(63,733)
$
1,620,428
1,723,469

(x) Financial Instruments

(i) Credit Risk

1) Credit risk exposure

The Consolidated Company is exposed to credit risk primarily from cash and cash equivalents, deposits, and trade receivables.

2) Concentration of credit risk

As sales are made to customers worldwide, the Consolidated Company’ s exposure to credit risk concentration is expected to be low. Also, the Consolidated Company mitigates its exposure by evaluating the customers’ financial situation regularly.

(Continued)

278

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2019
Non-derivative financial
liabilities
Short-term notes and bills
payable
Notes and accounts payable
Accounts payables to related
parties
Short-term borrowings
Long-term borrowings
Bonds payable (TWD)
Long-term notes payable
December 31, 2018
Non-derivative financial
liabilities
Short-term notes and bills
payable
Notes and accounts payable
Accounts payables to
related parties
Short-term borrowings
Long-term borrowings
Bonds payable (TWD)
Long-term notes payable
Carrying
amount
$ 15,392,795
9,102,231

6,986,969
1,568,800
9,784,450
63,978,661
5,096,417
$
111,910,323
$ 8,897,747
9,496,716
8,720,846
21,253,381
12,270,805
58,531,455
7,096,550
$
126,267,500
Contractual
cash flows
15,402,402
9,102,231
6,986,969
1,583,873
9,820,116
68,740,741
5,185,968
116,822,300
8,902,253
9,496,716
8,720,846
21,275,726
12,468,908
63,537,300
7,169,000
131,570,749
Within 6
months
15,402,402
9,102,231
6,986,969
43,690
-
1,526,240
7,164
33,068,696
8,902,253
9,496,716
8,720,846
21,062,328
5,520,038
1,490,640
6,900
55,199,721
6-12 months
-
-
-
1,540,183
-
3,975,235
7,164
5,522,582
-
-
-
213,398
702,628
5,305,820
6,900
6,228,746
1-2 years
-
-
-
-
9,820,116
6,553,430
2,128,656
18,502,202
-
-
-
-
5,576,178
5,411,435
4,113,800
15,101,413
2-5 years
Over 5 years
-
-
-
-
-
-
-
-
-
-
31,840,153
24,845,683
3,042,984
-
34,883,137
24,845,683
-
-
-
-
-
-
-
-
670,064
-
28,195,578
23,133,827
3,041,400
-
31,907,042
23,133,827

It is expected that the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

1) Exposure to foreign currency risk

The Consolidated Company’ s significant exposure to foreign currency risk were as follows:

Financial assets
Monetary items
USD
JPY
EUR
HKD
CNY
December 31, 2019 December 31, 2019
Foreign Currency
$ 814,690
391,109
598
5,840
23,304
Exchange Rate
TWD
30.1060
24,527,057
0.2763
108,063
33.6895
20,146
3.8597
22,541
4.3155
100,568

(Continued)

279

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Non-monetary items
USD
CNY
IDR
VND
Financial liabilities
Monetary items
USD
JPY
EUR
Financial assets
Monetary items
USD
JPY
EUR
HKD
CNY
Non-monetary items
USD
CNY
IDR
VND
Financial liabilities
Monetary items
USD
JPY
EUR
CNY
December 31, 2019 December 31, 2019
Foreign Currency
Exchange Rate
TWD
$ 482,507
30.1060
14,526,356
59,888
4.3155
258,447
119,869,376
0.0022
263,713
6,283,412,736
0.0013
8,168,437
159,283
30.1060
4,795,374
1,487,754
0.2763
411,066
2,498
33.6895
84,156
December 31, 2018
Foreign Currency
$ 984,912
146,226
1,865
1,926
2,003
637,933
49,723
115,654,799
6,171,469,405
74,665
1,266,777
1,079
1
Exchange Rate
TWD
30.7330
30,269,300
0.2772
40,534
35.1670
65,586
3.9401
7,589
4.4779
8,969
30.7330
19,605,595
4.4779
222,655
0.0020
231,310
0.0013
8,022,910
30.7330
2,294,679
0.2772
351,151
35.1670
37,945
4.4779
4

(Continued)

280

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Sensitivity analysis

The Consolidated Company’ s exposure to exchange rate risk arises from the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable, other receivables, loans and borrowings, accounts payable and other payables that are dominated in foreign currency. The overall effects to net income before tax for the years ended December 31, 2019 and 2018 assuming the TWD depreciated or appreciated by 1% against the USD, JPY, EUR, HKD and CNY as of December 31, 2019 and 2018 were as follows:

Appreciation in value of 1%
Depreciation in value of 1%
For the years ended
December 31,
2019
2018
$ (194,865)
(277,022)
194,865
277,022

This analysis is performed on the same basis for the two periods.

  • 3) Foreign exchange gain and loss on monetary items

Since the Consolidated Company has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. for the years ended December 31, 2019 and 2018, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $100,199 and $1,137,154, respectively.

(iv) Other market price risks

For the years ended December 31, 2019 and 2018, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the comprehensive income as illustrated below:

Prices of securities at the reporting date
Increasing 1%

Decreasing 1%
For the years
ended
December 31,
2019
For the years
ended
December 31,
2018
Other
comprehensive
income after
tax
Other
comprehensive
income after
tax
$
417,158
445,287
$
(417,158)
(445,287)

(Continued)

281

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.

The following sensitivity analysis is based on the risk exposure to the interest rates risk of derivative and non derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the liabilities bearing variable interest rates are outstanding for the whole year. A 1% increase or decrease in interest rate is assessed by management to be a reasonable possible change in interest rate.

An increase or decrease of 1% in interest rates mainly from loans with floating interest rates at the reporting date would have increased or decreased net income by $978 and $1,362 for the years ended December 31, 2019 and 2018, respectively.

  • (vi) Fair value of financial instruments

  • 1) Fair value hierarchy

The fair value of financial assets and liabilities at fair value through profit or loss and financial assets at fair value though other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Consolidated Company’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required :

Financial assets at fair value
through profit or loss
Designated at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income
Stocks in listed companies
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Notes and accounts receivable
(including related parties)
Other receivables due from
related parties
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Book Value
$
4,869,082
$ 41,715,821
22,662,110
$
64,377,931
$ 43,608,119
44,063,533
5,925,227
$
93,596,879
Level 1
-
41,715,821
-
41,715,821
-
-
-
-
Fair Value
Level 2
4,044,356
-
-
-
-
-
-
-
Level 3
Total
824,726
4,869,082
-
41,715,821
22,662,110
22,662,110
22,662,110
64,377,931
-
-
-
-
-
-
-
-

(Continued)

282

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial liabilities at amortized
cost
Short-term borrowings
Short-term notes and bills
payable
Notes and accounts payable
(including related parties)
Bonds payable
Long-term borrowings
Long-term notes payable
Subtotal
Financial assets at fair value
through profit or loss
Designated at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income
Stocks in listed companies
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Notes and accounts receivable
(including related parties)
Other receivables due from
related parties
Subtotal
Financial liabilities at amortized
cost
Short-term borrowings
Short-term notes and bills
payable
Notes and accounts payable
(including related parties)
Bonds payable
Long-term borrowings
Long-term notes payable
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Book Value
$ 24,012,100
15,392,795
16,089,200
63,978,661
18,084,450
5,096,417
$
142,653,623
Fair Value
Level 1
Level 2
Level 3
Total
24,012,100
-
-
24,012,100
15,392,795
-
-
15,392,795
-
-
-
-
63,978,661
-
-
63,978,661
18,084,450
-
-
18,084,450
5,096,417
-
-
5,096,417
126,564,423
-
-
126,564,423
December 31, 2018
Fair Value
Level 1
-
44,528,667
-
44,528,667
-
-
-
-
21,253,381
8,897,747
-
58,531,455
12,270,805
7,096,550
108,049,938
Fair Value
Level 2
4,017,249
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
Total
1,047,877
5,065,126
-
44,528,667
28,011,349
28,011,349
28,011,349
72,540,016
-
-
-
-
-
-
-
-
-
21,253,381
-
8,897,747
-
-
-
58,531,455
-
12,270,805
-
7,096,550
-
108,049,938

(Continued)

283

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Valuation techniques for financial instruments not measured at fair value

The Consolidated Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

  • a) Financial assets measured at amortized cost

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • b) Financial liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

  • 3) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

Financial instruments traded in active markets are measured at fair value based on the quoted market prices. Quoted prices are the prices announced by the main stock exchanges and over-the-counter markets. They are the basis for recognizing the fair value of the listed and over-the-counter equity instruments.

Financial instrument possesses a quoted price in the active markets if the trading prices fairly represent the frequent and orderly transactions for financial instrument, and are readily available from trade centers, security brokers, underwriters, trade unions, pricing service institutes or other related authorities. The market for the said financial instrument shall be seen as inactive should the aforementioned requirements have not been met. Large or significantly increasing gap between the purchase and the exit prices of a financial instrument, or low trade volume, are general indicators of an inactive market.

If the financial instrument of the Consolidated Company possesses an active market, its fair value should be recognized according to different categories and characteristics as follows:

For listed and over-the-counter stocks with standard terms and are publicly traded in active markets, their fair value are calculated by the market’s quoted prices.

Other financial instruments that are not traded in active markets are measured with fair values provided by using the valuation techniques via market approach or the discounted cash flow method or other available methods.

(Continued)

284

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

If the financial instruments held by the Consolidated Company are not traded in active markets, the valuation of their fair value is categorized as follows:

Bond investments that has no quoted prices: Fair value is measured with the income approach by applying the discounted cash flow method that convert future cash flow amounts to a single current amount on the basis of the value indicated by current market expectations about those future amounts.

  • 4) Transfers between levels of the fair value hierarchy

There were no transfers between levels of the fair value hierarchy for the years ended December 31, 2019 and 2018.

  • 5) Reconciliation of Level 3 fair value
Balance at January 1, 2019
Total gains and losses recognized:
In profit or loss
In other comprehensive income
Disposals
Effect of exchange rate changes
Balance at December 31, 2019
Balance at January 1, 2018
Total gains and losses recognized:
In profit or loss
In other comprehensive income
Purchased
Proceeds from capital reduction
Effect of exchange rate changes
Balance at December 31, 2018
Fair value
through profit
and loss
Bond
investment
and others
$ 1,047,877
545
-
(207,799)
(15,897)
$
824,726
$ 1,038,606
(21,142)
-
-
-
30,413
$
1,047,877
Fair value through other
comprehensive income
Unquoted equity
instruments
Bond investment
and others
28,011,349
-
-
-
(4,975,987)
-
-
-
(373,252)
-
22,662,110
-
30,050,756
-
-
-
(4,270,410)
-
1,676,070
-
(1,972)
-
556,905
-
28,011,349
-

6) The valuation procedures for fair value measurements being categorized within Level 3 is to ensure the valuation results are reasonable by applying independent information to make results close to the current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price. According to the Consolidated Company’s accounting policy, the analysis of value changes on remeasured or reevaluated assets and liabilities at the reporting date is performed to ensure the reasonability of the evaluation results.

(Continued)

285

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 7) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Most of the Consolidated Company’ s financial instruments that use Level 3 inputs involve only one significant unobservable input. Only equity investment with no-active markets involves multiple significant unobservable inputs.

Quantified information of significant unobservable inputs were as follows:

Inter-relationship between significant unobservable inputs Significant and fair value Item Valuation technique unobservable inputs measurement Financial assets at Market comparable Price to earnings ratio The higher the fair value through companies multiple, price to book multiple, the higher the ratio multiple, fair value other enterprise value to comprehensive operating income ratio income - multiple, enterprise equity instruments value to EBITA without an active market multiple, discount for lack of marketability Net Asset Value Not applicable Not applicable Method

  • 8) Fair value measurement in Level 3 - sensitivity analysis of the possible alternative assumptions

The valuation models and assumptions used to measure the fair value of the financial instruments is reasonable. However, the use of different valuation models or assumptions may result in different measurements. For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possible alternative assumptions would have the following effects:

December 31, 2019
Financial assets at fair
value through other
comprehensive income –
unquoted equity
instruments
December 31, 2018
Input Change Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$
189,147
(189,147)
Price to earnings ratio
multiple, price to book ratio
multiple, enterprise value to
operating income ratio
multiple, enterprise value to
EBITA multiple, discount for
lack of marketability
± 1%

(Continued)

286

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair
value through other
comprehensive income –
unquoted equity
instruments
Input Change Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$
239,952
(239,952)
Price to earnings ratio
multiple, price to book ratio
multiple, enterprise value to
operating income ratio
multiple, enterprise value to
EBITA multiple, discount for
lack of marketability
± 1%

(y) Financial risk management

  • (i) The Consolidated Company have exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Consolidated Company's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.

  • (ii) Structure of risk management

The Consolidated Company’s risk management policies are established to identify and analyze the risks faced by the Consolidated Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

The Consolidated Company Audit Committee oversees how management monitors compliance with the Consolidated Company’ s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Consolidated Company.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Consolidated Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

To maintain the credit quality of receivables, a credit risk management policy has been established. Under this policy, each customer is analyzed individually regarding customer’s financial situation, external and internal credit rating, historical trading record, and current economic condition which may affect customer’s payment ability. In addition, some methods are adopted to reduce the credit risk for specific customers, such as prepayment and insurance of accounts receivable.

(Continued)

287

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The credit risk exposure on bank deposits and other financial instruments are measured and monitored by the Consolidated Company’s finance department. As the Consolidated Company’ s transactions are done with the banks and other external parties with good credit standing, management is not aware of any noncompliance issues and is not expecting significant credit risk.

(iv) Liquidity risk

Liquidity risk is the risk that the Consolidated Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Consolidated Company’ s approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient current funds, such as cash and cash equivalents, securities with high liquidity and sufficient credit line from banks, to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Consolidated Company’s reputation.

(v) Market risk

Market risk is the risk that changes in the market, such as foreign exchange rates, interest rates, and equity prices, of that will affect the Consolidated Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Consolidated Company is exposed to currency risk is due to global transactions that are denominated in a currency other than the respective functional currency of the Company, primarily the New Taiwan Dollars (TWD). The currencies used in these transactions are denominated in USD. The currency risk mainly arises from future business transactions and recognized assets and liabilities. Part of the currency risks arising from purchases and sales can be offset each other to achieve automatic hedge.

When the Consolidated Company has foreign currency needs, the Consolidated Company uses spot exchange contracts and forward exchange contracts if the exchange rate is advantageous to the Consolidated Company to manage the risk. If necessary, the Consolidated Company uses derivatives operated by prestigious international banks to manage its exposure to foreign currency exchange rate fluctuation risk, which monitor the exchange rate risks and adhere to acceptable levels by the Consolidated Company.

2) Interest rate risk

The Consolidated Company’s interest rate risk mainly arises from long-term loans with variable interest rates, which bear cash flow risks to the Consolidated Company. Part of the interest rate risks can be offset by cash and cash equivalents with variable interest rates held by the Consolidated Company.

The Consolidated Company manages interest rate risks by using derivatives when necessary, to lower the risk to acceptable levels.

(Continued)

288

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Other market price risk

The Consolidated Company is exposed to fair value change risk due to financial assets at fair value through other comprehensive income (available-for-sale financial assets), which were measured at fair value.

(z) Capital Management

Although business operated by the Consolidated Company has reached the stage of maturity, a sufficient amount of capital is still required to support the operation of investee companies, construction and expand its production facilities and equipment.

The Consolidated Company’s policy is to maintain sufficient financial resources and operating plan to meet future demands such as operating capital, capital expenditure, research and development expenditures, loan reimbursements, and dividend distributions.

The Consolidated Company and other entities in the same industry use the debt-to-equity ratio to manage its capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt. The Consolidated Company’s debt-to-equity ratio at the end of the reporting period were as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio at December 31
December 31,
2019
December 31,
2018
$ 199,107,979
183,344,352
(43,608,119)
(52,365,882)
$
155,499,860
130,978,470
$
355,570,700
386,904,992
%
30.43
%
25.29
  • (aa) Reconciliation of liabilities arising from financing activities
Short-term
borrowings
Balance as of January 1,
2019
$ 21,253,381
Change in cash from
financing activities
2,772,313
Non-cash changes
-
Influence due to fluctuation
of exchange rate
(13,594)
Balance as of December
31, 2019
$
24,012,100
Short-term
notes payable
8,897,747
6,500,000
(4,952)
-
15,392,795
Long-term
notes payable
7,096,550
(2,000,000)
(133)
-
5,096,417
Long-term
borrowings
(including
current
portion)
12,270,805
6,133,209
-
(319,564)
18,084,450
Bonds payable
(including
current
portion)
58,531,455
5,431,560
15,646
-
63,978,661
Lease liabilities
(including
current
portion)
Total liabilities
arising from
financing
activities
624,278
108,674,216
(209,941)
18,627,141
80,518
91,079
(6,106)
(339,264)
488,749
127,053,172

(Continued)

289

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance as of January 1, 2018
Change in cash from financing activities
Non-cash changes
Influence due to fluctuation of exchange
rate
Balance as of December 31, 2018
Short-term
borrowings
Short-term notes
payable
Long-term notes
payable
Long-term
borrowings
(including
current portion)
Bonds payable
(including
current portion)
Total liabilities
arising from
financing
activities
$ 9,295,583
11,969,794
-
(11,996)
$
21,253,381
7,998,778
900,000
(1,031)
-
8,897,747
4,998,418
2,100,000
(1,868)
-
7,096,550
23,151,433
(12,602,786)
-
1,722,158
12,270,805
55,923,701
101,367,913
2,598,472
4,965,480
15,414
12,515
(6,132)
1,704,030
58,531,455
108,049,938

(7) Related-party transactions:

(a) Parent company and ultimate controlling party

The Company is the ultimate controlling party of the Consolidated Company and its subsidiaries.

(b) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Relationship with the
Name of related party Consolidated Company
Formosa Petrochemical Corporation Associates
Nanya Technology Corporation Associates
Formosa Resources Corporation Associates
Formosa Plastics Construction Corporation Associates
Formosa Heavy Industries Corporation Associates
Formosa Heavy Industries (Ningbo) Co., Ltd. Associates
Formosa Heavy Industries Corp. (GZ) Ltd. Associates
Formosa Synthetic Rubber (Hong Kong) Corporation Limited Associates
Formosa Synthetic Rubber (Ningbo) Co., Ltd. Associates
Formosa Industries Corporation Associates
Formosa Group (Cayman) Limited Associates
Formosa Utility Venture, Ltd. Associates
Formosa Environmental Technology Corporation Associates
Formosa Plastics Transport Corporation Associates
FG Inc. Associates
Nan Ya Plastics (Zhengzhou) Co., Ltd. Joint ventures
Nanya Kyowa Plastics (Nantong) Co., Ltd. Joint ventures
P.T. Indonesia Nanya Indah Plastics Co. Joint ventures
Formosa Plastics Corporation Other related parties
Formosa Chemicals and Fiber Corporation Other related parties

(Continued)

290

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Relationship with the Consolidated Company

Name of related party Hwa Ya Power Corporation Other related parties Formosa Taffeta Co., Ltd. Other related parties Formosa Advanced Technologies Co., Ltd. Other related parties Formosa Ha Tinh (Cayman) Ltd. Other related parties Formosa Ha Tinh Steel Corporation Other related parties Formosa Ha Tinh (Cayman) Limited Taiwan Branch Other related parties China Man-made Fiber Corporation Other related parties Mai Liao Harbor Administration Corp. Other related parties Formosa Industries (Ningbo) Co., Ltd. Other related parties Formosa Power (Ningbo) Limited Company Other related parties Formosa Chemicals and Fiber (Ningbo) Corporation Other related parties Xiamen Haicang Investment Group Co., Ltd. Other related parties Formosa Plastics Marine Corporation Other related parties Formosa Plastics Corporation U.S.A. Other related parties FG LA LLC Other related parties Ming Chi University Of Technology Other related parties Formosa Industries Corporation, U.S.A. Other related parties Formosa Plastics Marine Corporation Other related parties Formosa Electronic (Ningbo) Co., Ltd. Other related parties

(c) Significant related-party transactions

(i) Sales to related parties

The amounts of significant sales by the Consolidated Company to related parties were as follows:

Associates and joint ventures
Other related parties
For the years ended
December 31
2019
2018
$ 4,823,266
7,582,255
13,749,358
16,804,638
$
18,572,624
24,386,893

The receivables from related parties were as follows:

Associates and joint ventures
Other related parties
December 31,
2019
December 31,
2018
$ 683,497
975,340
1,182,504
1,509,009
$
1,866,001
2,484,349

(Continued)

291

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The selling prices and collection terms of sales to related parties are not significantly different from those of third-party customers. The accounts receivable arising from sales of machinery and equipment, and machine parts are collected after the delivery inspection, and the accounts receivable arising from sales of other products are collected on the 30th day of the following month.

The Consolidated Company sells mainly machinery and provides engineering services to related parties in China and Vietnam. Payment is made after the test run of machinery sold. Also, it sells other products to these related parties. Selling prices and collection terms of other products sold to these associates are not materially different from those to non-related general buyers. Payments are collected 30 to 180 days after shipping of these other products.

(ii) Purchase from related parties

The amounts of significant purchases by the Consolidated Company from related parties were as follows:

2019 2018
Associates and joint ventures
Formosa Petrochemical Corporation $ 35,608,519 47,217,016
Other associates and joint ventures 39,150 90,169
Other related parties
Formosa Chemicals and Fiber Corporation 24,944,681 36,196,315
Other related parties 21,870,354 24,913,017
$ 82,462,704 108,416,517

The payables to related parties were as follows:

Associates and joint ventures
Formosa Petrochemical Corporation
Other associates and joint ventures
Other related parties
Formosa Chemicals and Fiber Corporation
Other related parties
December 31,
2019
December 31,
2018
$ 2,862,473
3,376,770
4,727
72
1,959,178
2,763,341
2,160,591
2,165,767
$
6,986,969
8,305,950

Purchase prices and payment terms of purchases from related parties are not materially different from those of non-related general suppliers. Payment shall be paid within 30 to 180 days of the month following the month of purchase with checks which are due and payable immediately.

(Continued)

292

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Unrealized sales profit

Significant unrealized (realized) profits from sales to related parties were as follows:

Investee
Associates and joint ventures
For the ye a rs ended Decemb e r 31, 2019 For the y e ars ended December 31, 2018
Unrealized sales
profit at
beginning of
period
(Realized)
Unrealized sales
profits
Unrealized sales
profit at end of
period
Unrealized sales
profit at
beginning of
period
(Realized)
Unrealized sales
profits
Unrealized
sales profit at
end of period
(56,290)
45,959
$
45,959
38,995 102,249

(iv) Construction

The Consolidated Company contracted with associates to construct and expand the factory. The construction costs were as follows:

Associates and joint ventures
Formosa Heavy Industries Corporation
Other related parties
Formosa Plastics Corporation
The payables to related parties were as follows:
Associates and joint ventures
Formosa Heavy Industries Corporation
For the years ended December 31
2019
2018
$ 3,082,860
728,593
17,988
-
$
3,100,848
728,593
December 31,
2019
December 31,
2018
$
-
414,896

(v) Utility expenses

Part of the utilities of the Consolidated Company's Lin-Yuan plant and all of the utilities of the Consolidated Company’s Ren-Wu plant, including power, water and steam, are supplied by or paid on behalf of the Consolidated Company by the utility plants of Formosa Plastics Corporation. The utilities of the Consolidated Company’s Mai Liao plant, including power, water and steam, are supplied by Formosa Petrochemical Corporation. The expenses for utilities were as follows:

Associates and joint ventures
Formosa Petrochemical Corporation
Other related parties
Other related parties
For the years ended
December 31
2019
2018
$ 7,217,914
7,903,439
106,786
109,049
$
7,324,700
8,012,488

(Continued)

293

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The payables to related parties were as follows:

Associates and joint ventures
Formosa Petrochemical Corporation
December 31,
2019
December 31,
2018
$
84,083
89,949
  • (vi) Property transactions

  • 1) Purchase of Property, Plant and Equipment

The purchases price of property, plant and equipment purchased from related parties were as follows:

Associates-Formosa Petrochemical Corporation December 31,
2019
December 31,
2018
$
9,618
30,768

In November, December, 2019 and June, 2018, the Consolidated Company purchased property, plant, and equipment, amounting to $9,618 and $30,768, respectively. As of December 31, 2019 and 2018, the ownership transfer process has been finished. The purchase price for the property, plant, and equipment was determined based on market condition and asset evaluation report. For further description of the property, plant, and equipment, please refer to note 6(i).

.

2) Acquisition of financial assets

==> picture [394 x 173] intentionally omitted <==

----- Start of picture text -----

For the year
Number of Shares ended
Account (in thousands) Purpose December 31, 2019
Associates- Investments accounted Shares of stock of Formosa
Formosa Resources for using equity method Resources Corporation
Corporation 157,000 $ 1,570,000
Associates-FG Inc.Investments accounted Shares of stock of FG Inc.
for using equity meth - 231,570
Associates- Investments accounted Shares of stock of Formosa
Formosa Synthetic for using equity method Synthetic Rubber Corporation
Rubber Corporation Limited
Limited 4,600 46,000
Subsidiaries-Nan Investments accounted Shares of stock of Formosa
Ya PCB Corporation for using equity method" Advanced Technologies
13,267 Co.,Ltd 472,968
$ 2,320,538
----- End of picture text -----

(Continued)

294

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Account
Other related parties
Formosa Ha Tinh
(Cayman) Ltd.
Non-current financial
assets at fair value
through other
comprehensive income
Associates
Formosa Synthetic
Rubber (Hong Kong)
Corporation Limited
Investments accounted
for using equity method
Number of Shares
(in thousands)
56,471
65,000
Purpose
For the year ended
December 31, 2018
Shares of stock of Formosa
Ha Tinh (Cayman) Ltd.
$ 1,676,070
Shares of stock of Formosa
Synthetic Rubber (Hong
Kong) Corporation Limited
2,010,450
$
3,686,520
  • 3) Disposals of property, plant and equipment

The disposals of property, plant and equipment to related parties are summarized as follows:

Associates
Formosa Industries
Corporation
Other related parties
Formosa Plastic
Corporation
For the years ended December
31, 2019
Disposal
price
Gain (loss)
from disposal
$ 1,247,436
(62,144)
-
-
$
1,247,436
(62,144)
For the years ended December
31, 2018
Disposal
price
$ 1,247,436
-
$
1,247,436
Disposal
price
Gain (loss)
from disposal
-
-
187
57
187
57

As of December 31, 2019 and 2018, the outstanding balance were $748,193 and $0, respectively. Please refer to note 6(h) for the details of property, plant and equipment.

  • (vii) Loans to related parties

The loans to related parties were as follows:

Associates and joint ventures
Other associates and joint ventures
Other related parties
Formosa Plastics Marine Corporation
Other related parties
Other receivables from
related parties
December 31,
2019
December 31,
2018
$ 198,097
221,205
5,640,819
5,807,107
86,311
89,558
$
5,925,227
6,117,870

(Continued)

295

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(viii) Endorsements and guarantees

The amounts of the Consolidated Company’s endorsements and guarantees for securing related parties’ loans were as follows:

Associates and joint ventures
Formosa Group (Cayman) Limited
Formosa Industries Corporation
Formosa Resources Corporation
Other related parties
Formosa Ha Tinh (Cayman) Ltd.
December 31,
2019
December 31,
2018
$ 7,526,500
19,208,125
602,120
5,043,547
3,236,395
3,303,798
20,753,559
15,915,686
$
32,118,574
43,471,156

(ix) Leases

  • 1) The rental income of the Consolidated Company from leasing its plants to its related parties, recognized as other income, were as follows:
Associates and joint ventures
Nan Ya Technology Corporation
For the years ended
December 31
2019
2018
$
258,976
234,064

The rentals charged to related parties are determined based on the local market prices, and rents are collected monthly depending on the contract.

2) The rental expenses of the Consolidated Company's offices and buildings leased its related parties, recognized as operating costs and expenses, were as follows:

The Consolidated Company rented an office building and a piece of land from Formosa Plastics Corporation. The rentals charged to related parties are determined based on the local market prices. Rental expenses for the years ended December 31, 2018 amounted to $41,171. The Consolidated Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of $51,295 and $51,295 of right-of-use assets and lease liabilities, respectively. For the years ended December 31, 2019, the Consolidated Company recognized the amount of $564 as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to $26,385, consisting of current and noncurrent portion amounting to $25,264 and $1,121, respectively.

(Continued)

296

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Consolidated Company rented an office building from Formosa Chemicals and Fiber Corporation. The rentals charged to related parties are determined based on the local market prices. Rental expenses for the years ended December 31, 2018 amounted to $27,125. The Consolidated Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of $53,458 and $53,458 of right-of-use assets and lease liabilities, respectively. For the year ended December 31, 2019, the Consolidated Company recognized the amount of $584 as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to $26,918.

The Consolidated Company rented an office building from Ming Chi University of technology in May 2019, where in the rental is determined based on the local market prices. The interest expenses for the years ended December 31, 2019 amounted to $984. As of December 31, 2019, the balance of lease liabilities amounting to $67,947, consisted of current and non-current portion of $3,140 and $64,807, respectively.

(x) Others

Associates-Formosa Plastics Corporation For the years
ended
December 31,
2019
$
10

For the year ended December 31, 2019, the Consolidated Company purchased official vehicles from Formosa Plastics Corporation, which were managed assets, and recognized as miscellaneous purchases. The Consolidated Company did not have similar transactions for the year ended December 31, 2018.

(d) Key management personnel compensation

Key management personnel compensation comprised:

For the years ended
December 31
2019
2018
Short-term employee benefits $ 143,949
130,435

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object Usage December 31,
2019
December 31,
2018
$ 1,271,053
1,286,336
7,529,494
7,529,494
-
11,681
$
8,800,547
8,827,511
Current Financial asset at fair value through other
comprehensive income-stock of Formosa
Plastics Corporation
Land (include idle land)
Machinery and equipment
Total
Others
Bank loans
Bank loans
The collateral to
provisional execution
in litigation
Bank loans
Bank loans

(Continued)

297

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(9) Significant commitment and contingencies:

(1) Outstanding standby letter of credit
(2) Endorsements and guarantees
(3) Bonding guarantees by banks
(4) Letters of credit guarantees by banks
December 31,
2019
December 31,
2018
$ 2,358,537
1,359,423
32,118,574
43,471,156
29,000
22,000
24,000
20,000
  • (5) Formosa Industries Corporation, a Company’s investee, signed a syndicated line of credit with a group of financial institutions amounting to USD 250,000 thousand for its operational needs. According to the requirement of the consortium, the Company has to offer a letter of support based on its ownership of 42.5% and commit to monitor the operations of Formosa Industries Corporation to ensure that it completes its financial obligation.

  • (6) Formosa Ha Tinh (Cayman) Ltd. and Formosa Ha Tinh Steel Corporation, Company’ s investees, signed a syndicated line of credit with a group of financial institutions amounting to USD 1,990,000 thousand and USD 500,000 thousand, respectively, for its operational needs. According to the requirement of the consortium, the Company has to offer a letter of undertaking or a letter of support based on its ownership of 11.432% and commit to monitor the operations of Formosa Ha Tinh (Cayman) Ltd. and Formosa Ha Tinh Steel Corporation to ensure that they complete their financial obligation.

  • (7) Nan Ya Electronic Materials (Huizhou) Co., Ltd, a Company's investee, planned to apply for a fiveyear syndicated loan with a total amount of no more than CNY 1,000,000 thousand, with a group of financial institutions, among which Mega International Commercial Bank Suzhou Branch and Fubon Bank (China) Co., Ltd. act as leading banks. According to the requirement of the consortium, the Company has to offer a letter of support, and commit to monitor the operations of Nan Ya Electronic Materials (Huizhou) Co., Ltd to ensure that it completes its financial obligation.

  • (8) Litigation between the Company and DBTEL Incorporated

The Company’s client, DBTEL Inc. (DBTEL), placed several orders from the Company concerning LCD monitors since May 2003. However, in June 2004, it decided to cancel some of them, even demanding the Company to postpone its delivery; and in some cases, it went to a certain extent as to refuse accepting the goods delivered by the Company, resulting in a stock up of both raw materials and finished products in the Company’s warehouse amounting to USD 5,409,815 and TWD 100,846,141. In light of this matter, the Company filed a lawsuit against DBTEL to the Taiwan High Court on April 6, 2006, demanding for compensation for the damage caused by DBTEL. In reply, the Court authorized the Company to hold certain properties of DBTEL as its collateral. However, DBTEL was not satisfied with the decision made by the Court; therefore, it filed an appeal against the Company. On April 18, 2017, the Court decided that the compensation demanded by the Company should not exceed the amounts of USD 1,246,118 and TWD 27,229,161 (both including principal and interest). Plus, the said properties that were held by the Company for collateral should also be returned to DBTEL. On August 8, 2018, the Supreme Court rejected the verdict handed down by the High Court about the dismissal of the Company’ s appeal in the first instance, the appeal of DBTEL, other declaration of provisional execution, and the related legal expenses. Therefore, the High Court will have to decide on this matter. Currently, this case is still in progress.

(Continued)

298

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

(12) Other:

A summary of current-period employee benefits, depreciation, and amortization, by function, were as follows:

follows:
by function
by item
For the years ended December 31,
2019 2018
Operating
Costs
Operating
expenses
Non-Operating
expenses
Total Operating
Costs
Operating
expenses
Non-Operating
expenses
Total
Employee benefit
Salaries
Labor and health insurance
Pension expenses
Remuneration of directors
Others personnel expenses
Depreciation expenses
Amortization expenses
29,371,912
2,103,858
1,638,905
-
1,249,637
14,546,276
1,039,106
5,432,775
363,328
350,848
35,172
211,038
681,407
247,073
-
-
-
-
-
30,780
-
34,804,687
2,467,186
1,989,753
35,172
1,460,675
15,258,463
1,286,179
22,652,598
2,018,259
1,616,508
-
1,230,798
15,424,744
1,614,247
5,711,946
345,431
348,358
30,235
196,730
542,501
246,372
-
-
-
-
-
25,324
-
28,364,544
2,363,690
1,964,866
30,235
1,427,528
15,992,569
1,860,619

(13) Other disclosures:

  • (a) Information on significant transactions:

  • (i) Lending to other parties: Please see attached Table 1.

  • (ii) Guarantees and endorsements for other parties: Please see attached Table 2.

  • (iii) Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included): Please see attached Table 3.

  • (iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company’s paid-in capital: Please see attached Table 4.

  • (v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Company's paid-in capital: Please see attached Table 5.

  • (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company's paid-in capital: Please see attached Table 6.

  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Company's paid-in capital: Please see attached Table 7.

  • (viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company's paid-in capital: Please see attached Table 8.

  • (ix) Information regarding trading in derivative financial instruments: None.

  • (x) Significant transactions and business relationship: Please see attached Table 9.

(Continued)

299

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Information on investees: Please see attached Table 10.

  • (c) Information on investment in mainland China: Please see attached Table 11.

(14) Segment information:

(a) General Information

The Consolidated Company’ s four reportable segments are: plastics products, plastic materials, electronic materials and fiber products. Plastic products department mainly engaged in the manufacture and sale of flexible PVC sheets and other plastics processing products; plastic materials department is mainly engaged in the manufacture and sale of ethylene glycol and other plastic petrochemical raw materials; electronic materials department is mainly engaged in the manufacture and sale of copper clad laminate; fiber products department is mainly engaged in the manufacture and sale of polyester products.

The Consolidated Company’s reportable segments are responsible for the Consolidated Company’s strategic business units, including the manufacturing and supplying of different products. As each strategic business unit requires different technology and marketing strategies, each unit is administered individually.

(b) Segment revenue and operating results

The Consolidated Company uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, excluding any shares of profit (loss) of associates and joint ventures accounted for using equity method, income tax, extraordinary gains and losses, and foreign exchange gains and losses, because they are managed on a group basis, and hence they are not allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant non-cash items. The reportable amount is similar to that in the report used by the chief operating decision maker.

There were no material differences between the accounting policies adopted for the Consolidated Company’ s operating segments and those described in Note 4. The terms and conditions for the Consolidated Company’ s intersegment sales and transfers are the same as those of third-party transactions, which are measured at market price.

Operating segments are combined and reconciled as follows:

Revenue
Net revenue from external customers

Net revenue from sales among intersegments
Interest revenue
Total revenue

Interest expense

Depreciation and amortization
Share of profit (loss) of associates and joint ventures
accounted for using equity method
Reportable segment profit or loss

Reportable segment assets

Reportable segment liabilities
For the ye ar ended Decemb er 31, 2019
Plastics
Product
$ 42,529,381
1,294,908
217,255
$
44,041,544
$ 95,805
1,520,694
$
3,222,819
$
36,222,891
$
10,417,840
Plastics
Material
72,185,495
8,277,826
148,752
Electronic
Materials
112,257,646
19,627,835
565,513
132,450,994
295,524
7,849,577
7,979,595
139,519,674
29,203,048
Polyester
Product
55,150,576
991,997
1,385
56,143,958
204,706
1,823,620
2,112,671
34,504,449
10,063,287
Other
Department
4,179,961
3,704,696
631,436
8,516,093
606,273
616,861
22,471,164
451,894,399
142,497,488
Reconciliations
Total
-
286,303,059
(33,897,262)
-
(473,908)
1,090,433
(34,371,170)
287,393,492
(473,908)
1,620,428
-
16,544,642
11,838,753
(6,547,650)
26,689,030
(184,015,915)
554,678,679
(12,329,576)
199,107,979
80,612,073
892,028
4,733,890
(2,549,569)
76,553,181
19,255,892

(Continued)

300

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

evenue:
Net revenue from external customers

Net revenue from sales among intersegments
Interest revenue
otal revenue

nterest expense

epreciation and amortization
hare of profit (loss) of associates and joint ventures
accounted for using equity method
eportable segment profit or loss

eportable segment assets

eportable segment liabilities
For the ye ar ended Decemb er 31, 2018 Reconciliations
Total
-
333,061,560
(38,923,763)
-
(629,546)
1,047,522
(39,553,309)
334,109,082
(629,546)
1,723,469
-
17,853,188
26,179,740
(11,519,443)
61,525,186
(185,860,854)
570,249,344
(14,347,554)
183,344,352
Plastics
Product
$ 45,538,078
1,225,586
271,715
$
47,035,379
$ 98,397
1,498,561
$
3,345,913
$
33,571,790
$
10,551,184
Plastics
Material
96,493,105
10,196,690
23,327
106,713,122
565,344
5,392,569
12,916,430
81,947,557
13,929,371
Electronic
Materials
117,021,664
23,255,143
422,509
140,699,316
446,900
8,551,325
11,011,174
133,224,420
27,416,068
Polyester
Product
67,857,488
1,129,823
1,175
68,988,486
177,355
1,788,845
2,958,826
35,866,701
10,561,594
Other
Department
6,151,225
3,116,521
958,342
10,226,088
1,065,019
621,888
42,812,286
471,499,730
135,233,689

Further explanations of the significant reconciling items of reportable segment information exhibited above are described as follows:

The eliminations of the Consolidated Company’s intersegment revenue amounted to $34,371,170 and $39,553,309 in 2019 and 2018, respectively.

(c) Geographic information

The Consolidated Company’ s revenues from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are as follows:

Geographic
Net Revenue from External Customers:
Taiwan
China and HK
U.S.A.
Others
Geographic
Non-current Assets:
Taiwan
China and HK
U.S.A.
For the years ended December 31
2019
2018
$ 82,326,864
91,516,190
116,321,519
136,624,703
37,218,261
45,444,934
50,436,415
59,475,733
$
286,303,059
333,061,560
December 31,
2019
December 31,
2018
$ 87,701,251
79,773,532
49,900,319
55,581,958
35,563,525
20,168,048
$
173,165,095
155,523,538

Non-current assets include property, plant and equipment, intangible assets, technology development expense, prepayments for purchase of equipment and other assets, but do not include financial instruments, deferred tax assets, post-employment benefit assets, and non-current assets arising from insurance contracts.

(Continued)

301

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (d) Information about major customers

There is no single customer’s sale which exceeds 10% of the Consolidated Company’s revenues.

302

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES LOANS TO OTHER PARTIES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 1

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other
Parties during the
Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount
for Business Between
Two Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual Funding
Loan Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
0
0
0
0
0
0
0
0
0
0
0
1
1
2
2
2
2
2
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Formosa Plastics Group
Investment Corp. (Note 6)
Wellink Technology
Corporation (Note 6)
Nan Ya Plastics (Hong Kong)
Co., Ltd. (Note 6)
Nan Ya Plastics Corporation
Texas (Note 6)
Nan Chung Petrochemical
Corporation (Note 6)
Formosa Heavy Industries
Corporation
Nanya Technology Corporation
Formosa Petrochemical
Corporation
Formosa Plastics Corporation
Formosa Chemicals and Fiber
Corporation
Formosa Plastics Marine
Corporation
Nan Ya Plastics Corporation
Texas (Note 6)
Nan Ya Plastics Corporation
U.S.A. (Note 6)
The Company (Note 6)
Nan Ya PCB (HK)
Corporation (Note 6)
Nan Ya PCB (Kunshan)
Corporation (Note 6)
Formosa Plastics Marine
Corporation
Formosa Heavy Industries
Corporation
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
70,000
100,000
500,000
21,205,840
500,000
12,000,000
1,500,000
14,000,000
8,000,000
8,000,000
9,385,318
19,267,840
903,180
4,500,000
100,000
1,854,300
500,000
1,000,000
70,000
100,000
500,000
-
500,000
6,500,000
-
6,000,000
6,000,000
6,000,000
8,460,819
12,042,400
903,180
4,000,000
100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
5,640,819
12,042,400
286,237
4,000,000
-
-
-
-
-
-
-
3.211%~3.613%
1.4142%~1.4181%
1.4138%~1.4181%
-
1.4180%~1.4181%
-
-
1.4138%~1.4181%
2.8130%~3.546%
2.8130%~3.610%
1.418%
-
3.471%~3.471%
1.414%~1.418%
-
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-






-





-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
20,791,919
20,791,919
7,306,170
7,306,170
7,306,170
7,306,170
7,306,170
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
41,583,838
41,583,838
14,612,340
14,612,340
14,612,340
14,612,340
14,612,340
~~ti~~

303

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other
Parties during the
Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount
for Business Between
Two Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual Funding
Loan Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
3
4
4
5
5
6
6
7
8
8
8
8
8
9
9
10
10
Nan Ya Plastics (Hong Kong) Co.,
Ltd.
Wen Fung Industrial Co., Ltd.
Wen Fung Industrial Co., Ltd.
Nan Ya Plastics (Guangzhou) Co.,
Ltd.
Nan Ya Plastics (Guangzhou) Co.,
Ltd.
Nan Ya Plastics (Huizhou) Co.,
Ltd.
Nan Ya Plastics (Huizhou) Co.,
Ltd.
Nan Ya Trading (Huizhou) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Nantong) Co.,
Ltd.
Nan Ya Plastics (Nantong) Co.,
Ltd.
China Nantong Huafeng Co., Ltd.
China Nantong Huafeng Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd. (Note 6)
Wellink Technology
Corporation (Note 6)
Formosa Environmental
Technology Corporation
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
PFG Fiber Glass (Kunshan)
Co., Ltd. (Note 6)
Xiamen Haicang Investment
Group Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
PFG Fiber Glass (Kunshan)
Co., Ltd. (Note 6)
Nan Ya Plastics (Zhengzhou)
Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
362,773
23,000
60,000
215,777
772,480
504,917
589,501
23,735
86,311
133,781
263,247
129,466
155,359
863,106
2,840,914
135,508
155,359
-
23,000
60,000
215,777
720,694
504,917
526,495
-
86,311
133,781
-
-
138,097
-
1,631,271
135,076
155,359
-
-
60,000
215,777
720,694
504,917
526,495
-
86,311
133,781
-
-
138,097
-
1,631,271
135,076
155,359
4.12%
-
1.418%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-



-




-
-
-

-



-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,667,670
24,174
120,868
1,316,852
1,316,852
1,691,034
1,691,034
28,644
684,281
684,281
684,281
684,281
684,281
4,980,774
4,980,774
163,893
163,893
85,335,340
241,735
241,735
2,633,704
2,633,704
3,382,068
3,382,068
57,289
684,281
684,281
684,281
684,281
684,281
9,961,548
9,961,548
327,786
327,786
~~ti~~

304

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other
Parties during the
Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount
for Business Between
Two Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual Funding
Loan Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
11
11
12
12
13
13
13
13
13
13
Nantong Huafu Plastics Co., Ltd.
Nantong Huafu Plastics Co., Ltd.
Nan Ya Electric (Nantong) Co.,
Ltd.
Nan Ya Electric (Nantong) Co.,
Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd. (Note 6)
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
PFG Fiber Glass (Kunshan)
Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
Nan Ya Plastics (Zhengzhou)
Co., Ltd.
Nan Ya Electronic Materials
(Huizhou) Co., Ltd. (Note 6)
Nan Ya Plastics (Ningbo) Co.,
Ltd. (Note 6)
PFG Fiber Glass (Kunshan)
Co., Ltd. (Note 6)
Nan Ya PCB (Kunshan)
Corporation (Note 6)
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd. (Note 6)
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
ti
Other receivables
from related
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
31,072
43,155
43,155
343,085
155,359
2,800,779
265,405
945,101
1,639,902
5,264,947
31,072
43,155
-
310,718
-
-
258,932
280,509
1,639,902
4,837,710
31,072
43,155
-
310,718
-
-
258,932
280,509
1,639,902
4,837,710
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.36%~3.48%
3.32%~3.48%
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-








-
-
-
-
-
-
-
-
-
-
-
45,816
45,816
575,088
575,088
27,718,743
27,718,743
27,718,743
27,718,743
27,718,743
27,718,743
91,632
91,632
1,150,175
1,150,175
55,437,487
55,437,487
55,437,487
55,437,487
55,437,487
55,437,487
~~ti~~

Note 1 : (a) Those with business contact please fill in 1; (b) Those necessary for short-term financing please fill in 2.

Note 2 : Amount from business contact stands for the sum of purchases and sales.

  • Note 3:Capital loaned to other parties should not exceed 50% of the lender’s net worth, of which the sum loaned to non interested parties for capital requirements should not exceed 40% of the net worth of borrower. The cap amount of loans to associates and interested parties should not exceed 25% of the equity of the lenders. Other parties should not exceed 20% of the lender’s net worth.

  • Note 4 : Subsidiaries' capital loaned to associates and interested parties should not exceed 50% of the equity of the lenders. Other parties should not exceed 40% of the lender’s net worth.

The subsidiaries' cap amount of loans to other parties should not exceed 100% of its equity. Non-interested parties should not exceed 40% of its net worth. However, subsidiaries' capital loaned to the parties located in non-Taiwan and directly or indirectly held by the company 100% of the shares are not be limited.

Note 5:Nan Ya Plastics corporation, America and Nan Ya Plastics corporation USA s’reporting currency are denominated in USD, and the exchange rate of TWD to USD as of December 31, 2019 (in average) is 30.106(30.924):1.

  • Nan Ya Plastics (Hong Kong) Co., Ltd and Superior World Wide Trading Co., Ltd. s’reporting currency are denominated in HKD, and the exchange rate of TWD to HKD as of December 31, 2019 (in average) is 3.8597(3.9646):1.

Note 6 : This transaction has already been written off during the consolidation process.

305

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES GUARANTEES AND ENDORSEMENTS FOR OTHER PARTIES FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 2

B=A/2 C D=C/SE A=S/E*1.3
No Endorsement
Guarantee Provider
Counterparty of Guarantee and Endorsement Limitation Amount of
Guarantees and
Endorsements for a
Specific Enterprise
Highest Balance for
Guarantee and
Endorsements during
the Period
Balance of
Guarantees and
Endorsements as of
December 31, 2019
Amount Secured by
Guaranteed and
Endorsed Property
Amount of Endorsement
/Guarantee Collateralized
by Properties
Ratio of Accumulated Amounts
of Guarantees and
Endorsements to Net Worth of
the Latest Financial Statements
Maximum Amounts
for Guarantees and
Endorsements
Parent Company Endorses
/Guarantees to Third Parties
on Behalf of Subsidiary
Subsidiary Endorses
/Guarantees to Third
Parties on Behalf of
Parent Company
Endorsements
/Guarantees to the Third Parties
on Behalf of the Companies in
Mainland China
Name Relationship with The
Company (Note)
0
0
0
0
1
The Company
The Company
The Company
The Company
Nan Ya Plastics
Corporation America
Formosa Industries
Corporation
Formosa Group (Cayman)
Ltd.
Formosa Ha Tinh (Cayman)
Ltd.
Formosa Resources
Corporation
Nan Ya Plastics
Corporation Texas
1
6
6
6
4
9,531,078
223,971,725
223,971,725
223,971,725
27,029,495
4,940,651
18,816,250
20,753,559
3,236,395
139,201
602,120
7,526,500
20,753,559
3,236,395
102,946
602,120
7,526,500
20,753,559
3,236,395
102,946
-
-
-
-
-
0.17%
2.18%
6.02%
0.94%
0.26%
447,943,449
447,943,449
447,943,449
447,943,449
54,058,989
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
N

Note1: The total amount of guarantees and endorsements by the company shall not exceed 1.3 times of the company's net value, and the amount of guarantees and endorsements for a specific enterprise shall not exceed one half of the foregoing total.

Note2: There are seven conditions in which the Company may have guarantees or endorsements for other parties as follows:

  • (1)The Company has business relationship.

  • (2)The Company holds directly and indirectly more than 50% of the voting shares of the subsidiaries.

  • (3)In aggregate, the Company holds directly or its subsidiaries hold indirectly more than 50% of the investee.

  • (4)Subsidiaries in which the Company holds directly or indirectly more than 90% of the voting shares make endoresement and guarantees for each other.

  • (5)The Company is required to provide guarantees or endorsements for the construction project based on the construction contract.

  • (6)The stockholders of the Company provide guarantees or endorsements for the investee in proportion to their stockholding percentage.

  • (7)According to Consumer Protection Act, companies are required to provide guarantees and endorsements for joint and several libility if take part in business of preconstruction real estate.

306

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES SECURITIES HELD AS OF DECEMBER 31, 2019

(EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES) DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 3

Security Holder Category and Name of Security Relationship Between
Issuer of Security and the
Company which Holds
Securities
Account Name December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 Notes
Number of Shares
(in thousands)
Carrying
Value
Shareholding
Percentage
Market Value or
Net Asset Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Mega Internaitonal Private USD Money
Market
Formosa Plastics Corporation
Formosa Chemicals and Fiber
Corporation
Formosa Group Ocean Marine Investment
Corporation
Formosa Plastics Corporation U.S.A.
Ostendo Technologies Inc.
Formosa Plastics Maritime Corp.
Formosa International Development Co.,
Ltd.
Mai Liao Harbor Administration Corp.
Formosa Plastics Marine Corporation
ASIA Pacific Investment Co.
Formosa Technologies Corporation
WK Technology Fund Ltd.
WK Technology Fund IV Ltd.
Central Leasing Corp.
Chinese Television System Inc.
China Investment & Development
Company,Limited
-
Other related parties
Other related parties
Other related parties
Other related parties
-
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
-
-
-
-
-
Financial assets valued at FVTPL
-current
Financial assets valued at
FVTOCI-current
Financial assets valued at
FVTOCI-current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
12,479
294,793
140,520
3
2
150
352
16,509
39,562
2,429
63,717
2,925
326
460
1,779
1,769
1,287
4,044,356
29,420,352
12,295,469
4,842,526
1,283,210
-
299,258
259,076
896,136
752,699
2,209,623
72,959
8,304
5,573
-
34,075
4,431
-
4.63%
2.40%
19.00%
0.51%
0.12%
18.00%
18.00%
17.98%
15.00%
14.99%
12.50%
1.63%
1.08%
1.07%
1.04%
0.80%
4,044,356
29,420,352
12,295,469
4,842,526
1,283,210
-
299,258
259,076
896,136
752,699
2,209,623
72,959
8,304
5,573
-
34,075
4,431
Note 1

307

Security Holder Category and Name of Security Relationship Between
Issuer of Security and the
Company which Holds
Securities
Account Name December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 Notes
Number of Shares
(in thousands)
Carrying
Value
Shareholding
Percentage
Market Value or
Net Asset Value
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Formosa Plastics Group
Investment Corp.
Formosa Plastics Group
Investment Corp.
Nan Ya International (Cayman)
Limited
Taiwan Aerospace Corp.
Guang Yuan Securities Investment
Consulting Corporation
Nan Ya Photonics Inc.
Mega Growth Capital Venture
Double Oak (Bonds)
Sutton (Bonds)
American Overseas Reinsurance Co., Ltd.
(Preferred Stock)
MBIA Insurance Corp. (Preferred Stock)
Hua Ya (Dong Ying) Plastics Corp.
Hua Ya (Wu Hu) Plastics Corp.
WK Technology Fund Ltd.
WK Technology Fund IV Ltd.
Formosa Ha Tinh (Cayman) Ltd.
-
-
Other related parties
-
-
-
-
-
-
-
-
-
Other related parties
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
Financial assets valued at
FVTOCI-non current
1,070
5,000
6,646
2,500
-
-
-
-
-
-
1,935
658
621,178
18,849
26,600
110,131
19,746
180,019
330,592
106,768
207,347
199,951
180,342
12,318
18,576
11,407,727
0.79%
3.91%
14.42%
1.97%
-
-
-
-
15.00%
15.00%
2.42%
3.60%
11.43%
18,849
26,600
110,131
19,746
180,019
330,592
106,768
207,347
199,951
180,342
12,318
18,576
11,407,727

Note 1 : The Company pledged its shares of Formosa Plastics Corporation of 12,736 thousand common shares amounting to $1,271,053.

308

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

INDIVIDUAL SECURITIES ACQUIRED OR DISPOSED OF WITH ACCUMULATED AMOUNT EXCEEDING THE LOWER OF TWD300 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 4

Company
Name
Category and Name of
Security
Financial
Statement Account
Counter-party Relationship Beginning Balance Beginning Balance Purchases Purchases Sales Sales Sales Sales Ending Balance Ending Balance
Shares
(in thousands)
Amount Shares
(in thousands)
Amount Shares
(in thousands)
Price Carrying
Value
Gain/Loss on
Disposal
Shares
(in thousands)
Amount
The Company
Nan Ya
Plastics (Hong
Kong) Co.,
Ltd.
The Company
Nan Ya PCB
Corporation
Nan Ya Plastics (Hong
Kong) Co., Ltd.
Nan Ya Electronic
Materials (Huizhou)
Co., Ltd.
Formosa Resources
Corporation
Formosa Advanced
Technologies Co.,Ltd
Investments
accounted
for using equity
method
Investments
accounted
for using equity
method
Investments
accounted
for using equity
method
Investments
accounted
for using equity
method
Nan Ya Plastics
(Hong Kong)
Co., Ltd.
Nan Ya
Electronic
Materials
(Huizhou) Co.,
Ltd.
Formosa
Resources
Corporation
Formosa Taffeta
Co., Ltd.
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
844,053
-
584,594
-
79,668,326
1,965,292
5,370,047
-
109,200
-
157,000
13,267
4,308,591
4,308,591
1,570,000
472,968
953,253
-
741,594
13,267
85,283,330
(Note 1.2)
6,351,352
(Note 1.2)
6,615,934
(Note 1)
475,710
(Note 1)

Note 1 : End of period amount includes investment income and transaction adjustment under equity method and the effect of exchange changes. Note 2 : This transaction has already been written off during the consolidation process.

309

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES ACQUISITION OF INDIVIDUAL REAL ESTATE WITH AMOUNT EXCEEDING THE LOWER OF TWD300 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 5

TABLE 5
Company Name Name of Property Transaction
Date
Transaction
Amount
Status of
Payment
Counter-party Relationship
with the
Company
Disclosure of Information on Previous Transfer
of Equipment is Required for Related
Parties who are also the Counter Parties
References for
Determining
Price
Purpose of
Acquisition
and Current
Condition
Others
Owner Relationship
with the
Company
Date of
Transfer
Amount
Nan Ya Plastics
Corporation
Texas
Nan Ya Plastics
Corporation
Texas
Nan Ya Plastics
Corporation
Texas
Nan Ya Plastics
Corporation
Texas
Nan Ya Plastics
Corporation
Texas
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
2019.04
2019.05
2019.06
2019.07
2019.08
396,685
853,524
822,674
530,544
368,674
Paid
Paid
Paid
Paid
Paid
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Associates
Associates
Associates
Associates
Associates
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Negotiation
Negotiation
Negotiation
Negotiation
Negotiation
Plant
expansion
Plant
expansion
Plant
expansion
Plant
expansion
Plant
expansion
None
None
None
None
None

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES RECEIVABLES FROM DISPOSAL OF REAL ESTATE EXCEEDING 300 MILLION OR 20% OF THE COMPANY'S PAID-IN CAPITAL (Expressed in thousands of New Taiwan Dollars)

TABLE 6

TABLE 6
Company Name Name of Property Transaction
Date
Acquisition Date Book Value Transaction amount Amount actually receivable Gain (Loss)
fom Disposal
Counter-
party
Relationship
with the
Company
Purpose of
Disposal
References for
Determining
Price
Others
Nan Ya Draw
Textured Yarn
(Kunshan) Co.,
Ltd.
Polyester plant
esterfication process
equipment
2019.01.24 2007.07~2016.05 1,309,580 1,247,436 40% received, final payment
due after acceptance
(62,144) Formosa
Industries
Corporation
Associates Asset activation
and operating
performance
improvement
Asset Valuation
Report
None

310

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES RELATED-PARTY TRANSACTIONS FOR PURCHASES AND SALES WITH AMOUNTSEXCEEDING THE LOWER OF TWD100 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 7

TABLE 7
Company Name Related Party Relationship Transaction Details Abnormal Transaction Notes/Accounts (Payable) Receivable Notes
Purchases /
(Sales)
Amount % to total
purchase/(sales)
Credit Period Unit Price Payment
Term
Ending
Balance
% to Total
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Nan Ya PCB Corporation
Formosa Petrochemical Corporation
Nanya Technology Corporation
Formosa Taffeta Co., Ltd.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation Texas
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries Corporation
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics (Guangzhou) Co., Ltd.
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Formosa Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Chung Petrochemical Corporation
The Company
Nan Ya PCB (Kunshan) Corporation
Formosa Advanced Technologies Co.,Ltd
Nan Ya PCB Corporation
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Advanced Technologies Co.,Ltd
The Company
China Man-made Fiber Corporation
Formosa Petrochemical Corporation
The Company
The Company
Formosa Chemicals and Fiber Corporation
Formosa Petrochemical Corporation
The Company
Other related parties
Other related parties
Subsidiaries
Associates
Associates
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Associates
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Other related parties
Other related parties
Associates
Subsidiaries
Subsidiaries
Parent
Subsidiaries
Associates
Subsidiaries
Same chairman
Associates
Parent
Other related parties
Associates
Parent
Parent
Other related parties
Other related parties
Parent
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(Sales)
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(Sales)
Purchases
Purchases
Purchases
(1,184,681)
(7,531,843)
(976,163)
(1,422,244)
(144,369)
(872,256)
(553,828)
(325,829)
(396,946)
(4,427,438)
(934,785)
(4,418,060)
(2,521,147)
(618,908)
(266,521)
(228,823)
(123,484)
(187,763)
11,978,383
24,442,785
30,339,000
2,548,914
3,382,831
976,163
8,438,867
(106,503)
(8,438,867)
1,655,334
(215,081)
(3,382,831)
(3,361,822)
5,040,286
228,823
(2,548,914)
462,079
229,233
123,484
(0.77)%
(4.87)%
(0.63)%
(0.92)%
(0.09)%
(0.56)%
(0.36)%
(0.21)%
(0.26)%
(2.86)%
(0.60)%
(2.85)%
(1.63)%
(0.40)%
(0.17)%
(0.15)%
(0.08)%
(0.12)%
11.46%
23.39%
29.04%
2.44%
3.24%
6.07%
52.47%
(0.41)%
(61.01)%
19.67%
(1.55)%
(50.06)%
(49.75)%
89.15%
4.05%
(69.49)%
20.30%
10.07%
5.42%
30 days
30 days
30 days
30 days
30 days
30 days
O/A105 days
O/A105 days
O/A105 days
O/A180 days
O/A150 days
O/A150 days
O/A150 days
O/A150 days
O/A150 days
30 days
30 days
O/A150 days
30 days
30 days
30 days
30 days
30 days
30 days
30 days
70 days
30 days
60 days
70 days
30 days
15th day of next month
15th day of next month
30 days
30 days
30 days
30 days
30 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-








-







-



















-
57,849
632,141
83,490
87,584
9,888
85,949
281,253
71,817
0
2,254,032
291,773
1,138,058
258,445
269,959
1,065
14,678
7,470
54,176
(1,080,354)
(1,923,275)
(2,358,012)
(241,454)
(329,258)
(83,490)
(978,457)
16,398
978,457
(130,455)
46,710
329,258
313,981
(487,616)
(14,678)
241,454
(35,903)
(16,845)
(7,470)
0.32%
3.50%
0.46%
0.48%
0.05%
0.48%
1.56%
0.40%
0.00%
12.48%
1.62%
6.30%
1.43%
1.49%
0.01%
0.08%
0.04%
0.30%
(9.82)%
(17.48)%
(21.43)%
(2.19)%
(2.99)%
(4.18)%
(49.04)%
0.25%
50.28%
(14.75)%
2.40%
51.19%
48.81%
(96.55)%
(2.91)%
74.66%
(23.90)%
(11.22)%
(4.97)%
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

311

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) Receivable Notes/Accounts (Payable) Receivable Notes
Purchases /
(Sales)
Amount % to total
purchase/(sales)
Credit Period Unit Price Payment
Term
Ending
Balance
% to Total
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
PFG Fiber Glass (Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Formosa Plastics Corporation U.S.A.
The Company
Nan Ya Plastics Corporation America
Formosa Industries Corporation
Formosa Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Formosa Plastics Corporation U.S.A.
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries (Ningbo) Co., Ltd.
Formosa Plastics Corporation
Formosa Industries (Ningbo) Co., Ltd.
The Company
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries (Ningbo) Co., Ltd.
Formosa Plastics Corporation
The Company
Formosa Industries (Ningbo) Co., Ltd.
Nanya Kyowa Plastics (Nantong) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Chemicals and Fiber (Ningbo) Corporation
The Company
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya PCB (Kunshan) Corporation
PFG Fiber Glass (Kunshan) Co., Ltd.
The Company
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Other related parties
Parent
Subsidiaries
Other related parties
Other related parties
Subsidiaries
Other related parties
Parent
Subsidiaries
Subsidiaries
Other related parties
Other related parties
Other related parties
Parent
Parent
Subsidiaries
Other related parties
Other related parties
Parent
Other related parties
Joint venture
Subsidiaries
Subsidiaries
Other related parties
Parent
Subsidiaries
Same chairman
Subsidiaries
Parent
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Parent
Subsidiaries
Purchases
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
762,014
553,828
118,192
(175,567)
(328,436)
(118,192)
229,374
325,829
(2,790,904)
275,369
226,523
432,111
434,314
187,763
4,427,438
3,720,449
109,958
159,162
934,785
1,046,261
(330,017)
(129,795)
(3,786,561)
6,221,820
266,521
(3,720,449)
(1,655,334)
(275,369)
4,418,060
251,162
2,790,904
3,786,561
129,795
618,908
(251,162)
29.16%
21.19%
4.52%
(0.55)%
(1.04)%
(0.37)%
0.83%
1.17%
(79.40)%
18.38%
21.37%
22.88%
23.00%
9.94%
49.93%
41.96%
6.98%
2.60%
15.25%
17.07%
(5.08)%
(22.18)%
(33.69)%
72.74%
3.12%
(7.94)%
(3.53)%
(0.59)%
12.46%
0.71%
7.87%
10.68%
0.37%
24.49%
(7.92)%
payment within one
h
O/A 105 days
payment within one
h
O/A 105 days
payment within one
h
payment within one
h
payment within one
h
O/A 105 days
60 days
60 days
60 days
O/A 150 days
60 days
O/A 150 days
O/A 180 days
180 days
60 days
O/A 150 days
O/A 150 days
60 days
60 days
60 days
60 days
60 days
O/A 150 days
180 days
60 days
60 days
O/A 150 days
60 days
60 days
60 days
60 days
O/A 150 days
60 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-



-
















-













(49,326)
(281,253)
0
170,923
0
0
(11,219)
(71,817)
269,349
(20,862)
(33,010)
(149,140)
(41,500)
(54,176)
(2,254,032)
(2,408,494)
(12,641)
(97,889)
(291,773)
(59,540)
79,907
7,526
335,747
(579,512)
(1,065)
2,408,494
130,455
20,862
(1,138,058)
(16,029)
(269,349)
(335,747)
(7,526)
(269,959)
16,029
(11.85)%
(67.56)%
0.00%
5.67%
0.00%
0.00%
(4.81)%
(30.80)%
64.67%
(8.34)%
(36.23)%
(51.40)%
(14.30)%
(18.67)%
(47.96)%
(51.24)%
(7.01)%
(14.31)%
(42.64)%
(8.70)%
4.47%
2.49%
51.42%
(96.47)%
(0.18)%
15.79%
0.86%
0.14%
(36.49)%
(0.51)%
(8.64)%
(10.77)%
(0.24)%
(85.71)%
7.70%
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note : The transaction has been written off during the consoliation process.

312

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES RECEIVABLES FROM RELATED PARTIES WITH AMOUNTS EXCEEDING THE LOWER OF TWD100 MILLION OR 20% OF THE CAPITAL STOCK DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 8

TABLE 8
Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Amounts Received
in Subsequent
Periods
Allowance
for Bad
Debts
**Amount ** Action Taken
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya PCB (Kunshan) Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics Corporation America
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
The Company
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya PCB Corporation
Nan Ya Plastics (Nantong) Co., Ltd.
Formosa Chemicals and Fiber Corporation
Nan Ya Plastics Corporation U.S.A.(Note1)
Nan Ya Electronic Materials (Huizhou) Co., Ltd.(Note1)
Nan Ya Plastics (Nantong) Co., Ltd.(Note1)
Nan Ya Electronic Materials (Kunshan) Co., Ltd.(Note1)
Formosa Industries Corporation
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
Nan Ya PCB Corporation(Note1)
The Company(Note1)
China Man-made Fiber Corporation
The Company(Note1)
Formosa Industries Corporation
Nan Ya Electronic Materials (Kunshan) Co., Ltd.(Note1)
Nan Ya Electronic Materials (Kunshan) Co., Ltd.(Note1)
Nan Ya Electronic Materials (Huizhou) Co., Ltd.(Note1)
Nan Ya PCB (Kunshan) Corporation(Note1)
Formosa Plastics Marine Corporation
Nan Ya Plastics Corporation Texas(Note1)
Nan Ya Plastics Corporation U.S.A.(Note1)
The Company(Note1)
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Assosiates
Subsidiaries
Subsidiaries
Parent
Other related parties
Parent
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Same chairman
Other related parties
Subsidiaries
Subsidiaries
Parent
Subsidiaries
Receivables from related parties:
632,141
Receivables from related parties:
281,253
Receivables from related parties:
2,254,032
Receivables from related parties:
291,773
Receivables from related parties:
1,138,058
Receivables from related parties:
258,445
Receivables from related parties:
269,959
Receivables from related parties:
978,457
Receivables from related parties:
329,258
Receivables from related parties:
313,981
Receivables from related parties:
241,454
Receivables from related parties:
170,923
Receivables from related parties:
269,349
Receivables from related parties:
335,747
Receivables from related parties:
2,408,494
Receivables from related parties:
130,455
Other receivables from related
i
5,640,819
Other receivables from related
i
12,042,400
Other receivables from related
i
286,237
Other receivables from related
i
4,000,000
Other receivables from related

1,631,271
10.77
1.88
2.01
3.86
3.75
4.94
2.50
9.47
10.33
10.22
10.16
2.05
9.54
20.07
1.46
10.59
note
note
note
note
note













-



















-






626,437
4
72,922
206,664
432,426
93,197
105,855
978,457
326,840
307,149
241,454
170,923
269,349
335,747
520,388
130,455

















-






~~i~~

313

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts Received
in Subsequent
Periods
Allowance
for Bad
Debts
**Amount ** Action Taken
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
China Nantong Huafeng Co., Ltd.
China Nantong Huafeng Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
Nan Ya Plastics (Zhengzhou) Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
PFG Fiber Glass (Kunshan) Co., Ltd.(Note1)
Nan Ya PCB (Kunshan) Corporation(Note1)
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Nan Ya Plastics (Ningbo) Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.(Note1)
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Other receivables from related
i
Other receivables from related
i
Other receivables from related
ti

Other receivables from related
Other receivables from related
i
Other receivables from related
Other receivables from related
i
Other receivables from related
i
Other receivables from related
i
Other receivables from related
i
Other receivables from related
i
Other receivables from related
i
Other receivables from related
526,495
504,917
138,097
133,781
720,694
215,777
4,837,710
280,509
1,639,902
258,932
310,718
155,359
135,076
note
note
note
note
note
note
note
note
note
note
note
note
note
















































~~i~~

Note: The turnover rate of other receivables from related parties can not be calculated.

Note 1 : The transaction has been written off during the consoliation process.

314

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS AND BUSINESS RELATIONSHIP BETWEEN THE PARENT AND ITS SUBSIDIARIES FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 9

No.
(Note 1)
Company Name Counter-party Relationship
(Note 2)
Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions
Financial Statement
Item
Amount Terms Percentage of
Consolidated Total Gross
Sales or Total Assets
0
0
0
0
0
0
0
0
1
2
3
4
5
5
6
6
6
7
7
0
0
0
0
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Chung Petrochemical Corporation
Wen Fung Industrials Co., Ltd. and its subsidiaries
PFG Fiber Glass Corporation
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
PFG Fiber Glass (Hong Kong) Corporation Limited and its subsidiaries
PFG Fiber Glass (Hong Kong) Corporation Limited and its subsidiaries
The Company
The Company
The Company
The Company
Nan Ya PCB Corporation and its subsidiaries
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics Corporation U.S.A
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation Texas
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
PFG Fiber Glass (Hong Kong) Corporation Limited and its subsidiaries
The Company
Nan Ya PCB Corporation and its subsidiaries
The Company
The Company
Nan Ya Plastics Corporation U.S.A
The Company
The Company
Nan Ya PCB Corporation and its subsidiaries
PFG Fiber Glass (Hong Kong) Corporation Limited and its subsidiaries
The Company
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
Nan Ya PCB Corporation and its subsidiaries
Nan Ya Plastics Corporation U.S.A
Nan Ya Plastics Corporation America
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
1
1
1
1
1
1
1

1
2
3
2
2
3
2
2
3

3
2
3
1
1
1
1
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
1,014,444
228,823
123,484
553,828
325,829
396,946
11,055,007
20,062
3,382,831
125,007
2,548,914
61,994
118,192
48,651
104,694
2,153,824
334,930
52,737
2,802,369
98,754
281,253
71,817
4,055,790
30-150 days
30 days
30 days
O/A 105 days
O/A 105 days
O/A 105 days
O/A 150-180 days
O/A 150 days
30 days
30 days
30 days
O/A 105 days
payment within one month
O/A 105 days
60 days
60 days
60 days
O/A 150 days
60 days
30-150 days
O/A 105 days
O/A 105 days
O/A 150-180 days
0.35%
0.08%
0.04%
0.19%
0.11%
0.14%
3.86%
0.01%
1.18%
0.04%
0.89%
0.02%
0.04%
0.02%
0.04%
0.75%
0.12%
0.02%
0.98%
0.02%
0.05%
0.01%
0.73%

315

No.
(Note 1)
Company Name Counter-party Relationship
(Note 2)
Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions
Financial Statement
Item
Amount Terms Percentage of
Consolidated Total Gross
Sales or Total Assets
1
3
6
7
0
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
PFG Fiber Glass (Hong Kong) Corporation Limited and its subsidiaries
The Company
The Company
The Company
Nan Ya PCB Corporation and its subsidiaries
Nan Ya Plastics (Hong Kong) Co., Ltd. and its subsidiaries
Nan Ya PCB Corporation and its subsidiaries
2
2
3
3
1
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Rent revenue
329,258
241,454
202,961
271,581
202,242
30 days
30 days
60 days
60 days
30-150 days
0.06%
0.04%
0.04%
0.05%
0.07%

Note 1: The appointed numbers represent:

  1. 0 refers to the Parent Company.

  2. Subsidiaries are numbered and organized in a ascending chronological order in an ascending chronological order.

Note 2: Transactions are categorized as follows:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary.

Note 3: Disclosure of information on significant transactions and business relationship between the parent company and its subsidiaries regarding sales and accounts receivable, excluding their related purchases and accounts payable.

316

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES INFORMATION ON INVESTEES (EXCLUDING THOSE IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 10

TABLE 10
Investor Company Investee Company Location Major Operations Original Investment Amount Balance as of December 31, 2019 Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation U.S.A.
(Note)
Nan Ya Plastics Corporation America
(Note)
Nan Ya Plastics (Hong Kong) Co.,
Ltd. (Note 1)
Superior World Wide Trading Co.,
Ltd. (Note 1)
Formosa Synthetic Rubber (Hong
Kong) Corporation Limited (Note)
PFG Fiber Glass (Hong Kong)
Corporation Limited (Note 1)
Formosa Industries Corporation (Note
2)
Nan Ya PCB Corporation
Formosa Plastics Group Investment
Corp.
Nanya Technology Corporation
Formosa Environmental Technology
Corporation
Formosa Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Chung Petrochemical Corporation
Wen Fung Industrial Co., Ltd.
U.S.A.
U.S.A.
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Vietnam
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
production of plastic
products
production of plastic,
polyester and chemical
plastics, electronic
products trading, and
plastics trading and
investment
production of synthetic
rubber products
investment
chemical fiber, dying
and finishing and
production of printed
circuit board
investment
semiconductor
production and
environmental
protection
production of chemical
products
production of glass
fiber
production of chemical
products
production of
electronic components
313,920
7,853,605
39,166,673
33,677
4,162,010
4,495,987
8,435,875
4,480,417
76,859
52,438,472
672,370
24,647,480
2,648,131
1,000,002
214,236
313,920
7,853,605
34,858,082
33,677
4,162,010
4,495,987
8,435,875
4,480,417
76,859
52,438,472
672,370
24,647,480
2,648,131
1,000,002
214,236
2
60
953,253
14
135,000
76
-
432,745
5,000
907,304
46,257
2,201,306
100,000
100,000
18,738
100.00%
100.00%
100.00%
100.00%
32.53%
100.00%
42.50%
66.97%
100.00%
29.71%
26.99%
23.11%
100.00%
50.00%
100.00%
1,862,003
41,583,838
85,283,330
778,245
2,249,187
7,737,129
8,163,096
19,551,043
86,873
45,168,287
250,241
76,273,869
4,196,150
1,169,804
250,287
13,498
1,454,262
4,524,884
60,095
(564,873)
83,276
350,666
308,203
202
9,824,600
366
36,798,213
182,704
34,675
5,182
13,498
1,454,262
4,524,884
60,095
(183,754)
63,291
149,033
207,963
202
2,926,374
99
8,501,950
9,811
17,535
5,182
Note 3.4
Note 3.4
Note 3.4
Note 3.4
Note 3
Note 3.4
Note 3
Note 3.4
Note 3.4
Note 3
Note 3
Note 3
Note 3.4
Note 3.4
Note 3.4

317

Investor Company Investee Company Location Major Operations Original Investment Amount Original Investment Amount Balance as of December 31, 2019 Balance as of December 31, 2019 Balance as of December 31, 2019 Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics
Corporation America
Nan Ya Plastics
Corporation America
Nan Ya Plastics
Corporation Texas
Formosa Automobile Sales
Corporation
Ya Tai Development Corporation
Formosa Heavy Industries Corporation
Formosa Fairway Corporation
Formosa Plastics Transport
Corporation
Hwa Ya Science Park Management
Consulting Co., Ltd.
Yi Jih Development Corporation
Mai Liao Power Corporation
Formosa Synthetic Rubber
Corporation
Formosa Resources Corporation
Formosa Group (Cayman) Limited
(Note)
Formosa Plastics Construction
Corporation
Nan Ya International (Cayman)
Limited (Note)
FG Inc. (Note)
Formosa Utility Venture, Ltd.(Note)
Nan Ya Plastics Corporation Texas
(Note)
Formosa Olefins, L.L.C. (Note)
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Islands
Taiwan
Cayman
Islands
U.S.A.
U.S.A.
U.S.A.
U.S.A.
production of
automobile
development industry
machinery industry
transportation business
transportation business
service business
construction business
electricity generation
business
production of synthetic
rubber products
mining industry
investment
construction business
investment
investment
electricity generation
and trading
production of chemical
products
chemical business
945,028
53,941
2,497,721
33,340
67,254
359
58,000
5,985,465
446,000
7,415,940
377
100,000
18,784,619
891,746
240,848
9,934,980
2,070,540
945,028
53,941
2,497,721
33,340
67,254
359
58,000
5,985,465
400,000
5,845,940
377
100,000
18,784,619
660,176
240,848
9,934,980
2,070,540
27,046
1,304
651,706
4,699
6,566
34
5,800
547,025
44,600
741,594
13
10,000
52
2
-
3
-
45.00%
44.96%
32.91%
33.34%
33.33%
34.00%
29.22%
24.94%
33.33%
25.00%
25.00%
33.33%
100.00%
10.00%
12.10%
100.00%
21.00%
181,332
18,020
7,247,995
82,185
1,062,879
2,606
64,672
11,050,586
292,635
6,615,934
653,576
75,521
11,407,973
869,209
2,419,574
8,565,565
1,374,730
170,099
(1,856)
124,778
(16,684)
137,544
2,908
876
2,199,499
(2,050)
(605,807)
145,410
(20,335)
-
(132,609)
1,150,743
(745,044)
(1,781,360)
76,547
(834)
41,066
(5,563)
45,849
988
256
548,596
(684)
(151,452)
36,352
(6,778)
-
(13,261)
139,665
(745,044)
(374,086)
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3.4
Note 3
Note 3
Note 3.4
Note 3

318

Investor Company Investee Company Location Major Operations Original Investment Amount Original Investment Amount Balance as of December 31, 2019 Balance as of December 31, 2019 Balance as of December 31, 2019 Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
Nan Ya PCB
Corporation
Nan Ya PCB
Corporation
Nan Ya PCB
Corporation
Nan Ya PCB (HK)
Corporation
Wen Fung Industrial
Co., Ltd.
Superior World Wide
Trading Co., Ltd.
Nan Ya PCB (HK) Corporation
Nan Ya PCB (U.S.A.) Corporation
Formosa Advanced Technologies
Co.,LTD.
Nan Ya PCB (Kunshan) Corporation
Wellink Technology Corporation
P.T.Indonesia Nanya Indah Plastics
Co.
Hong Kong
U.S.A.
Taiwan
China
Taiwan
Indonesia
production of
electronic products and
retargeting
IC packaging, testing
and modules
production of printed
circuit board
production of
electronic components
production of plastic
products
5,020,900
3,479
472,968
5,017,721
212,017
121,835
5,020,900
3,479
-
5,017,721
212,017
121,835
1,223,820
1,000
13,267
-
12,739
5
100.00%
100.00%
3.00%
100.00%
100.00%
50.00%
9,603,122
13,739
475,710
9,589,396
135,753
259,090
(86,474)
676
1,262,495
(86,812)
1,767
122,511
(86,474)
676
1,550
(86,812)
1,767
61,256
Note 3.4
Note 3.4
Note 3
Note 3.4
Note 3.4
Note 3

Note : The reporting currency of Nan Ya Plastics Corporation USA, Nan Ya Plastics Corporation America, Formosa Synthetic Rubber (Hong Kong) Corporation Limited, Formosa Group (Cayman) Limited, Nan Ya Internaitonal (Cayman) Limited, , FG Inc., Formosa Utility Venture, Ltd, Nan Ya Plastics Corporation Texas, and Formosa Olefins, L.L.C is denominated in USD,

and the exchange rate of TWD to USD as of December 31, 2019 (in average) is 30.106(30.924) : 1 .

Note 1 : The reporting currency of Nan Ya Plastics (Hong Kong) Co., Ltd., Superior World Wide Trading Co., Ltd. and PFG Fiber Glass (Hong Kong) Corporation Limited is denominated in HKD,

and the exchange rate of TWD to HKD as of December 31, 2019 (in average) is 3.8597(3.9646) : 1.

Note 2 : The reporting currency of Formosa Industries Corporation, Vietnam is denominated in VND, and the exchange rate of TWD to VND as of December 31, 2019 (in average) is 1 : 0.001299(0.001331) .

Note 3 : Investment income of the current period does not include cumulative translation adjustment and capital surplus adjustment.

Note 4 : The transaction has been written off during the consoliation process.

319

NAN YA PLASTICS CORPORATION AND SUBSIDIARIES INFORMATON ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 11

(a) Information regarding investments in Mainland China :

Name of the PRC Investee Company Primary Business Scope Amount of
Paid-in
Capital
Method of Investment Investment
Transferred from
Taiwan as of
January 1, 2019
For The Year Ended
December 31, 2019
For The Year Ended
December 31, 2019
Investment
Transferred from
Taiwan as of
December 31, 2019
Current
Income of
Investees
Direct and Indirect
Shareholding
Percentage by the
Company
Investment
Gain (Loss)
Carrying Value of
Investment as of
December 31, 2019
Accumulated Inward
Remittance of
Earnings as of
December 31, 2019
Outflow Inflow
Nan Ya Plastics (Guangzhou) Co.,
Ltd.(Note1)
Nan Ya Plastics (Xiamen) Co.,
Ltd.(Note1)
Nan Ya Plastics (Huizhou) Co.,
Ltd.(Note1)
Nan Ya Electronic Materials (Huizhou)
Co., Ltd.(Note1)
Nan Ya Trading (Huizhou) Co.,
Ltd.(Note1)
Nan Ya Plastics (Nantong) Co.,
Ltd.(Note1)
China Nantong Huafeng Co., Ltd.(Note1)
Nantong Huafu Plastics Co., Ltd.(Note1)
Nan Ya Electric (Nantong) Co.,(Note1)
Nanya Kyowa Plastics (Nantong) Co.,
Ltd.
Nan Ya Electronic Materials (Kunshan)
Co., Ltd.(Note1)
Nan Ya Draw Textured Yarn (Kunshan)
Co., Ltd.(Note1)
Nan Ya Plastics (Zhengzhou) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.(Note1)
PFG Fiber Glass (Kunshan) Co.,
Ltd.(Note1)
production of polyester products
production of plastic products
production of polyester products
production of electronic materials
trading
production of plastic products, steam and
electricity
trading
trading
production of switch gear and control panel
interior decorating business
production of electronic materials, polyester
products, steam and electricity
production of polyester products
production of plastic products
production of plastic products and plasticizer
production of glass fiber
1,998,681
775,457
2,527,462
5,489,509
32,267
4,540,736
93,004
79,111
339,275
200,988
15,159,216
7,035,085
261,737
2,188,834
4,668,263
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
1,998,681
738,752
2,418,397
1,180,918
32,267
3,008,918
99,636
71,503
339,275
100,494
15,159,216
7,035,085
130,869
1,989,308
4,487,409
-
-
-
4,308,591
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,998,681
738,752
2,418,397
5,489,509
32,267
3,008,918
99,636
71,503
339,275
100,494
15,159,216
7,035,085
130,869
1,989,308
4,487,409
(17,017)
93,803
104,835
322,453
867
362,886
6,880
2,596
42,247
95,175
3,272,429
(209,593)
(4,008)
440,322
90,954
100.00%
85.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
50.00%
100.00%
100.00%
(17,017)
79,733
104,835
322,453
867
362,886
6,880
2,596
42,247
47,588
3,272,429
(209,593)
(2,004)
440,322
90,954
2,320,387
1,012,561
3,227,086
6,351,352
57,756
9,791,555
330,760
92,991
1,104,469
199,844
56,406,047
203,014
58,603
1,886,579
7,708,418
611,825
72,820
-
-
-
103,612
-
-
-
-
-
-
-
-
149,416

320

Name of the PRC Investee Company Primary Business Scope Amount of
Paid-in
Capital
Method of Investment Investment
Transferred from
Taiwan as of
January 1, 2019
For The Year Ended
December 31, 2019
For The Year Ended
December 31, 2019
Investment
Transferred from
Taiwan as of
December 31, 2019
Current
Income of
Investees
Direct and Indirect
Shareholding
Percentage by the
Company
Investment
Gain (Loss)
Carrying Value of
Investment as of
December 31, 2019
Accumulated Inward
Remittance of
Earnings as of
December 31, 2019
Outflow Inflow
Hua Ya (Dong Ying) Plastics Corp.
Hua Ya (Wu Hu) Plastics Corp.
Formosa Synthetic Rubber (Ningbo)
Limited Corporation
production of plastic products
production of plastic products
synthetic rubber
254,190
624,948
12,777,590
Indirect investment
Indirect investment
Indirect investment
34,591
34,591
4,162,010
-
-
-
-
-
-
34,591
34,591
4,162,010
-
-
(564,873)
15.00%
15.00%
32.53%
-
-
(183,754)
199,951
180,342
2,249,187
23,020
12,687
-

Note: All companies disclosed within the investment income of the current year column are recognized according to the audited financial statements of the Company, except for Formosa Synthetic Rubber (Ningbo) Co., Ltd., which are recognized according to the financial statements audited by an international accounting firm.

Note 1: The transaction has been written-off during the consolidation process.

(b) Quota for investments in Mainland China :

Accumulative Remittance from Taiwan
to Mainland China as of September 30,
2019 (Note 1)
Amount of Investment Approved by
Investment Commission, Ministry of
Economic Affairs (Note 2)
Limit on the Amount of Investment in
Mainland China (Note 3)
47,590,969 53,616,900 -

Note 1:Reporting currency of Chinese subsidiaries is CNY, and the monetary amount is first translated to HKD using the exchange rate as of December 31, 2019 (in average) is 1:1.1181(1.1311), and translated to TWD using the exchange rate as of December 31, 2019 (in average) is 1:3.8597(3.9646). Note 2:It includes the amount of $3,010,315 from capital increase out of earnings and capital increase out of capital surplus.

Note 3:The Industrial Development Bureau of the MOEA issued a letter to the Company stating that it qualifies under Section 12 of the Statute for Upgrading Industries.

Note 4 : The accumulative remittance from Taiwan to Mainland China, end of the period includes the amount of Nan Ya Plastics (Anshan) Co., Ltd.

(c) Information on significant transactions

For more information concerning the direct or indirect significant transactions between the Company and its Chinese investees for the year ended December 31, 2019, please refer to the attatchemant of note 13 for "Information on material transaction items".

321

Stock Code:1303

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2019 and 2018

Address: 101, Shuiguan Road, Renwu Dist., Kaohsiung City 814, Taiwan Telephone: (07)371-1411

The independent auditors’ 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’ report and financial statements, the Chinese version shall prevail.

322

Table of contents

Contents Page
1. Cover Page 322
2. Table of Contents 323
3. Independent Auditors’ Report 324
4. Balance Sheets 328
5. Statements of Comprehensive Income 329
6. Statements of Changes in Equity 330
7. Statements of Cash Flows 331
8. Notes to the Financial Statements
(1) Company history 332
(2) Approval date and procedures of the financial statements 332
(3) New standards, amendments and interpretations adopted 332~335
(4) Summary of significant accounting policies 335~353
(5) Significant accounting assumptions and judgments, and major 353~354
sources of estimation uncertainty
(6) Explanation of significant accounts 354~387
(7) Related-party transactions 387~395
(8) Pledged assets 395
(9) Significant commitments and contingencies 395~396
(10) Losses Due to Major Disasters 396
(11) Subsequent Events 396
(12) Other 396~397
(13) Other disclosures
(a) Information on material transaction items 397、398~409
(b) Information on investees 397、410~412
(c) Information on investment in mainland China 397、413~414
(14) Segment information 397

323

Independent Auditors’ Report

To the Board of Directors of NAN YA PLASTICS CORPORATION:

Opinion

We have audited the financial statements of NAN YA PLASTICS CORPORATION (“the Company”), which comprises the statement of financial position as of December 31, 2019 and 2018, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company's financial statements are stated as follows:

1. Revenue recognition

Please refer to note 4(o) "Revenue recognition" for the accounting policy related to revenue recognition, and note 6(s) "Revenue" for information related to revenue recognition for the individual financial statement.

324

How the matter was addressed in our audit

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

Our principal audit procedures included the following:

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

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

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

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

  • Valuation of inventories

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

How the matter was addressed in our audit

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

Our principal audit procedures included the following:

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

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

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

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

325

Other Matter

We did not audit the financial statements of certain investee companies, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for aforementioned investee companies, is based solely on the report of other auditors. The investment in aforementioned investee companies accounted for using the equity method constituting 22.75 percent and 22.45 percent of total assets at December 31, 2019 and 2018, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method constituting 40.53 percent and 31.93 percent of total profit before tax for the years ended December 31, 2019 and 2018, respectively.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

326

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

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

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

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

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

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

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

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

KPMG

Taipei, Taiwan (Republic of China) March 18, 2020

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.

327

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (notes 6(a) and (v))
1110
Current financial assets at fair value through profit or loss (notes 6(b)
and (v))
1120
Current financial assets at fair value through other comprehensive income
(notes 6(c) and (v))
1150
Notes receivable, net (notes 6(d) and (v))
1170
Accounts receivable, net (notes 6(d) and (v))
1180
Accounts receivable due from related parties (notes 6(d), (v) and 7)
1200
Other receivables (note 6(e))
1210
Other receivables due from related parties (notes 6(e), (v) and 7)
130X
Inventories (note 6(f))
1470
Other current assets
Total current assets
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (notes 6(c) and (v))
1550
Investments accounted for using equity method (notes 6(g))
1600
Property, plant and equipment (note 6(h))
1755
Right-of-use assets (note 6(i))
1812
Technology development expense
1840
Deferred tax assets (note 6(p))
1915
Prepayments for purchase of equipment
1937
Overdue receivables (note 6(d))
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2019
Amount
%
$ 2,398,959
1
4,044,356
1
41,715,821
8
2,035,966
1
10,297,642
2
5,726,710
1
928,677
-
5,640,819
1
21,787,220
4
2,011,482
-
96,587,652
19
10,843,196
2
334,228,505
64
62,826,030
12
127,874
-
30,257
-
3,979,584
1
1,669,032
-
-
-
7,873,636
2
421,578,114
81
$
518,165,766
100
December 31, 2018
Amount
%
5,508,330
1
4,017,249
1
44,528,667
8
2,417,539
1
12,333,877
2
6,409,203
1
1,346,114
-
12,683,027
3
25,605,150
5
1,736,359
-
116,585,515
22
11,132,158
2
339,241,706
63
59,292,743
11
-
-
34,972
-
4,060,736
1
1,401,284
-
-
-
6,758,479
1
421,922,078
78
538,507,593
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(k), (v) and (y))
2111
Short-term notes and bills payable (notes 6(j), (v) and (y))
2170
Notes and accounts payable (note 6(v))
2180
Accounts payable to related parties (notes 6(v) and 7)
2200
Other payables
2220
Other payables to related parties (notes 6(v), (y) and 7)
2280
Current lease liabilities (notes 6(n), (v), (y), and 7)
2321
Current portion of bonds payable (notes 6(m), (v) and (y))
2322
Current portion of long-term borrowings (notes 6(l), (v) and (y))
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2530
Bonds payable (notes 6(m), (v) and (y))
2540
Long-term borrowings (notes 6(m), (v) and (y))
2570
Deferred tax liabilities (notes 6(p))
2580
Non-current lease liabilities (note 6(n), (v), (y), and 7)
2611
Long-term notes payable (note 6(l), (v) and (y))
2640
Net defined benefit liability-non-current (note 6(n))
2645
Guarantee deposits
2670
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity(notes 6(q)):
3110
Common Stock
3200
Capital surplus
3300
Retained earnings
3400
Others
Total equity
Total liabilities and equity
December 31, 2019 December 31, 2018
Amount
%
Amount
%
$ 22,443,300
4
15,392,795
3
5,045,472
1
5,957,209
1
11,350,723
2
4,000,000
1
59,288
-
4,647,875
1
3,333,333
1
659,525
-
72,889,520
14
59,330,786
12
4,966,667
1
11,480,294
2
69,457
-
5,096,417
1
19,424,132
4
288,238
-
48,371
-
100,704,362
20
173,593,882
34
79,308,216
15
26,617,834
5
204,105,146
39
34,540,688
7
344,571,884
66
$
518,165,766
100
20,880,900
4
8,897,747
2
4,993,365
1
7,130,082
1
12,493,985
2
-
-
-
-
5,946,931
1
6,133,333
1
546,592
-
67,022,935
12
52,584,524
10
5,200,000
1
10,984,786
2
-
-
7,096,550
1
19,596,620
4
305,584
-
44,397
-
95,812,461
18
162,835,396
30
79,308,216
15
26,672,119
5
220,788,020
41
48,903,842
9
375,672,197
70
538,507,593
100

328

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, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

4000
Operating revenue, net (notes 6(s) and 7)
5000
Operating costs (notes 6(f), (o), (t), 7 and 12)
5910
Less: Unrealized (realized) profit from affiliated companies (note 7)
Gross profit from operations
Operating expenses (notes 6(e), (o), (t), 7 and 12):
6100
Selling expenses
6200
Administrative expenses
Total operating expenses
Operating income
Non-operating income and expenses (notes 6(g), (n), (u) and 7):
7010
Other income
7020
Gains (losses) on reclassification of financial assets
7050
Finance costs
7070
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net
Total non-operating income and expenses
Profit before income tax
7950
Less: Income tax expenses(benefits)(notes 6(p))
Profit (loss)
8300
Other comprehensive income (notes 6(g) and (q)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured at fair value through other
comprehensive income
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified to
profit or loss
8349
Less : income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
Total items that may not be reclassified subsequently to profit and loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will be reclassified to
profit or loss
8399
Less : income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Total items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income
8500
Total comprehensive income
Basic earnings per share (note 6(r) ) :
2019
Amount
%
$154,799,788
100
140,895,897
91
(30,032)
-
13,933,923
9
5,658,176
4
5,393,655
3
11,051,831
7
2,882,092
2
4,814,269
3
(84,658)
-
(1,369,753)
(1)
18,321,507
12
21,681,365
14
24,563,457
16
1,487,334
1
23,076,123
15
34,401
-
(3,101,808)
(2)
(5,543,433)
(3)
6,880
-
(8,617,720)
(5)
(5,866,135)
(4)
15,812
-
-
-
(5,850,323)
(4)
(14,468,043)
(9)
$
8,608,080
6
Before
Tax
After
Tax
$
3.10
2.91
2018
Amount
%
188,909,965
100
161,183,893
85
(17,988)
-
27,744,060
15
5,959,140
3
6,333,369
4
12,292,509
7
15,451,551
8
5,120,668
3
988,720
1
(1,274,829)
(1)
37,534,582
20
42,369,141
23
57,820,692
31
5,074,671
3
52,746,021
28
(582,901)
-
(1,513,062)
(1)
(5,280,046)
(3)
(262,925)
-
(7,113,084)
(4)
455,917
-
(22,910)
-
135,016
-
297,991
-
(6,815,093)
(4)
45,930,928
24
Before
Tax
After
Tax
7.29
6.65

See accompanying notes to financial statements.

329

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2018
Effects of retrospective application
Balance at January 1, 2018 after adjustment
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary shares
Reversal of special reserve
Other changes in capital surplus:
Other changes in capital surplus
Profit
Other comprehensive income
Total comprehensive income
Disposal of investments in equity instruments designated at fair value through
other comprehensive income
Balance at December 31, 2018
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Other changes in capital surplus:
Other changes in capital surplus
Profit
Other comprehensive income
Total comprehensive income
Balance at December 31, 2019
Ordinary
shares
$ 79,308,216
-
79,308,216
-
-
-
-
-
-
-
-
-
79,308,216
-
-
-
-
-
-
-
-
$
79,308,216
Capital
surplus
R etained earnings etained earnings Items o f other equity in terest Gains (losses)
on hedging
instruments
Total equity
-
355,619,860
7,729
14,055,334
7,729
369,675,194
-
-
-
-
-
(40,447,190)
-
-
-
513,647
-
52,746,021
(22,910)
(6,815,093)
(22,910)
45,930,928
-
(382)
(15,181)
375,672,197
-
-
-
-
-
(39,654,108)
-
-
-
(54,285)
-
23,076,123
15,812
(14,468,043)
15,812
8,608,080
631
344,571,884
Legal
reserve
57,873,852
-
57,873,852
5,452,101
-
-
-
-
-
-
-
-
63,325,953
5,274,602
-
-
-
-
-
-
-
68,600,555
Special
reserve
86,932,416
-
86,932,416
-
6,819,825
-
(15,150)
-
-
-
-
-
93,737,091
-
6,106,008
-
(1,433)
-
-
-
-
99,841,666
Unappropriated
retained
earnings
63,674,176
507,292
64,181,468
(5,452,101)
(6,819,825)
(40,447,190)
15,150
-
52,746,021
(498,165)
52,247,856
(382)
63,724,976
(5,274,602)
(6,106,008)
(39,654,108)
1,433
-
23,076,123
(104,889)
22,971,234
35,662,925
Exchange
differences on
translation of
foreign
financial
statements
(6,026,197)
-
(6,026,197)
-
-
-
-
-
-
320,901
320,901
-
(5,705,296)
-
-
-
-
-
-
(5,866,135)
(5,866,135)
(11,571,431)
Unrealized
gains
(losses) from
financial assets
measured at
fair value
through other
comprehensive
income
-
61,239,238
61,239,238
-
-
-
-
-
-
(6,614,919)
(6,614,919)
-
54,624,319
-
-
-
-
-
-
(8,512,831)
(8,512,831)
46,111,488
Unrealized
gains (losses)
on available-
for-sale
financial
assets
47,691,196
(47,691,196)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Gains (losses)
on effective
portion of
cash flow
hedges
7,729
(7,729)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26,158,472
-
26,158,472
-
-
-
-
513,647
-
-
-
-
26,672,119
-
-
-
-
(54,285)
-
-
-
26,617,834

See accompanying notes to financial statements.

330

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net profit on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
(Gain) loss on disposal of property, plant and equipment
Realized profit from affiliated companies
Unrealized foreign exchange loss
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable (including related parties)
Decrease in other receivable
Decrease (increase) in inventories
Increase in other current assets
Total changes in operating assets
Decrease in notes and accounts payable (including related parties)
Increase (decrease) in other payable
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets designated at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease (increase) in other receivables due from related parties
Increase in other non-current assets
Net cash flows (used in) from investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Increase in short-term notes and bills payable
Proceeds from issuance of bonds
Repayments of bonds
Proceeds from long-term debt
Repayments of long-term debt
(Decrease) increase in long-term notes payable
Decrease in guarantee deposits
Increase in other payables to related parties
Payment of lease liabilities
Increase in other non-current liabilities
Cash dividends paid
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to financial statements.

331

(English Translation of Financial Statements and Report Originally Issued in Chinese) NAN YA PLASTICS CORPORATION

Notes to the Financial Statements

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Nan Ya Plastics Corporation was incorporated on August 22, 1958, and established its factories in Kaohsiung City. The Company engages in the manufacture and sale of plastic products, polyester fibers, petrochemical products, and electronic materials. The Company has gone through several capital increases and established many divisions. Currently, the Company has the following divisions: plastics, fiber, petrochemical, electronics, and engineering. The Company has 10 manufacturing plants across Taiwan, 1 branch office in Mai-Liao and 1 branch office in Sen-Kong.

(2) Approval date and procedures of the financial statements:

The accompanying financial statements were approved and authorized for issue by the Board of Directors on March 18, 2020.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.

are effective for annual periods beginning on or after January 1, 2019.
Effective date
New, Revised or Amended Standards and Interpretations per IASB
IFRS 16 “Leases” January 1, 2019
IFRIC 23 “Uncertainty over Income Tax Treatments” January 1, 2019
Amendments to IFRS 9 “Prepayment features with negative compensation” January 1, 2019
Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” January 1, 2019
Amendments to IAS 28 “Long-term interests in associates and joint ventures” January 1, 2019
Annual Improvements to IFRS Standards 2015–2017 Cycle January 1, 2019

Except for the following items, the Company believes that the adoption of the above IFRSs would not have any material impact on its financial statements. The extent and impact of signification changes are as follows:

(i) IFRS 16“Leases”

IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

(Continued)

332

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The Company applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below,

1) Definition of a lease

Previously, the Company determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 4(l).

On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Company applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.

2) As a lessee

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases – i.e. these leases are on-balance sheet.

The Company decided to apply recognition exemptions to short-term leases of buildings that have a lease term of 12 months or less.

  • Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company’ s incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:

  • - their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee’ s incremental borrowing rate at the date of initial application – the Company applied this approach to its largest property leases; or

  • - an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments – the Company applied this approach to all other lease.

In addition, the Company used the following practical expedients when applying IFRS 16 to leases.

  • - Applied a single discount rate to a portfolio of leases with similar characteristics.

(Continued)

333

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • - Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.

  • - Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.

  • - Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.

  • - Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

  • 3) Impacts on financial statements

On transition to IFRS 16, the Company additional the amount of the right-of-use assets and lease liabilities recognized were both $114,265, the difference was recognized in retained earnings. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied was 1.41%.

Operating lease commitment on December 31, 2018 as disclosed in
the Company’s financial statements
Discounted using the incremental borrowing rate on January 1, 2019
Lease liabilities recognized on January 1, 2019
January 1, 2019
$ 116,104
114,265
$
114,265
  • (b) The impact of IFRS issued by FSC but not yet effective

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:

1080323028 issued by the FSC on July 29, 2019:
Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 3 “Definition of a Business” January 1, 2020
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform” January 1, 2020
Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020

The Company assesses that the adoption of the abovementioned standards would not have any material impact on its financial statements.

(Continued)

334

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Effective date New, Revised or Amended Standards and Interpretations per IASB Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between Effective date to an Investor and Its Associate or Joint Venture” be determined by IASB IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2022

Those which may be relevant to the Company are set out below:

Issuance / Release
Dates
September 11, 2014
Standards or
Interpretations
Content of amendment
Amendments to IFRS 10 and
IAS 28 “Sale or Contribution
of Assets Between an Investor
and Its Associate or Joint
Venture”
The amendments address an acknowledged
inconsistency between the requirements in
IFRS 10 and those in IAS 28 (2011) in
dealing with the sale or contribution of assets
between an investor and its associate or joint
venture.
The main consequence of the amendments is
that a full gain or loss is recognized when a
transaction involves a business (whether it is
housed in a subsidiary or not). A partial gain
or loss is recognized when a transaction
involves assets that do not constitute a
business, even if these assets are housed in a
subsidiary.

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

(4) Summary of significant accounting policies:

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

(a) Statement of compliance

These annual financial statements have been prepared in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the Guidelines).

(Continued)

335

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (b) Basis of preparation

Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • (i) Financial instruments at fair value through profit or loss are measured at fair value;

  • (ii) Financial assets at fair value through other comprehensive income are measured at fair value;

  • (iii) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(q).

Functional and presentation currency

The functional currency of the Company is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

  • (c) Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currenciesy using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • an investment in equity securities designated as at fair value through other comprehensive income;

  • a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • qualifying cash flow hedges to the extent that the hedges are effective.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations, are translated into the presentation currency at the average rate. Exchange differences are recognized in other comprehensive income.

(Continued)

336

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planed nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of a net investment in the foreign operation are recognized in other comprehensive income.

  • (d) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(Continued)

337

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(f) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(Continued)

338

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income derived from equity investments is recognized on the date that the Company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

4) Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

  • how the performance of the portfolio is evaluated and reported to the Company’s management;

  • the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

  • the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

(Continued)

339

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

  • 5) Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘ principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

  • contingent events that would change the amount or timing of cash flows;

  • terms that may adjust the contractual coupon rate, including variable rate features;

  • prepayment and extension features; and

  • terms that limit the Company’s claim to cash flows from specified assets (e.g. nonrecourse features)

  • 6) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), and contract assets.

The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • debt securities that are determined to have low credit risk at the reporting date; and

  • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

(Continued)

340

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’ s historical experience and informed credit assessment as well as forwardlooking information.

The Company assumes that the credit risk on a financial asset has increased significantly if there is a breach of contract.

The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full. The Company measures its loss allowances at an amount equal to lifetime expected credit loss.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost is credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • significant financial difficulty of the borrower or issuer;

  • a breach of contract such as a default or being more than one year past due;

  • the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • the disappearance of an active market for a security because of financial difficulties.

(Continued)

341

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 7)

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

(Continued)

342

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

3) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

4) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (h) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill which is arising from the acquisition less any accumulated impairment losses.

The financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.

(Continued)

343

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company’s proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to its investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under additional paid in capital. If the additional paid in capital resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company’s ownership interest is reduced due to the additional subscription of the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of its related assets or liabilities.

(i)

Subsidiaries

The Company accounts the investee companies that it possesses control using the equity. Net income, other comprehensive income, and shareholder’ s equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder’s equity that belongs to the Consolidated Company in the consolidated financial reports should be the same.

The Company accounts the changes in equity, under the condition that control is still present, as equity transactions between the proprietors.

(j) Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. The IFRS classifies joint arrangements into two types — joint operations and joint ventures, which have the following characteristics:

  • (i) the parties are bound by a contractual arrangement; and

  • (ii) the contractual arrangement gives two or more of those parties joint control of the arrangement. IFRS 11 “Joint Arrangements” defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (ie activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.

A joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The Company accounts for the assets, liabilities, revenues and expenses in relation to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. When assessing whether a joint arrangement is a joint operation or a joint venture, the Company considers the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances.

(Continued)

344

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

A joint venture is a joint arrangement whereby the Company has joint control of the arrangement (i.e. joint venturers) in which the Company has rights to the net assets of the arrangement , rather than rights to its assets and obligations for its liabilities. The Company recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “ Investments in Associates and Joint Ventures” , unless the Company qualifies for exemption from that Standard. Please refer to note 4(i) for the application of the equity method.

When assessing the classification of a joint arrangement, the Company considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for the current and comparative years are as follows:

  • 1) Buildings: 25 to 50 years.

  • 2) Machinery and transportation equipment: 7 to 15 years.

  • 3) Miscellaneous equipment: 7 to 15 years.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(Continued)

345

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (l) Lease

Lease (applicable from January 1, 2019)

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the Company has the right to direct the use of the asset if either:

  • the Company has the right to direct how and for what purpose the asset is used throughout the period of use, without the supplier having the right to change those operating instructions; or

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • - the Company has the right to operate the asset is used throughout the period of use, without the supplier having the right to change those operating instructions; or

    • - the Company designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

  • (ii) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

(Continued)

346

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • - amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • - there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is a change in scope, object or other conditions of a lease.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

(Continued)

347

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases of buildings that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(iii) As a leasor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘rental income’.

Lease (applicable before January 1, 2019)

(i) Lessor

Lease income from an operating lease is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and recognized as an expense over the lease term on the same basis as the lease income. Incentives granted to the lessee to enter into an operating lease are spread over the lease term on a straight-line basis in order that the lease income received is reduced accordingly.

Contingent rents are recognized as income in the period when the lease adjustments are confirmed.

(Continued)

348

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (ii) Lessee

Payments made under operating leases (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease.

Contingency rent is recognized as expense in the period in which it is incurred.

  • (m) Technical cooperation fee

  • (i) Technical cooperation fee

Technical cooperation fee is measured at cost less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for current and comparative periods are as follows:

1) Technical cooperation fee 5~15 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (n) Impairment – Non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

(Continued)

349

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

  • (o) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’ s main types of revenue are explained below.

1) Sale of goods

The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company any has objective evidence that all criteria for acceptance have been satisfied.

  • 2) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(p) Contract costs

  • (i) Incremental costs of obtaining a contract

The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.

The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

(Continued)

350

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(ii) Costs to fulfill a contract

If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfill a contract only if those costs meet all of the following criteria:

  • ●the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;

  • ●the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

  • ●the costs are expected to be recovered.

General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.

(q) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(Continued)

351

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(r) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities ; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

(Continued)

352

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax asset are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(s) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding.

(t)

Operating segments

The Company has already disclosed related information of its operating segments in the consolidated financial report of the Consolidated Company as of December 31, 2019, thus no additional information will be disclosed herein.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Evauation of inventory

Because inventories are measured at the lower of cost and net realizable value, the Company evaluates the amount of normal waste, obsolete, and inventories without market price as of the reporting date, and reduces the book value to net realizable value. Such evaluation method depends on the demand of merchandise for a particular period of time in the future; therefore, there might be significant change due to the rapid industry transformation. Please refer to note 6(f) for further description of the evaluation of inventories.

(Continued)

353

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (b) The Company's accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company establishes a measurement and review mechanism for measuring fair value.

The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to note 6(v), financial instruments, for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and Cash Equivalents
Cash on hand

Cash in banks
Time deposits
Cash and cash equivalents
December 31,
2019
December 31,
2018
$ 245
96
2,398,714
3,664,254
-
1,843,980
$
2,398,959
5,508,330

Please refer to note 6(v) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.

  • (b) Financial assets at fair value through profit or loss
Financial assets designated as at fair value through profit or
loss:
Funds
$
December 31,
2019
December 31,
2018

4,044,356
4,017,249

Remeasurement at fair value recognized in profit or loss is disclosed in note 6(u).

(Continued)

354

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (c) Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income - current

December 31, December 31, December 31,
2019 2018
Equity instruments at fair value through other comprehensive
income :
Stocks $ 41,715,821 44,528,667
Financial assets at fair value through other comprehensive income- non-current
December 31, December 31,
2019 2018
Equity instruments at fair value through other comprehensive
income:
Stocks $ 10,843,196 11,132,158
  • (i) Equity investments at fair value through other comprehensive income

The Company designated the investments shown above as equity instruments at fair value through other comprehensive income because these equity instruments represent those investments that the Company intends to hold for long-term for strategic purposes.

There were no disposals of strategic investments and transfers of any cumulative gain or loss within equity relating to these investments as of December 31, 2019 and 2018.

  • (ii) For credit risk and market risk; please refer to note 6(v).

  • (iii) As of December 31, 2019, the financial assets at fair value through other comprehensive income of the Company had been pledged as collateral for its long-term borrowings. Please refer to note 8.

  • (d) Notes receivable, accounts receivable and other receivables

Notes receivable
Accounts receivable
Overdue receivables
Allowance for doubtful receivables
December 31,
2019
December 31,
2018
$ 2,051,902
2,432,508
16,096,019
18,813,719
4,555
6,550
(92,158)
(92,158)
$
18,060,318
21,160,619

(Continued)

355

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables on December 31, 2019 and 2018. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision as of December 31, 2019 amounted to $92,158, expected loss rate less than 1%.

The Company applies the expected credit losses to analysis of notes and accounts receivable as of December 31, 2019, as follows:

Past due 1 to 90 days
Past due 90 to 180 days
Past due 180 to 360 days
Past due over 360 days
December 31,
2019
December 31,
2018
$ 35,370
69,756
12,070
16,198
2,965
4,890
7,621
8,572
$
58,026
99,416

The movement in the allowance for notes and accounts receivable were as follows:

Balance at January 1, 2019 and 2018
Impairment loss recognized
Balance at December 31, 2019 and 2018
For the years ended
December 31
2019
2018
$ 92,158
86,533
-
5,625
$
92,158
92,158

As of December 31, 2019 and 2018, notes and trade receivable which were overdue or under legal proceedings amounted to $4,555 and $6,550, respectively. Such receivables were reclassified to overdue receivables under other assets and provided with a full impairment loss provision.

The Company signed without-recourse factoring and financing contracts with financial institutions. According to these contracts, the net accounts receivable that have matured but are still uncollected will be paid by the financial institutions, except for those affected by trade disputes. As of December 31, 2019 and 2018, the outstanding accounts receivable factoring transactions between the Company and the financial institutions were as follows:

Gold Circuit Electronics, Ltd.
Gold Circuit Electronics, Ltd.
December 31, 2019 December 31, 2019
Purchaser Factoring
Balance
Advanced
Amount
Factoring
Line
$
69,693
-
100,000
December 31, 2018
E. Sun Bank
Purchaser Advanced
Amount
Factoring
Line
-
100,000
E. Sun Bank

(Continued)

356

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(e) Other receivables

Other accounts receivable—other

Other accounts receivable—loans to associates
Less: Loss allowance
Total
December 31,
2019
December 31,
2018
$ 928,677
1,346,114
5,640,819
12,683,027
-
-
$
6,569,496
14,029,141

Other receivables are financial assets with low credit risk, thus the Company measured the loss allowance based on 12-month expected credit losses.

(f) Inventories

As of December 31, 2019 and 2018, the components of inventories were as follows:

Finished goods
Work in process
Machinery and accessories in process
Raw materials
Supplies
Consigned-out raw materials
Consigned-out finished goods
Goods in transit
Inventories, net
December 31,
2019
December 31,
2018
$ 6,183,288
8,276,355
5,005,165
6,582,025
4,788,355
3,955,613
5,141,749
6,270,672
807
669
174,917
206,046
13,943
1,013
478,996
312,757
$
21,787,220
25,605,150

The details of the cost of sales were as follows:

Inventory that has been sold
$ Write-down of inventories (Reversal of write-downs)
Unallocated production overheads
$
2019
2018

137,443,958
158,335,071
(227,666)
300,047
3,679,605
2,548,775

140,895,897
161,183,893

As of December 31, 2019 and 2018, the Company did not provide any inventories as collateral for its loans.

(Continued)

357

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(g) Investments accounted for using equity method

The components of the investments accounted for using equity method were as follows:

Subsidiaries
Associates
December 31,
2019
December 31,
2018
$ 173,906,675
173,901,499
160,321,830
165,340,207
$
334,228,505
339,241,706

(i) Subsidiaries

For the years ended December 31, 2019 and 2018, the Company’s share of net income in its subsidiaries was as follows:

The Company’s share of net income in its subsidiaries
For the year ended December 31
2019
2018
$
6,356,723
11,326,244

In April and August, 2019, the Company participated in the capital increase by cash of its subsidiary, Nan Ya Plastics (Hong Kong) Co., Ltd., with the total investments amounting to USD77,000 thousand (equivalent to $2,378,838) and USD63,000 thousand (equivalent to $1,929,753), respectively.

In April, 2018, the Company participated in the capital increase by cash of its subsidiary, Nan Ya International (Cayman) Limited, with the total investments amounting to USD57,161 thousand (equivalent to $1,676,070).

Please refer to the consolidated financial statements for the year ended December 31, 2019 for further related information.

  • (ii) Associates

For the years ended December 31, 2019 and 2018, the Company’s share of net income (loss) of associates were as follows:

The Company’s share of net income of associates
For the years ended December 31
2019
2018
$
11,964,784
26,208,338

(Continued)

358

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 1) Aforementioned information of associates was derived from financial statements audited by auditors.

  • 2) The unrealized translation gain or loss arising from the investment in foreign entities, which was determined on exchange rates as of December 31, 2019 and 2018, were recognized in comprehensive income.

  • 3) The unrealized sales profits from downstream transactions with investees under the equity method are treated as deductions from gross income. The realized sales profits from downstream sales are added to gross income. Details of these transactions are disclosed in note 7.

  • 4) In March, August and December, 2019, the Company participated in the capital increase by cash of FG Inc., Formosa Resources Corporation and Formosa Synthetic Rubber Corporation, with the total investment amounting to USD7,500 thousand (equivalent to $231,570), $1,570,000 and $46,000, respectively.

  • 5) In October, 2018, the Company participated in the capital increase by cash of Formosa Synthetic Rubber (Hong Kong) Corporation Limited, with the total investment amounting to USD65,000 thousand (equivalent to $2,010,450).

  • 6) The Company’ s financial information for investments accounted for using the equity method that are individually insignificant were as follows:

The carrying value of associates that were not
individually material
Attributable to the Company:
Net Income
Other comprehensive income
Total comprehensive income
December 31,
2019
December 31,
2018
$
160,321,830
165,340,207
For the years ended December 31
2019
2018
$ 11,964,784
26,208,338
(1,741,168)
(2,994,412)
$
10,223,616
23,213,926

(iii) Collateral

Please refer to note 8 for investments accounted for using equity method which were pledged to banks or courts as collateral to secure the Company’ s bank loans and lawsuits as of December 31, 2019 and 2018.

(Continued)

359

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(h) Property, Plant and Equipment

The cost, depreciation, and impairment of property, plant and equipment of the Company for the years ended December 31, 2019 and 2018 were as follows:

Cost or deemed cost:
Balance on January 1, 2019
Additions
Disposals
Reclassification
Balance on December 31, 2019
Balance on January 1, 2018
Additions
Disposals
Reclassification
Balance on December 31, 2018
Depreciation and impairment loss:
Balance on January 1, 2019
Depreciation for the period
Disposals
Reclassification
Balance on December 31, 2019
Balance on January 1, 2018
Depreciation for the period
Disposals
Reclassification
Balance on December 31, 2018
Carrying amounts:
Balance on December 31, 2019
Balance on December 31, 2018
Land
$ 13,337,724
-
-
-
$
13,337,724
$ 9,723,999
3,613,725
-
-
$
13,337,724
$ -
-
-
-
$
-
$ -
-
-
-
$
-
$
13,337,724
$
13,337,724
Building and
construction
30,485,242
-
-
110,011
30,595,253
29,482,761
1,151,296
(148,815)
-
30,485,242
18,730,805
788,819
-
-
19,519,624
18,027,652
822,246
(119,093)
-
18,730,805
11,075,629
11,754,437
Machinery
equipment
167,019,428
-
(728,957)
6,551,321
172,841,792
162,300,821
-
(1,756,375)
6,474,982
167,019,428
139,613,668
4,856,548
(725,759)
125
143,744,582
136,078,625
5,288,965
(1,753,887)
(35)
139,613,668
29,097,210
27,405,760
Transportation
equipment
1,021,680
-
(32,137)
32,891
1,022,434
1,026,845
-
(28,588)
23,423
1,021,680
941,893
20,782
(32,137)
-
930,538
951,476
19,005
(28,588)
-
941,893
91,896
79,787
Other
facilities
3,759,966
-
(178,250)
558,053
4,139,769
3,530,943
-
(97,865)
326,888
3,759,966
2,716,908
263,582
(178,043)
(134)
2,802,313
2,590,509
224,254
(97,865)
10
2,716,908
1,337,456
1,043,058
Construction
in progress
Total
5,671,977
221,296,017
4,842,444
4,842,444
-
(939,344)
(2,628,306)
4,623,970
7,886,115
229,823,087
6,293,836
212,359,205
2,540,978
7,305,999
-
(2,031,643)
(3,162,837)
3,662,456
5,671,977
221,296,017
-
162,003,274
-
5,929,731
-
(935,939)
-
(9)
-
166,997,057
-
157,648,262
-
6,354,470
-
(1,999,433)
-
(25)
-
162,003,274
7,886,115
62,826,030
5,671,977
59,292,743

(i) Please refer to note 8 for the property, plant and equipment pledged to secure bank loans as of December 31, 2019 and 2018.

  • (ii) For the years ended December 31, 2019 and 2018, the capitalized interest on borrowings for the purchase of the property, plant and equipment of the Company amounted to $63,061 and $59,705, respectively. The capitalized interest rate ranged from 1.303% to 1.410% and 1.405% to 1.507% for the years ended December 31, 2019 and 2018, respectively.

(Continued)

360

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(i) Right-of-use assets

The Company leases many assets including land and buildings. Information about leases for which the Company as a lessee is presented below:

Cost:
Balance at January 1, 2019
Effects of retrospective application
Acquisitions
Reclassification
Balance at December 31, 2019
Accumulated depreciation and impairment losses:
Balance at January 1, 2019
Depreciation for the period
Reversal od impairment
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2019
(j)
Short-term notes and bills payable
Short-term notes and bills payable
Discount on short-term notes and bills payable
Total
Interest rate
(k)
Short-term borrowings
Unsecured short-term borrowings
Interest rate
Land
Building and
construction
Total
$ -
-
-
5,356
108,909
114,265
2,270
71,043
73,313
(272)
-
(272)
$
7,354
179,952
187,306
$ -
-
-
1,655
58,049
59,704
(272)
-
(272)
$
1,383
58,049
59,432
$
5,971
121,903
127,874
December 31,
2019
December 31,
2018
$ 15,400,000
8,900,000
(7,205)
(2,253)
$
15,392,795
8,897,747
0.532%~0.695%
0.36%~0.75%
December 31,
2019
December 31,
2018
$
22,443,300
20,880,900
0.67%~0.98%
0.74%~1.10%

The amount of $1,562,821 and $12,452,539 was issued, and there were no material buyback or redemption on short term borrowings for the year ended December 31, 2019 and 2018. For information concerning interest expense, please refer to note 6(u).

(Continued)

361

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(l) Long-term debts

Long-term debts consisted of the following:

Secured long-term debts
Unsecured long-term debts
Long-term notes payable
Current portion
Total
Secured long-term debts
Unsecured long-term debts
Long-term notes payable
Current portion
Total
December 31, 2019
Interest rate
Expiration
Amount
0.9900%~1.6316%
2020~2021
$ 4,000,000
0.9456%~1.0920%
2020~2022
4,300,000
0.57%~0.842%
2020
5,096,417
(3,333,333)
$
10,063,084
December 31, 2018
Interest rate
Expiration
Amount
1.6316%
2018~2021
$ 3,333,333
0.98%~1.09%
2019~2020
8,000,000
0.44%~0.84%
2019~2020
7,096,550
(6,133,333)
$
12,296,550
Currency Interest rate
TWD
TWD
TWD
TWD
Currency Interest rate
TWD
TWD
TWD
TWD
1.6316%
0.98%~1.09%
0.44%~0.84%

Please refer to note 6(v) for information on the Company’s exposure to liquidity risk, and risk of changes in interest rates and liquidation risk.

  • (i) The Company issued the amounts of $4,300,000 and $3,200,000 on long term loans for the year ended December 31, 2019 and 2018, respectively. The amounts of $7,333,333and $3,933,333 were redeemed for the year ended December 31, 2019 and 2018, respectively. For information on interest expense, please refer to note 6(u).

  • (ii) Pledged assets for bank loans

For the collateral for long-term borrowings, please refer to note 8.

  • (iii) Secured debts

In order to raise funds to repay debts and for reinvestments, new factory construction plans, and foreign and domestic equipment acquisitions, the Company signed a syndicated long-term mortgage loan agreement with Bank of Taiwan, the lead bank of the syndicated loan, and other banks on November 14, 2013. The key terms and conditions of the loan agreement were as follows:

  • 1) Credit line: TWD6,000,000

  • 2) Interest rate: as settled with each participating bank.

(Continued)

362

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 3) Period: 7 years (including a 3-year grace period)

  • 4) Collateral: the acquired land financed by the loan.

  • 5) The financial covenants under this loan agreement include the requirement to maintain certain financial ratios based on the audited annual financial reports. Failure to comply with these financial covenants may cause the syndicated banks to terminate the credit line or declare the unpaid principal and interest under the loan agreement to be immediately due and payable. These financial ratios were as follows:

  • a) Current Ratio (total current assets divided by total current liabilities): not less than 100%

  • b) Leverage Ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 150%

As of December 31, 2019, TWD6,000,000 of the credit line had been drawn.

  • (m) Unsecured bonds payable
Domestic unsecured nonconvertible corporate bonds
Costs of issuing bonds
Current portion
Total
December 31,
2019
December 31,
2018
$ 64,050,000
58,600,000
(71,339)
(68,545)
(4,647,875)
(5,946,931)
$
59,330,786
52,584,524

The terms of domestic corporate bonds as of December 31, 2019 were as follows:

Issued amount
Balance, end of year
Current portion
Issuance date
Issuance period
Coupon rate
Interest payment date
Repayment method
The third domestic
unsecured
nonconvertible
corporate bond
in 2012
The first domestic
unsecured
nonconvertible
corporate bond
in 2013
The second domestic
unsecured
nonconvertible
corporate bond
in 2013
The first domestic
unsecured
nonconvertible
corporate bond
The second domestic
unsecured
nonconvertible
corporate bond
in 2014
in 2014
TWD10,000,000
TWD5,000,000
9,983,992
1,498,875
-
-
June 24, 2014
November 11, 2014
14 years and 15 years
5 years and 10 years
2.04%
1.45% and 1.93%
June 24
November 11
Payable in 2 equal
installments for each
coupon rate in 2028
and 2029,
respectively.
Payable in 2 equal
installments for each
coupon rate in
2018~2019 and
2023~2024,
respectively
TWD6,000,000
4,798,532
1,199,633
February 25, 2013
7 years and 10 years
1.36% and 1.50%
February 25
Payable in 2 equal
installments for each
coupon rate in
2018~2019 and
2021~2022,
respectively
TWD9,600,000
949,599
949,599
August 5, 2013
4 years, 5 years and 7
years
1.40%, 1.45% and
1.55%
August 5
Payable in 2 equal
installments for each
coupon rate in
2016~2017,
2017~2018 and
2019~2020,
respectively
TWD10,400,000
10,388,631
-
December 18, 2013
10 years and 12 years
1.98% and 2.08%
December 18
Payable in 2 equal
installments for each
coupon rate in
2022~2023 and
2024~2025,
respectively

(Continued)

363

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Issued amount
Balance, end of year
Current portion
Issuance date
Issuance period
Coupon rate
Interest payment date
Repayment method
The first domestic
unsecured
nonconvertible
corporate bond
in 2016
The first domestic
unsecured
nonconvertible
corporate bond
in 2017
The first domestic
unsecured
nonconvertible
corporate bond
in 2018
The first domestic
unsecured
nonconvertible
corporate bond
The second domestic
unsecured
nonconvertible
corporate bond
in 2019
in 2019
TWD6,300,000
TWD5,100,000
6,290,742
5,092,009
-
-
June 17, 2019
October 15, 2019
5 years, 7 years and
10 years
5 years, 7 years and 10
years
0.74% , 0.82% and
0.91%
0.71%%, 0.75% and
0.84%
June 17
October 15
Payable in 2 equal
installments for each
coupon rate in
2023~2024,
2025~2026, and
2028~2029
respectively
Payable in 2 equal
installments for each
coupon rate in
2023~2024,
2025~2026, and
2028~2029
respectively
TWD5,000,000
4,997,286
2,498,643
August 16, 2016
5 years
0.68%
August 16
Payable in 2 equal
installments for each
coupon rate in 2020
and 2021, respectively
TWD9,500,000
9,491,847
-
July 10, 2017
5 years and 7 years
1.03% and 1.25%
July 10
Payable in 2 equal
installments for each
coupon rate in
2021~2022 and
2023~2024,
respectively
TWD10,500,000
10,487,148
-
September 6, 2018
5 years, 7 years and
10 years
0.83%%, 0.91% and
1.07%
September 6
Payable in 2 equal
installments for each
coupon rate in
2022~2023,
2024~2025, and
2027~2028
respectively

(n) Lease liabilities

The carrying values of lease liabilities were as follows:

The carrying values of lease liabilities were as follows:
Current
Non-current
For information on the maturity analysis, please refer to note 6(v).
December 31,
2019
$
59,288
$
69,457

The amounts recognized in profit or loss were as follows:

For the years
ended
December 31,
2019
Interest on lease liabilities $ 2,248
Expenses relating to short-term lease $ 12,790

The amounts recognized in the statement of cash flows for the Company was as follows:

Total cash outflow for leases For the years
ended
December 31,
2019
$
73,871

(Continued)

364

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(i) Real estate leases

As of December 31, 2019, the Company leases land and buildings for its office space and plant. The leases of land typically run for a period of 1 to 17 years, of office space for 2 to 20 years, and of plant for 2 year. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

Some leases require the Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

The Company expects the relative proportions of fixed and variable lease payments to remain broadly consistent in future years.

(ii) Other leases

The Company leases buildings with contract terms of one year. These leases are short-term items. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.

(o) Employee Benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31,
2019
December 31,
2018
$ 27,140,150
27,760,041
(7,716,018)
(8,163,421)
$
19,424,132
19,596,620

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for its employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’ s Bank of Taiwan labor pension reserve account balance amounted to $7,764,729 as of December 31, 2019. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(Continued)

365

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 2) Movements in the present value of the defined benefit obligation

The movements in the present value of the defined benefit obligation were as follows:

Balance, beginning of year
Current service cost and interest expense
Remeasurements of the net defined benefit liabilities:
Experience adjustments
Benefits paid from plan assets
Increase from transfer of related party employees
Balance, end of year
For the years ended December 31
2019
2018
$ 27,760,041
27,829,507
658,029
669,298
297,227
733,228
(1,583,581)
(1,484,214)
8,434
12,222
$
27,140,150
27,760,041

3) Movements in the fair value of the plan assets

The movements in the fair value of the plan assets were as follows:

Balance, beginning of year
Interest income
Remeasurements of the net defined benefit liabilities:
Return on plan assets (except for interest income)
Contributions from employer
Benefits paid
Balance, end of year
For the years ended December 31
2019
2018
$ 8,163,421
8,601,387
97,717
102,419
331,628
150,327
293,315
301,126
(1,170,063)
(991,838)
$
7,716,018
8,163,421
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss were as follows:

Current service cost
Net interest expense of net defined benefit liabilities
For the years ended December 31
2019
2018
$ 317,276
328,413
243,036
238,466
$
560,312
566,879

(Continued)

366

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Operating costs
Selling expenses
Administrative expenses
For the years ended December 31
2019
2018
$ 432,688
436,303
20,830
21,788
106,794
108,788
$
560,312
566,879
  • 5) Remeasurement of net defined benefit liability recognized in other comprehensive income

The Company's remeasurement of the net defined benefit liability recognized in other comprehensive income were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
For the years ended December 31
2019
2018
$ (5,461,051)
(4,878,150
34,401
(582,901
$
(5,426,650)
(5,461,051
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

For the years ended December 31
December 31, December 31,
2019 2018
Discount rate 1.00 % %
1.25
Future salary increase rate 2.85 % %
2.85

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $293,231.

The weighted-average lifetime of the defined benefits plans is 8.8 years.

  • 7) Sensitivity analysis

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation as of December 31, 2019 and 2018 shall be as follows:

December 31, 2019
Discount rate( 0.25% variation)
Future salary increasing rate( 1.00% variation)
Influences of defined benefit
obligations
Increase
Decrease
$ (418,103)
433,712
1,859,641
(1,643,891

(Continued)

367

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

December 31, 2018
Discount rate( 0.25% variation)
Future salary increasing rate( 1.00% variation)
Influences of defined benefit
obligations
Increase
Decrease
$ (477,456)
496,477
2,133,518
(1,866,790)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2019 and 2018.

(ii) Defined contribution plan

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labour Insurance amounted to $301,776 and $288,938 for the years ended December 31, 2019 and 2018, respectively.

(p) Income taxes

(i) Income tax expense

The components of income tax expense for 2019 and 2018 were as follows:

Current income tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Adjustment for prior periods
Total income tax expense
For the years ended December 31
2019
2018
$ 976,213
2,563,282
(58,659)
(42,455)
569,780
2,518,785
-
35,059
$
1,487,334
5,074,671

(Continued)

368

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The amount of income tax recognized in other comprehensive income for 2019 and 2018 were as follows:

Items that will not be reclassified subsequently to profit or loss:
Remeasurement from defined benefit plans
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign financial
statements
For the years ended December 31
2019
2018
$
(6,880)
262,925
$
-
(135,016)

Reconciliation of income tax and profit before tax for 2019 and 2018 were as follows:

For the years ended December 31
2019 2018
Profit excluding income tax $ 24,563,457 57,820,692
Income tax using the Company's domestic tax rate $ 4,912,691 11,564,138
Effect of tax rates in foreign jurisdiction 162,493 466,284
Tax effect on tax-exempt dividend income (642,419) (713,998)
Adjustment in tax rate - (572,798)
Unrecognized deferred tax asset due to current deductable loss - 36,659
Tax-exempt income (5,421) (43,177)
Income tax expense arising from investment income in associates
and joint ventures 25,374 112,310
Tax effect on investment income recognized under equity method (3,340,943) (6,489,688)
Differences between estimated and actual income tax and income
tax adjustments on prior years (58,659) (7,396)
Undistributed earnings additional tax 391,303 697,337
Other income tax adjustments 42,915 25,000
Income tax expense $ 1,487,334 5,074,671

(ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

The amount of unrecognized deferred tax assets as of December 31, 2019 and 2018 were as follows:

Deductible temporary difference December 31,
2019
December 31,
2018
$
-
36,659

(Continued)

369

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

2) Recognized deferred tax assets and liabilities

Movement in the amount of deferred tax assets and liabilities for 2019 and 2018 were as follows:

Deferred tax liabilities:

Balance on January 1, 2019
Recognized in profit or loss
Balance on December 31, 2019
Balance on January 1, 2018
Recognized in profit or loss
Balance on December 31, 2018
Foreign
investment
income
recognized
under equity
method
$ 10,984,786
495,508
$
11,480,294
$ 9,292,780
1,692,006
$
10,984,786

Deferred tax assets:

Balance on January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income
Balance on December 31, 2019
Balance on January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive
income
Balance on December 31, 2018
Investment tax
credits
$ -
-
-
$
-
$ 17,818
(17,818)
-
$
-
Defined
benefit plans
3,919,324
(27,617)
(6,880)
3,884,827
3,268,780
387,619
262,925
3,919,324
Idle capacity
78,039
223
-
78,262
33,319
44,720
-
78,039
Loss
carryforward
-
-
-
-
1,354,361
(1,354,361)
-
-
Others
Total
63,373
4,060,736
(46,878)
(74,272)
-
(6,880)
16,495
3,979,584
120,387
4,794,665
78,002
(861,838)
(135,016)
127,909
63,373
4,060,736

3) Assessment of tax

The Company’ s tax returns for the year through 2017 were assessed by the ROC authorities.

(Continued)

370

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(q) Capital and other equity

As of December 31, 2019 and 2018, the Company’s government registered total authorized capital and issued capital stock both amounted to $79,308,216, divided into 7,930,822 thousand shares of stock with $10 par value per share.

(i) Capital surplus

The components of capital surplus as of December 31, 2019 and 2018 were as follows:

Paid-in capital from conversion of corporate bond to
common stock in excess of par value
Gains on acquisition of Taiwan Plasticizer Corporation
Other
Total
December 31,
2019
December 31,
2018
$ 8,997,136
8,997,136
74,474
74,474
17,546,224
17,600,509
$
26,617,834
26,672,119

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(ii) Retained earnings

1) Legal reserve

If the Company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

As the Company opted to avail of the exemptions allowed under IFRS 1“ First-time Adoption of International Financial Reporting Standards” during the Company’s firsttime adoption of the IFRSs as endorsed by the FSC, unrealized revaluation increments and cumulative translation adjustments (gains) of $6,277,052, which were previously recognized in shareholders’ equity were reclassified to retained earnings. In accordance with Regulatory Permit No.1010012865 as issued by the FSC on April 6, 2012, a special reserve is appropriated from retained earnings for aforementioned reclassification. In addition, during the use, disposal or reclassifications of relevant assets, these special reserves can be reverted to distributable earnings proportionately. As the amount appropriated exceeds the increase in retained earnings arising from the adoption of IFRSs, only $6,243,060 is appropriated in compliance to the IFRSs as endorsed by the FSC. The balance of special reserve amounted to $6,128,451 and $6,129,884 as of December 31, 2019 and 2018, respectively.

(Continued)

371

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Pursuant to the Regulatory Permit mentioned above, the Company is also required to set aside an additional special reserve, as part of the distribution of its annual earnings, equal to the difference between the amount of above-mentioned special reserve and net debit balance of the other components of stockholders’ equity.

3) Earnings distribution

According to the rules of the Company’s articles, the Company’s annual net earnings, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof. In addition, a special reserve in accordance with applicable laws and regulations shall also be set aside. The remainder plus the undistributed earnings of the previous years are distributed or left undistributed for business purposes according to the resolution of the stockholders’ dividend distribution plan, which are initially proposed by the Board of Directors and adopted by the shareholders in the Annual Stockholders’ Meeting.

The Company belongs to a mature industry, in which the annual profit is stable. It adopts three kinds of dividend distribution policies, which are cash dividends, capitalization of earnings, and capital surplus. The net earnings after deducting the legal reserve and special reserve may first be distributed by way of cash dividends which shall be equal to at least fifty percent of the Company’ s total dividend distribution every year. The capitalization of earnings and capital surplus shall not exceed fifty percent of the total dividends.

Based on the resolution approved by stockholders during meetings held on June 12, 2019 and June 19, 2018, the distribution of the Company's earnings in 2018 and 2017, respectively, were as follows:

Dividends per share:
Cash dividends
Stock dividends
2018
2017
$ 5.00
5.10
-
-
$
5.00
5.10

The aforementioned earnings distributions did not differ from those proposed by the board of directors and those estimated and accrued amount in the financial statements in 2018 and 2017. The related information can be obtained from the Market Observation Post System website.

(Continued)

372

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(iii) Other equity accounts (net of tax)

Balance, January 1, 2019
Exchange differences on associates and subsidiaries
accounted for using equity method
Unrealized gains (losses) from financial assets at
fair value through other comprehensive income
Unrealized gains (losses) from financial assets
measured at fair value through other
comprehensive income, associates and joint
venture accounted for using equity method
Share of cash flow hedge of associates and subsidiaries
under equity method
Balance, December 31, 2019
Exchange
differences on
translation of
foreign
financial
statements
$ (5,705,296)
(5,866,135)
-
-
-
$
(11,571,431)
Unrealized
gains (losses)
on financial
assets at fair
value through
other
comprehensive
income
54,624,319
-
(3,101,808)
(5,411,023)
-
46,111,488
Gains
(losses) on
hedging
instruments
Total
(15,181)
48,903,842
-
(5,866,135)
-
(3,101,808)
-
(5,411,023)
15,812
15,812
631
34,540,688
Balance, January 1, 2018
Effects of retrospective application
Balance at January 1, 2018 after adjustments
Exchange differences on associates and subsidiaries
accounted for using equity method
Unrealized gains (losses) from financial assets at
fair value through other comprehensive income
Unrealized gains (losses) from financial assets
measured at fair value through other
comprehensive income, associates and joint
venture accounted for using equity method
Share of cash flow hedge of associates and subsidiaries
under equity method
Balance, December 31, 2018
Exchange
differences on
translation of
foreign
financial
statements
$ (6,026,197)
-
(6,026,197)
320,901
-
-
-
$
(5,705,296)
Unrealized
gains (losses)
on financial
assets at fair
value through
other
comprehensive
income
-
61,239,238
61,239,238
-
(1,513,062)
(5,101,857)
-
54,624,319
Available-
for-sale
investment
47,691,196
(47,691,196)
-
-
-
-
-
-
Cash flow
hedge
7,729
(7,729)
-
-
-
-
-
-
Gains
(losses) on
hedging
instruments
Total
-
41,672,728
7,729
13,548,042
7,729
55,220,770
-
320,901
-
(1,513,062)
-
(5,101,857)
(22,910)
(22,910)
(15,181)
48,903,842

(r) Earnings Per Share

The basic earnings per share for the years ended December 31, 2019 and 2018 were calculated on profit attributable to ordinary shareholders of the Company of $23,076,123 and $52,746,021, respectively, and weighted average number of outstanding shares of stock were 7,930,822 thousand ordinary shares, calculated as follows:

(i) Profit attributable to ordinary shareholders

Profit attributable to ordinary shareholders For the years ended December 31
2019
2018
$
23,076,123
52,746,021

(Continued)

373

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(ii) Weighted average number of outstanding ordinary shares

For the years ended December 31
2019 2018
Shares outstanding as of January 1 is the same as weighted average
number of common stock outstanding as of December 31 $ 7,930,822 7,930,822

(s) Revenue from contracts with customers

Main Products
PVC sheet
Rigid sheet
Pipes
Phthalate Plasticizers
BPA
EG
CCL
Epoxy
Polyester Staple Fiber
PET Resin
DTY
Machinery and Switchgear
Others
Main Products
PVC sheet
Rigid sheet
Pipes
Phthalate Plasticizers
BPA
EG
CCL
Epoxy
Polyester Staple Fiber
PET Resin
DTY
Machinery and Switchgear
Others
For the year ended December 31, 2019
Electronic
industry
Polyester
industry
Other
industries
Total
-
-
-
3,540,253
-
-
-
3,571,701
-
-
-
4,328,463
-
-
-
8,033,180
-
-
-
10,538,314
-
-
-
25,064,611
12,369,984
-
-
12,369,984
13,205,639
-
-
13,205,639
-
4,226,708
-
4,226,708
-
5,415,426
-
5,415,426
-
10,653,668
-
10,653,668
-
-
5,357,299
5,357,299
11,860,046
5,734,443
572,199
48,494,542
37,435,669
26,030,245
5,929,498
154,799,788
the year ended December 31, 2018
Electronic
industry
Polyester
industry
Other
industries
Total
-
-
-
3,816,661
-
-
-
3,796,990
-
-
-
4,367,640
-
-
-
9,314,544
-
-
-
15,486,085
-
-
-
37,729,350
14,131,008
-
-
14,131,008
13,883,654
-
-
13,883,654
-
4,910,005
-
4,910,005
-
7,797,077
-
7,797,077
-
12,377,992
-
12,377,992
-
-
6,307,507
6,307,507
12,468,338
6,119,522
666,468
54,991,452
40,483,000
31,204,596
6,973,975
188,909,965
the year ended December 31, 2019
Electronic
industry
Polyester
industry
Other
industries
Total
-
-
-
3,540,253
-
-
-
3,571,701
-
-
-
4,328,463
-
-
-
8,033,180
-
-
-
10,538,314
-
-
-
25,064,611
12,369,984
-
-
12,369,984
13,205,639
-
-
13,205,639
-
4,226,708
-
4,226,708
-
5,415,426
-
5,415,426
-
10,653,668
-
10,653,668
-
-
5,357,299
5,357,299
11,860,046
5,734,443
572,199
48,494,542
37,435,669
26,030,245
5,929,498
154,799,788
the year ended December 31, 2018
Electronic
industry
Polyester
industry
Other
industries
Total
-
-
-
3,816,661
-
-
-
3,796,990
-
-
-
4,367,640
-
-
-
9,314,544
-
-
-
15,486,085
-
-
-
37,729,350
14,131,008
-
-
14,131,008
13,883,654
-
-
13,883,654
-
4,910,005
-
4,910,005
-
7,797,077
-
7,797,077
-
12,377,992
-
12,377,992
-
-
6,307,507
6,307,507
12,468,338
6,119,522
666,468
54,991,452
40,483,000
31,204,596
6,973,975
188,909,965
Plastics
industry
$ 3,540,253
3,571,701
4,328,463
-
-
-
-
-
-
-
-
-
14,900,186
$
26,340,603
Chemical
industry
-
-
-
8,033,180
10,538,314
25,064,611
-
-
-
-
-
-
15,427,668
59,063,773
For
Chemical
industry
-
-
-
9,314,544
15,486,085
37,729,350
-
-
-
-
-
-
19,807,266
82,337,245
Electronic
industry
-
-
-
-
-
-
14,131,008
13,883,654
-
-
-
-
12,468,338
40,483,000
Polyester
industry
-
-
-
-
-
-
-
-
4,910,005
7,797,077
12,377,992
-
6,119,522
31,204,596

(Continued)

374

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(t) Employee compensation

According to the specifications of the Company’s article, 0.05% to 0.5% of the earnings before tax and bonuses should be appropriated to employees as bonuses. However, certain amounts of the earnings should be reserved if there is an accumulated loss from the operations in the previous years in advance of the appropriation of the employee bonuses.

For the years ended December 31, 2019 and 2018, the Company estimated its employee remuneration amounted to $24,588 and $57,879, respectively, which were based on the Company's profit before tax without the employee's compensation of each period, multiplied by the percentage of remuneration to employees as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2019 and 2018.

For the year ended December 31, 2018 and 2017, the remunerations to employees amounted to $57,879 and $58,908, respectively, which were paid in cash. There was no difference from the actual distribution. The information is available on the Market Observation Post System website.

  • (u) Non-operating income and expenses

  • (i) Other income

The details of other income were as follows:

Interest income
Dividend income
Other income
For the years ended December 31
2019
2018
$ 305,117
312,106
3,212,093
3,569,990
1,297,059
1,238,572
$
4,814,269
5,120,668

(ii) Other gains and losses

The details of other gains and losses were as follows:

Foreign exchange gains (losses)
Gain of financial assets at fair value through profit or loss
Gains on disposal of property, plant and equipment
Others
For the years ended December 31
2019
2018
$ 22,628
927,028
27,107
215,889
8,856
(11,107)
(143,249)
(143,090)
$
(84,658)
988,720

(Continued)

375

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (iii) Finance costs

The details of finance costs were as follows:

Interest expense
Less: Capitalization of interest
For the years ended December 31
2019
2018
$ 1,432,814
1,334,534
(63,061)
(59,705)
$
1,369,753
1,274,829

(v) Financial Instruments

(i) Credit Risk

  • 1) Credit risk exposure

The Company is exposed to credit risk primarily from cash and cash equivalents, deposits, and trade receivables.

2) Concentration of credit risk

As sales are made to customers worldwide, the Company’ s exposure to credit risk concentration is expected to be low. Also, the Company mitigates its exposure by evaluating the customers’ financial situation regularly.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

Carrying
amount
December 31, 2019
Non-derivative financial
liabilities
Short-term notes and bills
payable
$ 15,392,795
Notes and accounts payable
5,045,472
Payables to related parties
5,957,209
Short-term borrowings
22,443,300
Long-term debts
8,300,000
Bonds payable
63,978,661
Long-term notes payable
5,096,417
Other payables-related
parties
4,000,000
Lease lisbility
128,745
$
130,342,599
Contractual
cash flows
15,407,205
5,045,472
5,957,209
22,456,331
8,415,051
68,740,741
5,185,968
4,000,000
139,028
135,347,005
Within 6
months
15,407,205
5,045,472
5,957,209
22,456,331
711,826
1,526,240
7,164
-
30,485
51,141,932
6-12 months
-
-
-
-
2,698,470
3,975,235
7,164
4,000,000
30,239
10,711,108
1-2 years
-
-
-
-
3,200,372
6,553,430
2,128,656
-
5,202
11,887,660
2-5 years
Over 5 years
-
-
-
-
-
-
-
-
1,804,383
-
31,840,153
24,845,683
3,042,984
-
-
-
14,521
58,581
36,702,041
24,904,264

(Continued)

376

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Carrying
amount
December 31, 2018
Non-derivative financial
liabilities
Short-term notes and bills
payable
$ 8,897,747
Notes and accounts payable
4,993,365
Payables to related parties
7,130,082
Short-term borrowings
20,880,900
Long-term debts
11,333,333
Bonds payable
58,531,455
Long-term notes payable
7,096,550
$
118,863,432
Contractual
cash flows
8,902,253
4,993,365
7,130,082
20,894,315
11,462,092
63,537,300
7,169,000
124,088,407
Within 6
months
8,902,253
4,993,365
7,130,082
20,894,315
5,520,038
1,490,640
6,900
48,937,593
6-12 months
-
-
-
-
702,628
5,305,820
6,900
6,015,348
1-2 years
-
-
-
-
4,569,362
5,411,435
4,113,800
14,094,597
2-5 years
Over 5 years
-
-
-
-
-
-
-
-
670,064
-
28,195,578
23,133,827
3,041,400
-
31,907,042
23,133,827

It is not expected that the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

  • 1) Exposure to foreign currency risk

The Company’s significant exposure to foreign currency were as follows:

Financial assets
Monetary items
USD
JPY
EUR
CNY
Non-monetary items
USD
HKD
VND
Financial liabilities
Monetary items
USD
JPY
EUR
December 31, 2019 December 31, 2019
Foreign Currency
$ 475,805
139,561
118
22,179
2,285,122
24,253,931
6,283,412,736
28,723
416,880
1,151
Exchange Rate
TWD
30.1060
14,324,585
0.2763
38,561
33.6900
3,975
4.3160
95,713
30.1060
68,795,879
3.8597
93,612,898
0.0013
8,164,369
30.1060
864,735
0.2763
115,184
33.6900
38,777

(Continued)

377

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Financial assets
Monetary items
USD
JPY
EUR
CNY
Non-monetary items
USD
HKD
VND
Financial liabilities
Monetary items
USD
JPY
EUR
December 31, 2018 December 31, 2018
Foreign Currency
$ 884,463
111,915
1,155
1,643
2,054,030
22,368,943
6,171,469,405
27,024
553,746
863
Exchange Rate
TWD
30.7330
27,182,201
0.2772
31,023
35.1670
40,625
4.4779
7,358
30.7330
63,126,490
3.9401
88,135,872
0.0013
8,170,053
30.7330
830,536
0.2772
153,498
35.1670
30,365
  • 2) Sensitivity analysis

The Company’ s exposure to exchange rate risk arises from the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable, other receivables, financial assets at fair value through other comprehensive income (availablefor-sale financial assets), loans and borrowings, accounts payable and other payables which are denominated in different foreign currencies. The overall effects to net income before tax for the year ended December 31, 2019 and 2018 assuming the TWD depreciated or appreciated by 1% against the USD, JPY, EUR and CNY as of December 31, 2019 and 2018 were as follows:

Appreciation in value of 1%
Depreciation in value of 1%
For the years ended December 31
2019
2018
$ (134,452)
(262,468)
134,452
262,468

This analysis is performed on the same basis for the two periods.

(Continued)

378

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 3) Foreign exchange gain and loss on monetary items

The Company foreign exchange gains and losses on monetary items (including realized and unrealized portions) converted to functional currency were as follow :

TWD For the years ended December 31
2019
2018
foreign exchange
gains and (losses)
foreign exchange
gains and (losses)
$
22,628
927,028

(iv) Interest rate analysis

The Company's financial assets and liabilities exposed to interest rates risk are described in liquidity risk

The following sensitivity analysis is based on the risk exposure to the interest rates of derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the liabilities bearing variable interest rates are outstanding for the whole year. A 1% increase or decrease in interest rate is assessed by management to be a reasonably possible change in interest rate.

An increase or decrease of 1% in interest rates mainly from loans with floating interest rates at the reporting date would have increased or decreased net income by $945 and $1,362 for the years ended December 31, 2019 and 2018, respectively.

(v) Other market price risks

For the years ended December 31, 2019 and 2018, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the comprehensive income as illustrated below:

Prices of securities at the reporting date
Increasing 1%
Decreasing 1%
For the years
ended
December 31,
2019
For the years
ended
December 31,
2018
Other
comprehensive
income after
tax
Other
comprehensive
income after
tax
$
417,158
445,287
$
(417,158)
(445,287)

(Continued)

379

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(vi) Fair value of financial instruments

  • 1) Fair value hierarchy

The fair value of financial assets and liabilities at fair value through profit or loss and financial assets at fair value though other comprehensive income (available for sale financial assets) is measured on a recurring basis. The carrying amount and fair value of the Company’ s financial assets and liabilities, including the information on fair value hierarchy as stated below. However, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required :

Financial assets at fair value
through profit or loss
Financial assets designated as
at fair value through profit
or loss
Financial assets at fair value
through other comprehensive
income
Stocks in listed companies
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Notes and accounts receivable
(including related parties)
Subtotal
Financial liabilities at amortized
cost
Short-term borrowings
Short-term notes and bills
payable
Other payables-related parties
Notes and accounts payable
(including related parties)
Bonds payable
Long-term borrowings
Long-term notes payable
Lease liabilities
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Carrying
amount
$
4,044,356
$ 41,715,821
10,843,196
$
52,559,017
$ 2,398,959
18,060,318
$
20,459,277
$ 22,443,300
15,392,795
4,000,000
11,002,681
63,978,661
8,300,000
5,096,417
128,745
$
130,342,599
Level 1
-
41,715,821
-
41,715,821
-
-
-
22,443,300
15,392,795
-
-
63,978,661
8,300,000
5,096,417
128,745
115,339,918
Fair Value
Level 2
4,044,356
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
Total
-
4,044,356
-
41,715,821
10,843,196
10,843,196
10,843,196
52,559,017
-
-
-
-
-
-
-
22,443,300
-
15,392,795
-
-
-
-
-
63,978,661
-
8,300,000
-
5,096,417
-
128,745
-
115,339,918

(Continued)

380

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Financial assets at fair value
through profit or loss
Financial assets designated as
at fair value through profit
or loss
Available-for-sale financial
assets
Stocks in listed companies
Unquoted equity instruments
Subtotal
Loans and receivables
Cash and cash equivalent
Notes and accounts receivable
(including related parties)
Subtotal
Financial liabilities at amortized
cost
Short-term borrowings
Short-term notes and bills
payable
Notes and accounts payable
(including related parties)
Bonds payable
Long-term borrowings
Long-term notes payable
Subtotal
December 31, 2018 December 31, 2018 December 31, 2018
Carrying
amount
$
4,017,249
$ 44,528,667
11,132,158
$
55,660,825
$ 5,508,330
21,160,619
$
26,668,949
$ 20,880,900
8,897,747
12,123,447
58,531,455
11,333,333
7,096,550
$
118,863,432
Level 1
-
44,528,667
-
44,528,667
-
-
-
20,880,900
8,897,747
-
58,531,455
11,333,333
7,096,550
106,739,985
Fair Value
Level 2
4,017,249
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
Total
-
4,017,249
-
44,528,667
11,132,158
11,132,158
11,132,158
55,660,825
-
-
-
-
-
-
-
20,880,900
-
8,897,747
-
-
-
58,531,455
-
11,333,333
-
7,096,550
-
106,739,985
  • 2) Valuation techniques for financial instruments not measured at fair value

The Company’ s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

  • a) Financial assets measured at amortized cost (held-to-maturity financial assets)

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • b) Financial liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

(Continued)

381

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 3) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

Financial instruments traded in active markets are measured at fair value based on the quoted market prices. Quoted prices are the prices announced by the main stock exchanges and over-the-counter markets. They are the basis for recognizing the fair value of the listed and over-the-counter equity instruments. Financial instrument possesses a quoted price in the active markets if the trading prices fairly represent the frequent and orderly transactions for financial instrument, and are readily available from trade centers, security brokers, underwriters, trade unions, pricing service institutes or other related authorities. The market for the said financial instrument shall be seen as inactive should the aforementioned requirements have not been met. Large or significantly increasing gap between the purchase and the exit prices of a financial instrument, or low trade volume, are general indicators of an inactive market.

If the financial instrument of the Company possesses an active market, its fair value should be recognized according to different categories and characteristics as follows:

For listed and over-the-counter stocks with standard terms and are publicly traded in active markets, their fair value are calculated by the market’ s quoted prices. Other financial instruments that are not traded in active markets are measured with fair values provided by using the valuation techniques via market approach or the discounted cash flow method or other available methods.

  • 4) Transfers between levels of the fair value hierarchy

There were no transfers between levels of the fair value hierarchy for the years ended December 31, 2019 and 2018.

  • 5) Reconciliation of Level 3 fair values

Fair value through other comprehensive income (availablefor-sale financial assets) Unquoted equity instruments January 1, 2019 $ 11,132,158 Total gains and losses recognized: In other comprehensive income (288,962) December 31, 2019 $ 10,843,196

(Continued)

382

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

January 1, 2018
Total gains and losses recognized:
In other comprehensive income
Disposals
December 31, 2018
Fair value through
other
comprehensive
income (available-
for-sale financial
assets)
Unquoted equity
instruments
$ 13,606,256
(2,472,125)
(1,973)
$
11,132,158
  • 6) The valuation procedures for fair value measurements being categorized within Level 3 is to ensure the valuation results are reasonable by applying independent information to make results close to the current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price. According to the Company’ s accounting policy, the analysis of value changes on remeasured or reevaluated assets and liabilities at the reporting date is performed to ensure the reasonability of the evaluation results.

  • 7) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Most of the Company’s financial instruments that use Level 3 inputs involve only one significant unobservable input. Only equity investment with no-active markets involves multiple significant unobservable inputs.

Quantified information of significant unobservable inputs were as follows:

Inter-relationship between significant unobservable inputs and fair value measurement The higher the multiple, the higher the fair value

Significant Item Valuation technique unobservable inputs Market comparable Price to earnings ratio The higher the companies multiple, price to book ratio multiple, fair value enterprise value to operating income ratio multiple, enterprise value to EBITA multiple, discount for lack of marketability Net Asset Value Not applicable Not applicable

Financial assets at fair value through other comprehensive income – unquoted equity instruments

Net Asset Value Method

(Continued)

383

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • 8) Fair value measurement in Level 3 - sensitivity analysis of reasonably possible alternative assumption

The valuation models and assumptions used to measure the fair value of the financial instruments is reasonable. However, the use of different valuation models or assumptions may result in different measurements. The following is the effect of other comprehensive income resulting from financial assets and liabilities categorized within Level 3 if the inputs used in valuation models have changed:

December 31, 2019
Financial assets at fair
value through other
comprehensive income –
unquoted equity
instruments
December 31, 2018
Financial assets at fair
value through other
comprehensive income –
unquoted equity
instruments
Input Change Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$
71,266
(71,266)
$
71,321
(71,321)
Price to earnings ratio
multiple, price to book ratio
multiple, enterprise value to
operating income ratio
multiple, enterprise value to
EBITA multiple, discount for
lack of marketability
Price to earnings ratio
multiple, price to book ratio
multiple, enterprise value to
operating income ratio
multiple, enterprise value to
EBITA multiple, discount for
lack of marketability
± 1%
± 1%
  • (w) Financial risk management

  • (i) The Company have exposures to the following risks from its financial instruments:

    • 1) Credit risk

    • 2) Liquidity risk

    • 3) Market risk

The following likewise discusses the Company’ s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.

(Continued)

384

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(ii) Structure of risk management

The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

The Company Audit Committee oversees how management monitors compliance with the Company’ s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

To maintain the credit quality of receivables, a credit risk management policy has been established. Under this policy, each customer is analyzed individually regarding customer’s financial situation, external and internal credit rating, historical trading record, and current economic condition which may affect customer’s payment ability. In addition, some methods are adopted to reduce the credit risk for specific customers, such as prepayment and insurance of accounts receivable.

The credit risk exposure on bank deposits and other financial instruments are measured and monitored by the Company’ s finance department. As the Company’ s transactions are done with the banks and other external parties with good credit standing, management is not aware of any noncompliance issues and is not expecting significant credit risk.

(iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient current funds, such as cash and cash equivalents, securities with high liquidity and sufficient credit line from banks, to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Company’s reputation.

(v) Market risk

Market risk is the risk that changes in the market, such as foreign exchange rates, interest rates and equity prices of that will affect the Company’ s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Company is exposed to currency risk is due to global transactions that are denominated in a currency other than the respective functional currency of the Company, the New Taiwan Dollars (TWD). These transactions are primarily denominated in USD. The currency risk mainly arises from future business transactions and recognized assets and liabilities. Part of the currency risks arising from purchases and sales can be offset each other to achieve automatic hedge.

(Continued)

385

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

When the Company has foreign currency needs, the Company uses spot exchange contracts and forward exchange contracts if the exchange rate is advantageous to the Company to manage the risk. If necessary, the Company uses derivatives operated by prestigious international banks to manage its exposure to foreign currency exchange rate fluctuation risk, which monitor the exchange rate risks and adhere to acceptable levels by the Company.

2) Interest rate risk

The Company’ s interest rate risk mainly arises from long-term loans with variable interest rates, which bear cash flow risks to the Company. Part of the interest rate risk can be offset by cash and cash equivalents with variable interest rates held by the Company.

The Company monitors and manages interest rate risks, using derivatives when necessary, to lower the risks to acceptable levels.

3) Other market price risk

The Company is exposed to fair value change risk due to financial assets at fair value through other comprehensive income (available-for-sale financial assets), which were measured at fair value.

(x) Capital management

Although business operated by the Company has reached the stage of maturity, a sufficient amount of capital is still required to support the operation of investee companies, construction and expand its production facilities and equipment.

The Company’s policy is to maintain sufficient financial resources and operating plan to meet future demands such as operating capital, capital expenditure, research and development expenditures, loan reimbursements, and dividend distributions.

The Company and other entities in the same industry use the debt-to-equity ratio to manage its capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt. The Company’s debt-to-equity ratio at the end of the reporting period were as follows :

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio at December 31
December 31,
2019
December 31,
2018
$ 173,593,882
162,835,396
(2,398,959)
(5,508,330)
$
171,194,923
157,327,066
$
344,571,884
375,672,197
%
33.19
%
29.52

(Continued)

386

NAN YA PLASTICS CORPORATION

Notes to the Financial Statements

(y) Movements in liabilities arising from financing activities

Balance, January 1, 2019
Changes in cash flows from
financing activities
Changes in non-cash
Changes in foreign
exchange movement
Balance, December 31,
2019
Balance, January 1, 2018
Changes in cash flows from
financing activities
Changes in non-cash
Changes in foreign
exchange movement
Balance, December 31,
2018
Short-term
borrowings
S
b
hort-term
notes and
ills payable
Long-term
notes payable
Long-term
notes payable
Long-term
borrowings
(including
current portion)
Bonds payable
(including
current
portion)
58,531,455
5,431,560
15,646
-
63,978,661

(7) Related-party transactions:

  • (a) Parent company and ultimate controlling party

The Company is the ultimate controlling party of the Company and its subsidiaries.

  • (b) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

in the consolidated financial statements.
Name of related party Relationship with the Group
Nan Ya Plastics Corporation U.S.A Subsidiaries
Nan Ya Plastics Corporation America Subsidiaries
Formosa Plastics Group Investment Corp. Subsidiaries
Nan Ya Plastics (Hong Kong) Co., Ltd Subsidiaries
Superior World Wide Trading Co., Ltd Subsidiaries
Nan Ya PCB Corporation Subsidiaries
Wen Fung Industrial Co., Ltd Subsidiaries
Nan Chung Petrochemical Corporation Subsidiaries
Nan Ya International (Cayman) Limited Subsidiaries

(Continued)

387

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Name of related party

Relationship with the Group

PFG Fiber Glass Corporation Subsidiaries PFG Fiber Glass (Hong Kong) Corporation Limited Subsidiaries Nan Ya PCB (U.S.A) Corporation Subsidiaries Nan Ya PCB (Hong Kong) Corporation Subsidiaries Nan Ya PCB (Kunshan) Corporation Subsidiaries Nan Ya Plastics (Nantong) Co., Ltd Subsidiaries (note 1) Nan Ya Electric (Nantong) Co., Ltd Subsidiaries Nan Ya Plastics Film (Nantong) Co., Ltd Subsidiaries (note 1) China Nantong Huafeng Co., Ltd Subsidiaries Nantong Huafu Plastics Co., Ltd. Subsidiaries Nan Ya Electronic Materials (Kunshan) Co., Ltd Subsidiaries Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd Subsidiaries Nan Ya Plastics (Guangzhou) Co., Ltd Subsidiaries Nan Ya Plastics (Huizhou) Co., Ltd Subsidiaries (note 2) Nan Ya Plastics Film (Huizhou) Co., Ltd Subsidiaries (note 2) Nan Ya Electronic Materials (Huizhou) Co., Ltd Subsidiaries Nan Ya Trading (Huizhou) Co., Ltd Subsidiaries Nan Ya Plastics (Xiamen) Co., Ltd Subsidiaries Nan Ya Plastics (Ningbo) Co., Ltd Subsidiaries Wellink Technology Corporation Subsidiaries Nan Ya Plastics Corporation Texas Subsidiaries PFG Fiber Glass (Kunshan) Co., Ltd Subsidiaries Formosa Petrochemical Corporation Associates Nanya Technology Corporation Associates Formosa Resources Corporation Associates Formosa Plastics Construction Corporation Associates Formosa Heavy Industries Corporation Associates Formosa Heavy Industries (Ningbo) Co., Ltd. Associates Formosa Heavy Industries Corp. (GZ) Ltd. Associates Formosa Synthetic Rubber (Hong Kong) Corporation Limited Associates Formosa Synthetic Rubber (Ningbo) Co., Ltd. Associates Formosa Industries Corporation Associates

(Continued)

388

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

Name of related party

Relationship with the Group

Formosa Group (Cayman) Limited Associates Formosa Utility Venture, Ltd. Associates Formosa Environmental Technology Corporation Associates FG Inc. Associates P.T. Indonesia Nanya Indah Plastics Co. Joint ventures Nan Ya Plastics (Zhengzhou) Co., Ltd. Joint ventures Nanya Kyowa Plastics (Nantong) Co., Ltd. Joint ventures Formosa Plastics Corporation Other related parties Formosa Chemicals and Fiber Corporation Other related parties Hwa Ya Power Corporation Other related parties Formosa Taffeta Co., Ltd. Other related parties Formosa Advanced Technology Corporation Other related parties Formosa Ha Tinh (Cayman) Ltd. Other related parties Formosa Ha Tinh Steel Corporation Other related parties Formosa Ha Tinh (Cayman) Limited Taiwan Branch Other related parties China Man-made Fiber Corporation Other related parties Mai Liao Harbor Administration Corp. Other related parties Formosa Industries (Ningbo) Co., Ltd. Other related parties Formosa Power (Ningbo) Limited Company Other related parties Formosa Electronic (Ningbo) Co., Ltd. Other related parties Formosa ABS Plastics (Ningbo) Limited Company Other related parties Formosa Chemicals and Fiber (Ningbo) Corporation Other related parties Formosa Phenol (Ningbo) Limited Company Other related parties Xiamen Haicang Investment Group Co., Ltd. Other related parties Formosa Plastics Marine Corporation Other related parties Formosa Plastics Corporation U.S.A. Other related parties FG LA LLC Other related parties Ming Chi University Of Technology Other related parties

Note 1: On October 1, 2018, Nan Ya Plastics (Nantong) Co., Ltd and Nan Ya Plastics Film (Nantong) Co., Ltd merged into Nan Ya Plastics (Nantong) Co., Ltd.

Note 2: On October 1, 2018, Nan Ya Plastics (Huizhou) Co., Ltd and Nan Ya Plastics Film (Huizhou) Co., Ltd merged into Nan Ya Plastics (Huizhou) Co., Ltd.

(Continued)

389

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(c) Significant related-party transactions

(i) Sales to related parties

The amount of significant sales by the Company to related parties were as follows:

The amount of significant sales by the Company to related parties were as follows:
Subsidiaries
Associates and joint ventures
Other related parties
For the years ended December 31
2019
2018
$ 13,730,940
13,504,808
4,207,868
7,213,615
9,619,460
11,891,020
$
27,558,268
32,609,443

The receivables from related parties were as follows:

Subsidiaries
Nan Ya Electronic Materials (Huizhou) Co., Ltd
Other subsidiaries
Associates and joint ventures
Other related parties
December 31,
2019
December 31,
2018
$ 2,254,032
2,148,099
2,282,104
2,206,191
410,877
941,679
779,697
1,113,234
$
5,726,710
6,409,203

The selling prices and collection terms of sales to related parties are not significantly different from those of third-party customers. The accounts receivable arising from sales of machinery and equipment, and machine parts are collected after the delivery inspection, and the accounts receivable arising from sales of other products are collected on the 30th day of the following month.

The Company sells mainly machinery and provides engineering services to related parties in China and Vietnam. Payment is made after the test run of machinery sold. Also, it sells other products to these related parties. Selling prices and collection terms of other products sold to these associates are not materially different from those to non-related general buyers. Payments are collected 30 to 180 days after shipping of these other products.

(ii) Purchase from related parties

The amounts of significant purchases by the company from related parties were as follows:

Subsidiaries
Associates and joint ventures
Formosa Petrochemical Corporation
Other related parties
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Other related parties
For the years ended December 31
2019
2018
$ 6,074,110
7,946,081
30,339,000
40,296,020
11,978,383
13,244,230
24,442,785
35,324,798
13,686
22,212
$
72,847,964
96,833,341

(Continued)

390

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The payables to related parties were as follows:

Subsidiaries
Associates and joint ventures
Formosa Petrochemical Corporation
Other related parties
Formosa Chemicals and Fiber Corporation
Other related parties
December 31,
2019
December 31,
2018
$ 594,849
603,968
2,358,012
2,835,106
1,923,275
2,688,279
1,081,073
1,002,729
$
5,957,209
7,130,082

Purchase prices and payment terms of purchases from related parties are not materially different from those of non-related general suppliers. Payment shall be paid within 30 to 180 days of the month following the month of purchase with checks which are due and payable immediately.

(iii) Unrealized sales profit

Significant unrealized (realized) profits from sales to related parties for the years ended December 31, 2019 and 2018 were as follows:

Investee company
Subsidiaries
Associates and joint ventures
Investee company
Subsidiaries
Associates and joint ventures
For the year ended December 31, 2019 For the year ended December 31, 2019 For the year ended December 31, 2019
Unrealized sales
profit at beginning
of period
Unrealized sales
profit at beginning
of period
(Realized)
Unrealized
Sales Profits
Unrealized sales
profit at end
of period
38,302
97,719
(56,290)
45,960

$
59,417
$
102,250

(iv) Construction

The Company contracted with associates to construct and expand the Company’s factory. The construction costs were as follows:

Associates and joint ventures
Formosa Heavy Industries Corporation
For the years ended December 31
2019
2018
$
110,994
218,464

No outstanding balance in December 31, 2019 and 2018.

(Continued)

391

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(v) Utility expenses

Part of the utilities of the Company's Lin-Yuan plant and all of the utilities of the Company’s Ren-Wu plant, including power, water and steam, are supplied by or paid on behalf of the Company by the utility plants of Formosa Plastics Corporation. The utilities of the Company’s Mai Liao plant, including power, water and steam, are supplied by Formosa Petrochemical Corporation. The expenses for utilities for the years ended December 31, 2019 and 2018 were as follows:

Subsidiaries
Nan Chung Petrochemical Corporation
Associates and joint ventures
Formosa Petrochemical Corporation
Other related parties
Formosa Plastics Corporation
For the years ended December 31
2019
2018
$ 21,017
3,754
6,329,046
6,996,065
106,786
109,049
$
6,456,849
7,108,868

(vi) Property transactions ─ Acquisition of financial assets

Subsidiaries ─ Nan Ya
Plastics (Hong Kong)
Co., Ltd.
Associates ─ Formosa
Resources Corporation
Associates ─ FG Inc.
Associates ─ Formosa
Synthetic Rubber
Corporation Limited
Subsidiaries ─ Nan Ya
International (Cayman)
Limited
Associates ─ Formosa
Synthetic Rubber (Hong
Kong) Corporation
Limited
Account
Investments accounted for
using equity method
Investments accounted for
using equity method
Investments accounted for
using equity method
Investments accounted for
using equity method
Account
Investments accounted for
using equity method
Investments accounted for
using equity method
Number
of Shares
(in thousands)
109,200
157,000
-
4,600
Number
of Shares
(in thousands)
1
65,000
Purpose
For the
year ended
December 31,
2019
Shares of stock of Nan Ya
Plastics (Hong Kong) Co.,
Ltd.
$ 4,308,591
Shares of stock of Formosa
Resources Corporation
1,570,000
Shares of stock of FG Inc.
231,570
Shares of stock of Formosa
Synthetic Rubber
Corporation Limited
46,000
$
6,156,161
Purpose
For the
year ended
December 31,
2018
Shares of stock of Nan Ya
International (Cayman)
Limited
$ 1,676,070
Shares of stock of Formosa
Synthetic Rubber (Hong
Kong) Corporation Limited
2,010,450
$
3,686,520

(Continued)

392

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(vii) Loans to related parties

The loans to related parties were as follows:

Subsidiaries
Nan Ya Plastics Corporation Texas
Other related parties
Formosa Plastics Marine Corporation
Other Receivables from
Related Parties
December 31,
2019
December 31,
2018
$ -
7,375,920
5,640,819
5,307,107
$
5,640,819
12,683,027

(viii) Borrowings from Related Parties:

Subsidiaries
Nan Ya PCB Corporation
Other Payables to
Related Parties
December 31,
2019
December 31,
2018
$
4,000,000
-

(ix) Endorsements and guarantees

As of December 31, 2019 and 2018, the amounts of the Company’ s endorsements and guarantees for securing related parties’ loans were as follows:

Associates and joint ventures
Formosa Group (Cayman) Limited
Formosa Industries Corporation
Formosa Resources Corporation
Other related parties
Formosa Ha Tinh (Cayman) Ltd.
December 31,
2019
December 31,
2018
$ 7,526,500
19,208,125
602,120
5,043,547
3,236,395
3,303,798
20,753,559
15,915,686
$
32,118,574
43,471,156

(Continued)

393

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(x) Leases

  • 1) The rental income of the Company from leasing its plants to its related parties, recognized as other income, were as follows:
Subsidiaries
Nan Ya PCB Corporation
Associates and joint ventures
Nan Ya Technology Corporation
For the years ended December 31
2019
2018
$ 202,242
195,815
258,976
234,065
$
461,218
429,880

The rentals charged to related parties are determined based on the local market prices, and rents are collected monthly depending on the contract.

2) The rental expenses of the Company's offices and buildings leased from its related parties, recognized as operating costs and expenses, were as follows:

The Company rented an office building and a piece of land from Formosa Plastics Corporation. The rentals charged to related parties are determined based on the local market prices. Rental expenses for the years ended December 31, 2018 amounted to $40,437. The Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of $49,848 and $49,848 of right-of-use assets and lease liabilities, respectively. For the years ended December 31, 2019, the Company recognized the amount of $548 as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to $25,657, consisting of current and noncurrent portion amounting to $24,536 and $1,121, respectively.

The Company rented an office building from Formosa Chemicals and Fiber Corporation. The rentals charged to related parties are determined based on the local market prices. Rental expenses for the years ended December 31, 2018 amounted to $26,391. The Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of $52,012 and $52,012 of right-ofuse assets and lease liabilities, respectively. For the year ended December 31, 2019, the Company recognized the amount of $568 as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to $26,190.

The Company rented an office building from Ming Chi University of technology in May 2019, where in the rental is determined based on the local market prices. The interest expenses for the years ended December 31, 2019 amounted to $984. As of December 31, 2019, the balance of lease liabilities amounting to $67,947, consisted of current and noncurrent portion of $3,140 and $64,807, respectively.

(Continued)

394

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

(xi) Other

Associates-Formosa Plastics Corporation For the years
ended December
31, 2019
$
10

For the year ended December 31, 2019, the Company purchased official vehicles from Formosa Plastics Corporation, which were managed assets, and recognized as miscellaneous purchases. The Company did not have similar transactions for the year ended December 31, 2018.

  • (d) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits For the years ended December 31
2019
2018
$
126,953
118,080

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object Usage December 31,
2019
December 31,
2018
$ 1,271,053
1,286,336
7,529,494
7,529,494
-
11,681
$
8,800,547
8,827,511
Current financial assets at fair value through other
comprehensive income-stock of Formosa Plastics
Corporation
Land (include idle land)
Machinery and equipment
Total
Others
Bank loans
Bank loans
The collateral to
provisional execution
in litigation
Bank loans
Bank loans

(9) Significant commitments and contingencies:

(a)
Outstanding standby letter of credit
(b)
Endorsements and guarantees
December 31,
2019
December 31,
2018
$ 2,247,989
1,192,060
32,118,574
43,471,156
  • (c) Formosa Industries Corporation, a Company’s investee, signed a syndicated line of credit with a group of financial institutions amounting to USD 250,000 thousand for its operational needs. According to the requirement of the consortium, the Company has to offer a letter of support based on its ownership of 42.5% and commit to monitor the operations of Formosa Industries Corporation to ensure that it completes its financial obligation.

  • (d) Formosa Ha Tinh (Cayman) Ltd. and Formosa Ha Tinh Steel Corporation, Company’ s investees, signed a syndicated line of credit with a group of financial institutions amounting to USD 1,990,000 thousand and USD 500,000 thousand, respectively, for its operational needs. According to the requirement of the consortium, the Company has to offer a letter of undertaking or a letter of support based on its ownership of 11.432% and commit to monitor the operations of Formosa Ha Tinh (Cayman) Ltd. and Formosa Ha Tinh Steel Corporation to ensure that they complete their financial obligation.

(Continued)

395

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

  • (e) Nan Ya Electronic Materials (Huizhou) Co., Ltd, a Company's investee, planned to apply for a fiveyear syndicated loan with a total amount of no more than CNY 1,000,000 thousand, with a group of financial institutions, among which Mega International Commercial Bank Suzhou Branch and Fubon Bank (China) Co., Ltd. act as leading banks. According to the requirement of the consortium, the Company has to offer a letter of support, and commit to monitor the operations of Nan Ya Electronic Materials (Huizhou) Co., Ltd to ensure that it completes its financial obligation.

  • (f) Litigation between the Company and DBTEL Incorporated

The Company’ s client, DBTEL Inc. (DBTEL), placed several orders from the Company concerning LCD monitors since May 2003. However, in June 2004, it decided to cancel some of them, even demanding the Company to postpone its delivery; and in some cases, it went to a certain extent as to refuse accepting the goods delivered by the Company, resulting in a stock up of both raw materials and finished products in the Company’ s warehouse amounting to USD 5,409,815 and NTD 100,846,141. In light of this matter, the Company filed a lawsuit against DBTEL to the Taiwan High Court on April 6, 2006, demanding for compensation for the damage caused by DBTEL. In reply, the Court authorized the Company to hold certain properties of DBTEL as its collateral. However, DBTEL was not satisfied with the decision made by the Court; therefore, it filed an appeal against the Company.

On April 18, 2017, the Court decided that the compensation demanded by the Company should not exceed the amounts of USD 1,246,118 and TWD 27,229,161 (both including principal and interest). Plus, the said properties that were held by the Company for collateral should also be returned to DBTEL. On August 8, 2018, the Supreme Court rejected the verdict handed down by the High Court’ s judgment about the dismissal of the Company’ s appeal in the first instance, the appeal of DBTEL, other declaration of provisional execution, and the related legal expenses. Therefore, the High Court will have to decide on this matter. Currently, this case is still in progress.

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:None

(12) Other:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, were as follows:
as follows:
By function
By item
For the year ended December 31, 2019 For the year ended December 31, 2018
Operating
costs
Operating
expenses
Non-Operating
expenses
Total Operating
costs
Operating
expenses
Non-Operating
expenses
Total
Employee benefit
Salaries
Labor and health insurance
Pension expenses
Remuneration of directors
Others personnel expenses
Depreciation
Amortization
10,265,158
735,699
637,644
-
263,439
5,779,963
891,226
4,171,573
230,520
224,444
29,092
74,368
178,692
15,646
-
-
-
-
-
30,780
-
14,436,731
966,219
862,088
29,092
337,807
5,989,435
906,872
11,030,984
709,804
632,245
-
261,664
6,129,460
1,484,780
4,451,774
219,615
223,572
24,125
72,574
199,686
15,414
-
-
-
-
-
25,324
-
15,482,758
929,419
855,817
24,125
334,238
6,354,470
1,500,194

(Continued)

396

NAN YA PLASTICS CORPORATION Notes to the Financial Statements

The company's number of employees and additional information on employee benefits are as follows:

Number of employees
Number of non-concurrently employees by directors
Average employee benefit expenses
Average employee salary expenses
Adjustment of average employee salary expenses
For the years ended
December 31,

(13) Other disclosures:

  • (a) Information on material transaction items:

  • (i) Loans to other parties: Please see attached Table 1.

  • (ii) Guarantees and endorsements for other parties: Please see attached Table 2.

  • (iii) Information regarding securities held as of December 31, 2019 (excluding investment in subsidiaries, associates and joint ventures): Please see attached Table 3.

  • (iv) Information regarding individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD300 million or 20% of the capital stock: Please see attached Table 4.

  • (v) Information regarding acquisition of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: Please see attached Table 5.

  • (vi) Information regarding disposal of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: Please see attached Table 6.

  • (vii) Information regarding related-party transactions for purchases and sales with amounts exceeding the lower of TWD100 million or 20% of the capital stock: Please see attached Table 7.

  • (viii) Information regarding receivables from related parties with amounts exceeding the lower of TWD100 million or 20% of the capital stock: Please see attached Table 8.

  • (ix) Information regarding trading in derivative instruments: None

  • (b) Information on investees (excluding those in mainland China): Please see attached Table 9.

  • (c) Information on investment in mainland China: Please see attached Table 10.

(14) Segment information:

Please refer to the consolidated financial report as of and for the year ended December 31, 2019.

(Continued)

397

NAN YA PLASTICS CORPORATION LOANS TO OTHER PARTIES

FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 1

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other Parties
during the Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount for
Business Between Two
Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual
Funding Loan
Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
0
0
0
0
0
0
0
0
0
0
0
1
1
2
2
2
2
2
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Formosa Plastics Group
Investment Corp.
Wellink Technology
Corporation
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Nan Ya Plastics Corporation
Texas
Nan Chung Petrochemical
Corporation
Formosa Heavy Industries
Corporation
Nanya Technology
Corporation
Formosa Petrochemical
Corporation
Formosa Plastics Corporation
Formosa Chemicals and Fiber
Corporation
Formosa Plastics Marine
Corporation
Nan Ya Plastics Corporation
Texas
Nan Ya Plastics Corporation
U.S.A.
The Company
Nan Ya PCB (HK)
Corporation
Nan Ya PCB (Kunshan)
Corporation
Formosa Plastics Marine
Corporation
Formosa Heavy Industries
Corporation
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
70,000
100,000
500,000
21,205,840
500,000
12,000,000
1,500,000
14,000,000
8,000,000
8,000,000
9,385,318
19,267,840
903,180
4,500,000
100,000
1,854,300
500,000
1,000,000
70,000
100,000
500,000
-
500,000
6,500,000
-
6,000,000
6,000,000
6,000,000
8,460,819
12,042,400
903,180
4,000,000
100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
5,640,819
12,042,400
286,237
4,000,000
-
-
-
-
-
-
-
3.211%~3.613%
1.4142%~1.4181%
1.4138%~1.4181%
-
1.4180%~1.4181%
-
-
1.4138%~1.4181%
2.8130%~3.546%
2.8130%~3.610%
1.418%
-
3.471%~3.471%
1.414%~1.418%
-
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-






-





-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
86,142,971
20,791,919
20,791,919
7,306,170
7,306,170
7,306,170
7,306,170
7,306,170
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
172,285,942
41,583,838
41,583,838
14,612,340
14,612,340
14,612,340
14,612,340
14,612,340

398

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other Parties
during the Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount for
Business Between Two
Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual
Funding Loan
Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
3
4
4
5
5
6
6
7
8
8
8
8
8
9
9
10
10
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Wen Fung Industrial Co., Ltd.
Wen Fung Industrial Co., Ltd.
Nan Ya Plastics (Guangzhou) Co.,
Ltd.
Nan Ya Plastics (Guangzhou) Co.,
Ltd.
Nan Ya Plastics (Huizhou) Co.,
Ltd.
Nan Ya Plastics (Huizhou) Co.,
Ltd.
Nan Ya Trading (Huizhou) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co.,
Ltd.
Nan Ya Plastics (Xiamen) Co.,
Ltd.
Nan Ya Plastics (Nantong) Co.,
Ltd.
Nan Ya Plastics (Nantong) Co.,
Ltd.
China Nantong Huafeng Co., Ltd.
China Nantong Huafeng Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Wellink Technology
Corporation
Formosa Environmental
Technology Corporation
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd.
Xiamen Haicang Investment
Group Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd.
Nan Ya Plastics (Zhengzhou)
Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
362,773
23,000
60,000
215,777
772,480
504,917
589,501
23,735
86,311
133,781
263,247
129,466
155,359
863,106
2,840,914
135,508
155,359
-
23,000
60,000
215,777
720,694
504,917
526,495
-
86,311
133,781
-
-
138,097
-
1,631,271
135,076
155,359
-
-
60,000
215,777
720,694
504,917
526,495
-
86,311
133,781
-
-
138,097
-
1,631,271
135,076
155,359
4.12%
-
1.418%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.32%~3.48%
3.32%~3.48%
3.32%~3.48%
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-



-




-
-
-

-



-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,667,670
24,174
120,868
1,316,852
1,316,852
1,691,034
1,691,034
28,644
684,281
684,281
684,281
684,281
684,281
4,980,774
4,980,774
163,893
163,893

85,335,340
241,735
241,735
2,633,704
2,633,704
3,382,068
3,382,068
57,289
684,281
684,281
684,281
684,281
684,281
9,961,548
9,961,548
327,786
327,786

399

No. Name of Lenders Name of Borrowers Account Name Related
Party
Highest Balance of
Financing to Other Parties
during the Period
Ending
Balance
Actual Usage
during the
Period
Range of Interest Rates
during the Period.
Purposes of Fund
Financing for the
Borrowers (Note 1)
Transaction Amount for
Business Between Two
Parties (Note 2)
Reasons for
Short-term
Financing
Allowance
for Bad Debt
Collateral Collateral Individual
Funding Loan
Limits (Note 3)
Maximum
Limitation on
Fund Financing
(Note 4)
Item Value
11
11
12
12
13
13
13
13
13
13
Nantong Huafu Plastics Co., Ltd.
Nantong Huafu Plastics Co., Ltd.
Nan Ya Electric (Nantong) Co.,
Ltd.
Nan Ya Electric (Nantong) Co.,
Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
Nan Ya Electronic Materials
(Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
Nan Ya Plastics (Zhengzhou)
Co., Ltd.
Nan Ya Electronic Materials
(Huizhou) Co., Ltd.
Nan Ya Plastics (Ningbo) Co.,
Ltd.
PFG Fiber Glass (Kunshan)
Co., Ltd.
Nan Ya PCB (Kunshan)
Corporation
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
Other receivables
from related parties
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
31,072
43,155
43,155
343,085
155,359
2,800,779
265,405
945,101
1,639,902
5,264,947
31,072
43,155
-
310,718
-
-
258,932
280,509
1,639,902
4,837,710
31,072
43,155
-
310,718
-
-
258,932
280,509
1,639,902
4,837,710
3.32%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.48%~3.48%
3.36%~3.48%
3.32%~3.48%
2
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
-
-
-
-
-
-
-
-
-
-








-
-
-
-
-
-
-
-
-
-
-
45,816
45,816
575,088
575,088
27,718,743
27,718,743
27,718,743
27,718,743
27,718,743
27,718,743

91,632
91,632
1,150,175
1,150,175
55,437,487
55,437,487
55,437,487
55,437,487
55,437,487
55,437,487

Note 1 : (a) Those with business contact please fill in 1; (b) Those necessary for short-term financing please fill in 2.

Note 2 : Amount from business contact stands for the sum of purchases and sales.

  • Note 3:Capital loaned to other parties should not exceed 50% of the lender’s net worth, of which the sum loaned to non interested parties for capital requirements should not exceed 40% of the net worth of borrower. The cap amount of loans to associates and interested parties should not exceed 25% of the equity of the lenders. Other parties should not exceed 20% of the lender’s net worth.

  • Note 4 : Subsidiaries' capital loaned to associates and interested parties should not exceed 50% of the equity of the lenders. Other parties should not exceed 40% of the lender’s net worth.

  • The subsidiaries' cap amount of loans to other parties should not exceed 100% of its equity. Non-interested parties should not exceed 40% of its net worth. However, subsidiaries' capital loaned to the parties located in non-Taiwan and directly or indirectly held by the company 100% of the shares are not be limited.

  • Note 5:Nan Ya Plastics corporation, America and Nan Ya Plastics corporation USA s’reporting currency are denominated in USD, and the exchange rate of TWD to USD as of December 31, 2019 (in average) is 30.106(30.924):1.

Nan Ya Plastics (Hong Kong) Co., Ltd and Superior World Wide Trading Co., Ltd. s’reporting currency are denominated in HKD, and the exchange rate of TWD to HKD as of December 31, 2019 (in average) is 3.8597(3.9646):1.

400

NAN YA PLASTICS CORPORATION GUARANTEES AND ENDORSEMENTS FOR OTHER PARTIES FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 2

B=A/2 C D=C/SE A=S/E*1.3
No Endorsement
Guarantee Provider
Counterparty of Guarantee and Endorsement Limitation Amount
of Guarantees and
Endorsements for a
Specific Enterprise
Highest Balance for
Guarantee and
Endorsements during
the Period
Balance of Guarantees
and Endorsements as
of December 31, 2019
Amount Secured by
Guaranteed and
Endorsed Property
Amount of Endorsement
/Guarantee Collateralized
by Properties
Ratio of Accumulated Amounts
of Guarantees and
Endorsements to Net Worth of
the Latest Financial Statements
Maximum
Amounts for
Guarantees and
Endorsements
Parent Company Endorses
/Guarantees to Third Parties
on Behalf of Subsidiary
Subsidiary Endorses
/Guarantees to Third
Parties on Behalf of
Parent Company
Endorsements
/Guarantees to the Third
Parties on Behalf of the
Companies in Mainland China
Name Relationship with The
Company (Note)
0
0
0
0
1
The Company
The Company
The Company
The Company
Nan Ya Plastics
Corporation America
Formosa Industries
Corporation
Formosa Group (Cayman)
Ltd.
Formosa Ha Tinh (Cayman)
Ltd.
Formosa Resources
Corporation
Nan Ya Plastics
Corporation Texas
1
6
6
6
4
9,531,078
223,971,725
223,971,725
223,971,725
27,029,495
4,940,651
18,816,250
20,753,559
3,236,395
139,201
602,120
7,526,500
20,753,559
3,236,395
102,946
602,120
7,526,500
20,753,559
3,236,395
102,946
-
-
-
-
-
0.17%
2.18%
6.02%
0.94%
0.26%
447,943,449
447,943,449
447,943,449
447,943,449
54,058,989
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
N

Note1: The total amount of guarantees and endorsements by the company shall not exceed 1.3 times of the company's net value, and the amount of guarantees and endorsements for a specific enterprise shall not exceed one half of the foregoing total.

Note2: There are seven conditions in which the Company may have guarantees or endorsements for other parties as follows:

  • (1)The Company has business relationship.

  • (2)The Company holds directly and indirectly more than 50% of the voting shares of the subsidiaries.

  • (3)In aggregate, the Company holds directly or its subsidiaries hold indirectly more than 50% of the investee.

  • (4)Subsidiaries in which the Company holds directly or indirectly more than 90% of the voting shares make endoresement and guarantees for each other.

  • (5)The Company is required to provide guarantees or endorsements for the construction project based on the construction contract.

  • (6)The stockholders of the Company provide guarantees or endorsements for the investee in proportion to their stockholding percentage.

  • (7)According to Consumer Protection Act, companies are required to provide guarantees and endorsements for joint and several libility if take part in business of preconstruction real estate.

401

NAN YA PLASTICS CORPORATION SECURITIES HELD AS OF DECEMBER 31, 2019

(EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES) DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 3

Security Holder Category and Name of Security Relationship Between
Issuer of Security and the
Company which Holds
Securities
Account Name December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 Notes
Number of Shares
(in thousands)
Carrying
Value
Shareholding
Percentage
Market Value or
Net Asset Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Mega Internaitonal Private USD Money
Market
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Formosa Group Ocean Marine Investment
Corporation
Formosa Plastics Corporation U.S.A.
Ostendo Technologies Inc.
Formosa Plastics Maritime Corp.
Formosa International Development Co.,
Ltd.
Mai Liao Harbor Administration Corp.
Formosa Plastics Marine Corporation
ASIA Pacific Investment Co.
Formosa Technologies Corporation
WK Technology Fund Ltd.
WK Technology Fund IV Ltd.
Central Leasing Corp.
Chinese Television System Inc.
China Investment & Development
Company,Limited
-
Other related parties
Other related parties
Other related parties
Other related parties
-
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
-
-
-
-
-
Financial assets valued at FVTPL
-current
Financial assets valued at FVTOCI
-current
Financial assets valued at FVTOCI
-current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
12,479
294,793
140,520
3
2
150
352
16,509
39,562
2,429
63,717
2,925
326
460
1,779
1,769
1,287
4,044,356
29,420,352
12,295,469
4,842,526
1,283,210
-
299,258
259,076
896,136
752,699
2,209,623
72,959
8,304
5,573
-
34,075
4,431
-
4.63%
2.40%
19.00%
0.51%
0.12%
18.00%
18.00%
17.98%
15.00%
14.99%
12.50%
1.63%
1.08%
1.07%
1.04%
0.80%
4,044,356
29,420,352
12,295,469
4,842,526
1,283,210
-
299,258
259,076
896,136
752,699
2,209,623
72,959
8,304
5,573
-
34,075
4,431
Note 1

402

Security Holder Category and Name of Security Relationship Between
Issuer of Security and the
Company which Holds
Securities
Account Name December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 Notes
Number of Shares
(in thousands)
Carrying
Value
Shareholding
Percentage
Market Value or
Net Asset Value
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics Corporation
America
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Nan Ya Plastics (Hong Kong)
Co., Ltd.
Formosa Plastics Group
Investment Corp.
Formosa Plastics Group
Investment Corp.
Nan Ya International (Cayman)
Limited
Taiwan Aerospace Corp.
Guang Yuan Securities Investment
Consulting Corporation
Nan Ya Photonics Inc.
Mega Growth Capital Venture
Double Oak (Bonds)
Sutton (Bonds)
American Overseas Reinsurance Co., Ltd.
(Preferred Stock)
MBIA Insurance Corp. (Preferred Stock)
Hua Ya (Dong Ying) Plastics Corp.
Hua Ya (Wu Hu) Plastics Corp.
WK Technology Fund Ltd.
WK Technology Fund IV Ltd.
Formosa Ha Tinh (Cayman) Ltd.
-
-
Other related parties
-
-
-
-
-
-
-
-
-
Other related parties
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTPL
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
Financial assets valued at FVTOCI
-non current
1,070
5,000
6,646
2,500
-
-
-
-
-
-
1,935
658
621,178
18,849
26,600
110,131
19,746
180,019
330,592
106,768
207,347
199,951
180,342
12,318
18,576
11,407,727
0.79%
3.91%
14.42%
1.97%
-
-
-
-
15.00%
15.00%
2.42%
3.60%
11.43%
18,849
26,600
110,131
19,746
180,019
330,592
106,768
207,347
199,951
180,342
12,318
18,576
11,407,727

Note 1 : The Company pledged its shares of Formosa Plastics Corporation of 12,736 thousand common shares amounting to $1,271,053.

403

NAN YA PLASTICS CORPORATION

INDIVIDUAL SECURITIES ACQUIRED OR DISPOSED OF WITH ACCUMULATED AMOUNT EXCEEDING THE LOWER OF TWD300 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 4

Company
holding
securities
Security type
and name
Account Counter
-party
Relationship Beginning Beginning Purchase Purchase Sale Sale Sale Sale Ending Ending
Shares (in
thousands)
Amount Shares (in
thousands)
Amount Shares (in
thousands)
Price Cost Gain (loss)
on disposal
Shares (in
thousands)
Price
The
Company
Nan Ya
Plastics
(Hong
Kong) Co.,
Ltd.
The
Company
Nan Ya
PCB
Corporation
Nan Ya Plastics
(Hong Kong) Co.,
Ltd.
Nan Ya Electronic
Materials
(Huizhou) Co.,
Ltd.
Formosa
Resources
Corporation
Formosa
Advanced
Technologies
Co.,Ltd
Investments
accounted
for using
equity
method
Investments
accounted
for using
equity
method
Investments
accounted
for using
equity
method
Investments
accounted
for using
equity
method
Nan Ya
Plastics
(Hong
Kong) Co.,
Ltd.
Nan Ya
Electronic
Materials
(Huizhou)
Co., Ltd.
Formosa
Resources
Corporatio
n
Formosa
Taffeta
Co., Ltd.
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
Investments
accounted for
using equity
method
844,053
-
584,594
-
79,668,326
1,965,292
5,370,047
-
109,200
-
157,000
13,267
4,308,591
4,308,591
1,570,000
472,968
953,253
-
741,594
13,267
85,283,330
(Note 1)
6,351,352
(Note 1)
6,615,934
(Note 1)
475,710
(Note 1)

Note 1 : End of period amount includes investment income and transaction adjustment under equity method and the effect of exchange changes.

404

NAN YA PLASTICS CORPORATION

ACQUISITION OF INDIVIDUAL REAL ESTATE WITH AMOUNT EXCEEDING THE LOWER OF TWD300 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 5

TABLE 5
Company Name Name of Property Transaction
Date
Transaction
Amount
Status of
Payment
Counter-party Relationship
with the
Company
Disclosure of Information on Previous Transfer
of Equipment is Required for Related
Parties who are also the Counter Parties
References
for
Determining
Price
Purpose of
Acquisition
and Current
Condition
Others
Owner Relationship
with the
Company
Date of
Transfer
Amount
Nan Ya Plastics
Corporation Texas
Nan Ya Plastics
Corporation Texas
Nan Ya Plastics
Corporation Texas
Nan Ya Plastics
Corporation Texas
Nan Ya Plastics
Corporation Texas
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
Construction in
progress and eqipment
2019.04
2019.05
2019.06
2019.07
2019.08
396,685
853,524
822,674
530,544
368,674
Paid
Paid
Paid
Paid
Paid
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Formosa Heavy
Industries Corporation
Associates
Associates
Associates
Associates
Associates
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Negotiation
Negotiation
Negotiation
Negotiation
Negotiation
Plant
expansion
Plant
expansion
Plant
expansion
Plant
expansion
Plant
expansion
None
None
None
None
None

NAN YA PLASTICS CORPORATION DISPOSAL OF INDIVIDUAL REAL ESTATE WITH AMOUNT EXCEEDING THE LOWER OF TWD 300 MILLION OR 20% OF THE CAPITAL STOCK FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan Dollars)

TABLE 6

TABLE 6
Company Name Name of Property Transaction
Date
Acquisition
Date
Book Value Transaction amount Amount actually
receivable
Gain (Loss)
fom Disposal
Counter-
party
Relationship with
the Company
Purpose of
Disposal
References for
Determining
Price
Others
Nan Ya Draw
Textured Yarn
(Kunshan) Co., Ltd.
Polyester plant
esterfication process
equipment
2019.01.24 2007.07~2016
.05
1,309,580 1,247,436 40% received, final
payment due after
acceptance
(62,144) Formosa
Industries
Corporation
Associates Asset
Activation and
operating
performance
Asset Valuation
Report
None

405

NAN YA PLASTICS CORPORATION INFORMATION REGARDING RELATED-PARTIES PURCHASES AND/OR SALES EXCEEDING 100 MILLION OR 20% OF THE COMPANY'S PAID-IN-CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 7

TABLE 7
Company Name Related Party Relationship Transaction Details Abnormal Transaction Notes/Accounts (Payable) Receivable Notes
Purchases /
(Sales)
Amount % to total
purchase/(sales)
Credit Period Unit
Price
Payment
Term
Ending
Balance
% to Total
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Ya PCB (Kunshan) Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Nan Ya PCB Corporation
Formosa Petrochemical Corporation
Nanya Technology Corporation
Formosa Taffeta Co., Ltd.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation Texas
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries Corporation
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics (Guangzhou) Co., Ltd.
Formosa Plastics Corporation
Formosa Chemicals and Fiber Corporation
Formosa Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Chung Petrochemical Corporation
The Company
Nan Ya PCB (Kunshan) Corporation
Formosa Advanced Technologies Co.,Ltd
Nan Ya PCB Corporation
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Advanced Technologies Co.,Ltd
The Company
China Man-made Fiber Corporation
Formosa Petrochemical Corporation
The Company
Other related parties
Other related parties
Subsidiaries
Associates
Associates
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Associates
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Other related parties
Other related parties
Associates
Subsidiaries
Subsidiaries
Parent
Subsidiaries
Associates
Subsidiaries
Same chairman
Associates
Parent
Other related parties
Associates
Parent
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(Sales)
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(1,184,681)
(7,531,843)
(976,163)
(1,422,244)
(144,369)
(872,256)
(553,828)
(325,829)
(396,946)
(4,427,438)
(934,785)
(4,418,060)
(2,521,147)
(618,908)
(266,521)
(228,823)
(123,484)
(187,763)
11,978,383
24,442,785
30,339,000
2,548,914
3,382,831
976,163
8,438,867
(106,503)
(8,438,867)
1,655,334
(215,081)
(3,382,831)
(3,361,822)
5,040,286
228,823
(0.77)%
(4.87)%
(0.63)%
(0.92)%
(0.09)%
(0.56)%
(0.36)%
(0.21)%
(0.26)%
(2.86)%
(0.60)%
(2.85)%
(1.63)%
(0.40)%
(0.17)%
(0.15)%
(0.08)%
(0.12)%
11.46%
23.39%
29.04%
2.44%
3.24%
6.07%
52.47%
(0.41)%
(61.01)%
19.67%
(1.55)%
(50.06)%
(49.75)%
89.15%
4.05%
30 days
30 days
30 days
30 days
30 days
30 days
O/A105 days
O/A105 days
O/A105 days
O/A180 days
O/A150 days
O/A150 days
O/A150 days
O/A150 days
O/A150 days
30 days
30 days
O/A150 days
30 days
30 days
30 days
30 days
30 days
30 days
30 days
70 days
30 days
60 days
70 days
30 days
15th day of next month
15th day of next month
30 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-








-







-















57,849
632,141
83,490
87,584
9,888
85,949
281,253
71,817
0
2,254,032
291,773
1,138,058
258,445
269,959
1,065
14,678
7,470
54,176
(1,080,354)
(1,923,275)
(2,358,012)
(241,454)
(329,258)
(83,490)
(978,457)
16,398
978,457
(130,455)
46,710
329,258
313,981
(487,616)
(14,678)
0.32%
3.50%
0.46%
0.48%
0.05%
0.48%
1.56%
0.40%
0.00%
12.48%
1.62%
6.30%
1.43%
1.49%
0.01%
0.08%
0.04%
0.30%
(9.82)%
(17.48)%
(21.43)%
(2.19)%
(2.99)%
(4.18)%
(49.04)%
0.25%
50.28%
(14.75)%
2.40%
51.19%
48.81%
(96.55)%
(2.91)%

406

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) Receivable Notes/Accounts (Payable) Receivable Notes
Purchases /
(Sales)
Amount % to total
purchase/(sales)
Credit Period Unit
Price
Payment
Term
Ending
Balance
% to Total
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
PFG Fiber Glass (Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
The Company
Formosa Chemicals and Fiber Corporation
Formosa Petrochemical Corporation
The Company
Formosa Plastics Corporation U.S.A.
The Company
Nan Ya Plastics Corporation America
Formosa Industries Corporation
Formosa Plastics Corporation U.S.A.
Nan Ya Plastics Corporation U.S.A.
Formosa Plastics Corporation U.S.A.
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries (Ningbo) Co., Ltd.
Formosa Plastics Corporation
Formosa Industries (Ningbo) Co., Ltd.
The Company
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries (Ningbo) Co., Ltd.
Formosa Plastics Corporation
The Company
Formosa Industries (Ningbo) Co., Ltd.
Nanya Kyowa Plastics (Nantong) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Chemicals and Fiber (Ningbo) Corporation
The Company
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya PCB (Kunshan) Corporation
PFG Fiber Glass (Kunshan) Co., Ltd.
The Company
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
The Company
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Parent
Other related parties
Other related parties
Parent
Other related parties
Parent
Subsidiaries
Other related parties
Other related parties
Subsidiaries
Other related parties
Parent
Subsidiaries
Subsidiaries
Other related parties
Other related parties
Other related parties
Parent
Parent
Subsidiaries
Other related parties
Other related parties
Parent
Other related parties
Joint venture
Subsidiaries
Subsidiaries
Other related parties
Parent
Subsidiaries
Same chairman
Subsidiaries
Parent
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Parent
Subsidiaries
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
(Sales)
(Sales)
(Sales)
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(Sales)
(2,548,914)
462,079
229,233
123,484
762,014
553,828
118,192
(175,567)
(328,436)
(118,192)
229,374
325,829
(2,790,904)
275,369
226,523
432,111
434,314
187,763
4,427,438
3,720,449
109,958
159,162
934,785
1,046,261
(330,017)
(129,795)
(3,786,561)
6,221,820
266,521
(3,720,449)
(1,655,334)
(275,369)
4,418,060
251,162
2,790,904
3,786,561
129,795
618,908
(251,162)
(69.49)%
20.30%
10.07%
5.42%
29.16%
21.19%
4.52%
(0.55)%
(1.04)%
(0.37)%
0.83%
1.17%
(79.40)%
18.38%
21.37%
22.88%
23.00%
9.94%
49.93%
41.96%
6.98%
2.60%
15.25%
17.07%
(5.08)%
(22.18)%
(33.69)%
72.74%
3.12%
(7.94)%
(3.53)%
(0.59)%
12.46%
0.71%
7.87%
10.68%
0.37%
24.49%
(7.92)%
30 days
30 days
30 days
30 days
payment within one
h
O/A 105 days
payment within one
h
O/A 105 days
payment within one
h
payment within one
h
payment within one
h
O/A 105 days
60 days
60 days
60 days
O/A 150 days
60 days
O/A 150 days
O/A 180 days
180 days
60 days
O/A 150 days
O/A 150 days
60 days
60 days
60 days
60 days
60 days
O/A 150 days
180 days
60 days
60 days
O/A 150 days
60 days
60 days
60 days
60 days
O/A 150 days
60 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-



-



-
















-













241,454
(35,903)
(16,845)
(7,470)
(49,326)
(281,253)
0
170,923
0
0
(11,219)
(71,817)
269,349
(20,862)
(33,010)
(149,140)
(41,500)
(54,176)
(2,254,032)
(2,408,494)
(12,641)
(97,889)
(291,773)
(59,540)
79,907
7,526
335,747
(579,512)
(1,065)
2,408,494
130,455
20,862
(1,138,058)
(16,029)
(269,349)
(335,747)
(7,526)
(269,959)
16,029
74.66%
(23.90)%
(11.22)%
(4.97)%
(11.85)%
(67.56)%
0.00%
5.67%
0.00%
0.00%
(4.81)%
(30.80)%
64.67%
(8.34)%
(36.23)%
(51.40)%
(14.30)%
(18.67)%
(47.96)%
(51.24)%
(7.01)%
(14.31)%
(42.64)%
(8.70)%
4.47%
2.49%
51.42%
(96.47)%
(0.18)%
15.79%
0.86%
0.14%
(36.49)%
(0.51)%
(8.64)%
(10.77)%
(0.24)%
(85.71)%
7.70%

407

NAN YA PLASTICS CORPORATION RECEIVABLES FROM RELATED PARTIES WITH AMOUNTS EXCEEDING THE LOWER OF TWD100 MILLION OR 20% OF THE CAPITAL STOCK December 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 8

TABLE 8
Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Amounts
Received in
Subsequent
Periods
Allowance
for Bad
Debts
Amount Action
Taken
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya PCB (Kunshan) Corporation
Nan Chung Petrochemical Corporation
Nan Chung Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Ya Plastics Corporation America
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
The Company
Nan Ya Plastics Corporation America
Nan Ya Plastics Corporation America
Nan Ya PCB Corporation
Nan Ya Plastics (Nantong) Co., Ltd.
Formosa Chemicals and Fiber Corporation
Nan Ya Plastics Corporation U.S.A.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Formosa Industries Corporation
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya PCB Corporation
The Company
China Man-made Fiber Corporation
The Company
Formosa Industries Corporation
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Huizhou) Co., Ltd.
Nan Ya PCB (Kunshan) Corporation
Formosa Plastics Marine Corporation
Nan Ya Plastics Corporation Texas
Nan Ya Plastics Corporation U.S.A.
The Company
Nan Ya Plastics (Ningbo) Co., Ltd.
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Assosiates
Subsidiaries
Subsidiaries
Parent
Other related parties
Parent
Other related parties
Subsidiaries
Subsidiaries
Subsidiaries
Same chairman
Other related parties
Subsidiaries
Subsidiaries
Parent
Subsidiaries
Receivables from related parties:
632,141
Receivables from related parties:
281,253
Receivables from related parties:
2,254,032
Receivables from related parties:
291,773
Receivables from related parties:
1,138,058
Receivables from related parties:
258,445
Receivables from related parties:
269,959
Receivables from related parties:
978,457
Receivables from related parties:
329,258
Receivables from related parties:
313,981
Receivables from related parties:
241,454
Receivables from related parties:
170,923
Receivables from related parties:
269,349
Receivables from related parties:
335,747
Receivables from related parties:
2,408,494
Receivables from related parties:
130,455
Other receivables from related parties:
5,640,819
Other receivables from related parties:
12,042,400
Other receivables from related parties:
286,237
Other receivables from related parties:
4,000,000
Other receivables from related parties:
1,631,271
10.77
1.88
2.01
3.86
3.75
4.94
2.50
9.47
10.33
10.22
10.16
2.05
9.54
20.07
1.46
10.59
Note
Note
Note
Note
Note













-



















-






626,437
4
72,922
206,664
432,426
93,197
105,855
978,457
326,840
307,149
241,454
170,923
269,349
335,747
520,388
130,455
























408

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Periods
Allowance
for Bad
Debts
Amount Action
Taken
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electronic Materials (Kunshan) Co., Ltd.
Nan Ya Electric (Nantong) Co., Ltd.
China Nantong Huafeng Co., Ltd.
China Nantong Huafeng Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Plastics (Zhengzhou) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
Nan Ya PCB (Kunshan) Corporation
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
Nan Ya Draw Textured Yarn (Kunshan) Co., Ltd.
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
Other receivables from related parties:
526,495
504,917
138,097
133,781
720,694
215,777
4,837,710
280,509
1,639,902
258,932
310,718
155,359
135,076
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
















































Note: The turnover rate of other receivables from related parties can not be calculated.

409

NAN YA PLASTICS CORPORATION INFORMATION ON INVESTEES (EXCLUDING THOSE IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 9

TABLE 9
Investor Company Investee Company Location Major Operations Original Investment Amount Balance as of December 31, 2019 Mid-term
maximum
shareholding or
capital
Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation U.S.A.
(Note)
Nan Ya Plastics Corporation America
(Note)
Nan Ya Plastics (Hong Kong) Co.,
Ltd. (Note 1)
Superior World Wide Trading Co.,
Ltd. (Note 1)
Formosa Synthetic Rubber (Hong
Kong) Corporation Limited (Note)
PFG Fiber Glass (Hong Kong)
Corporation Limited (Note 1)
Formosa Industries Corporation (Note
2)
Nan Ya PCB Corporation
Formosa Plastics Group Investment
Corp.
Nanya Technology Corporation
Formosa Environmental Technology
Corporation
Formosa Petrochemical Corporation
PFG Fiber Glass Corporation
Nan Chung Petrochemical
Corporation
Wen Fung Industrial Co., Ltd.
U.S.A.
U.S.A.
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Vietnam
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
production of plastic
products
production of plastic,
polyester and chemical
plastics, electronic
products trading, and
plastics trading and
investment
production of synthetic
rubber products
investment
chemical fiber, dying
and finishing and
production of printed
circuit board
investment
semiconductor
production and
environmental
protection
production of chemical
products
production of glass
fiber
production of chemical
products
production of
electronic components
313,920
7,853,605
39,166,673
33,677
4,162,010
4,495,987
8,435,875
4,480,417
76,859
52,438,472
672,370
24,647,480
2,648,131
1,000,002
214,236
313,920
7,853,605
34,858,082
33,677
4,162,010
4,495,987
8,435,875
4,480,417
76,859
52,438,472
672,370
24,647,480
2,648,131
1,000,002
214,236
2
60
953,253
14
135,000
76
-
432,745
5,000
907,304
46,257
2,201,306
100,000
100,000
18,738
100.00%
100.00%
100.00%
100.00%
32.53%
100.00%
42.50%
66.97%
100.00%
29.71%
26.99%
23.11%
100.00%
50.00%
100.00%
1,862,003
41,583,838
85,283,330
778,245
2,249,187
7,737,129
8,163,096
19,551,043
86,873
45,168,287
250,241
76,273,869
4,196,150
1,169,804
250,287
100.00%
100.00%
100.00%
100.00%
32.53%
100.00%
42.50%
66.97%
100.00%
29.91%
26.99%
23.11%
100.00%
50.00%
100.00%
13,498
1,454,262
4,524,884
60,095
(564,873)
83,276
350,666
308,203
202
9,824,600
366
36,798,213
182,704
34,675
5,182
13,498
1,454,262
4,524,884
60,095
(183,754)
63,291
149,033
207,963
202
2,926,374
99
8,501,950
9,811
17,535
5,182
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3

410

Investor Company Investee Company Location Major Operations Original Investment Amount Original Investment Amount Balance as of December 31, 2019 Balance as of December 31, 2019 Balance as of December 31, 2019 Mid-term
maximum
shareholding or
capital
Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Nan Ya Plastics Corporation
America (Note)
Nan Ya Plastics Corporation
America (Note)
Nan Ya Plastics Corporation
Texas (Note)
Formosa Automobile Sales
Corporation
Ya Tai Development Corporation
Formosa Heavy Industries
Corporation
Formosa Fairway Corporation
Formosa Plastics Transport
Corporation
Hwa Ya Science Park Management
Consulting Co., Ltd.
Yi Jih Development Corporation
Mai Liao Power Corporation
Formosa Synthetic Rubber
Corporation
Formosa Resources Corporation
Formosa Group (Cayman) Limited
(Note)
Formosa Plastics Construction
Corporation
Nan Ya International (Cayman)
Limited (Note)
FG Inc. (Note)
Formosa Utility Venture, Ltd.(Note)
Nan Ya Plastics Corporation Texas
(Note)
Formosa Olefins, L.L.C. (Note)
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Islands
Taiwan
Cayman
Islands
U.S.A.
U.S.A.
U.S.A.
U.S.A.
production of
automobile
development industry
machinery industry
transportation business
transportation business
service business
construction business
electricity generation
business
production of synthetic
rubber products
mining industry
investment
construction business
investment
investment
electricity generation
and trading
production of chemical
products
chemical business
945,028
53,941
2,497,721
33,340
67,254
359
58,000
5,985,465
446,000
7,415,940
377
100,000
18,784,619
891,746
240,848
9,934,980
2,070,540
945,028
53,941
2,497,721
33,340
67,254
359
58,000
5,985,465
400,000
5,845,940
377
100,000
18,784,619
660,176
240,848
9,934,980
2,070,540
27,046
1,304
651,706
4,699
6,566
34
5,800
547,025
44,600
741,594
13
10,000
52
2
-
3
-
45.00%
44.96%
32.91%
33.34%
33.33%
34.00%
29.22%
24.94%
33.33%
25.00%
25.00%
33.33%
100.00%
10.00%
12.10%
100.00%
21.00%
181,332
18,020
7,247,995
82,185
1,062,879
2,606
64,672
11,050,586
292,635
6,615,934
653,576
75,521
11,407,973
869,209
2,419,574
8,565,565
1,374,730
45.00%
44.96%
32.91%
33.34%
33.33%
34.00%
29.22%
24.94%
33.33%
25.00%
25.00%
33.33%
100.00%
10.00%
12.10%
100.00%
21.00%
170,099
(1,856)
124,778
(16,684)
137,544
2,908
876
2,199,499
(2,050)
(605,807)
145,410
(20,335)
-
(132,609)
1,150,743
(745,044)
(1,781,360)
76,547
(834)
41,066
(5,563)
45,849
988
256
548,596
(684)
(151,452)
36,352
(6,778)
-
(13,261)
139,665
(745,044)
(374,086)
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3

411

Investor Company Investee Company Location Major Operations Original Investment Amount Original Investment Amount Balance as of December 31, 2019 Balance as of December 31, 2019 Balance as of December 31, 2019 Mid-term
maximum
shareholding or
capital
Net Income of
Investee
Investment Income
(Loss) Recognized
by the Investor
Company
Notes
December 31,
2019
December 31,
2018
Shares
(in thousands)
% Carrying
Value
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB Corporation
Nan Ya PCB (HK)
Corporation
Wen Fung Industrial Co., Ltd.
Superior World Wide Trading
Co., Ltd. (Note 1)
Nan Ya PCB (HK) Corporation
Nan Ya PCB (U.S.A.) Corporation
Formosa Advanced Technologies
Co.,LTD.
Nan Ya PCB (Kunshan) Corporation
Wellink Technology Corporation
P.T.Indonesia Nanya Indah Plastics
Co.
Hong Kong
U.S.A.
Taiwan
China
Taiwan
Indonesia
production of
electronic products and
retargeting
IC packaging, testing
and modules
production of printed
circuit board
production of
electronic components
production of plastic
products
5,020,900
3,479
472,968
5,017,721
212,017
121,835
5,020,900
3,479
-
5,017,721
212,017
121,835
1,223,820
1,000
13,267
-
12,739
5
100.00%
100.00%
3.00%
100.00%
100.00%
50.00%
9,603,122
13,739
475,710
9,589,396
135,753
259,090
100.00%
100.00%
3.00%
100.00%
100.00%
50.00%
(86,474)
676
1,262,495
(86,812)
1,767
122,511
(86,474)
676
1,550
(86,812)
1,767
61,256
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
  • Note : The reporting currency of Nan Ya Plastics Corporation USA, Nan Ya Plastics Corporation America, Formosa Synthetic Rubber (Hong Kong) Corporation Limited, Formosa Group (Cayman)

  • Limited, Nan Ya Internaitonal (Cayman) Limited, , FG Inc., Formosa Utility Venture, Ltd, Nan Ya Plastics Corporation Texas, and Formosa Olefins, L.L.C is denominated in USD,

  • and the exchange rate of TWD to USD as of December 31, 2019 (in average) is 30.106(30.924) : 1 .

  • Note 1 : The reporting currency of Nan Ya Plastics (Hong Kong) Co., Ltd., Superior World Wide Trading Co., Ltd. and PFG Fiber Glass (Hong Kong) Corporation Limited is denominated in HKD,

  • and the exchange rate of TWD to HKD as of December 31, 2019 (in average) is 3.8597(3.9646) : 1.

  • Note 2 : The reporting currency of Formosa Industries Corporation, Vietnam is denominated in VND, and the exchange rate of TWD to VND as of December 31, 2019 (in average) is 1 : 0.001299(0.001331) .

  • Note 3 : Investment income of the current period does not include cumulative translation adjustment and capital surplus adjustment.

412

NAN YA PLASTICS CORPORATION INFORMATON ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (Expressed in thousands of New Taiwan Dollars)

TABLE 10

(a) Information regarding investments in Mainland China :

Name of the PRC Investee Company Primary Business Scope Amount of
Paid-in
Capital
Method of Investment Investment
Transferred from
Taiwan as of
January 1, 2019
For The Year Ended
December 31, 2019
For The Year Ended
December 31, 2019
Investment
Transferred from
Taiwan as of
December 31, 2019
Current
Income of
Investees
Direct and Indirect
Shareholding
Percentage by the
Company
Investment
Gain (Loss)
Carrying Value of
Investment as of
December 31, 2019
Accumulated Inward
Remittance of Earnings as
of December 31, 2019
Outflow Inflow
Nan Ya Plastics (Guangzhou) Co., Ltd.
Nan Ya Plastics (Xiamen) Co., Ltd.
Nan Ya Plastics (Huizhou) Co., Ltd.
Nan Ya Electronic Materials (Huizhou)
Co., Ltd.
Nan Ya Trading (Huizhou) Co., Ltd.
Nan Ya Plastics (Nantong) Co., Ltd.
China Nantong Huafeng Co., Ltd.
Nantong Huafu Plastics Co., Ltd.
Nan Ya Electric (Nantong) Co.,
Nanya Kyowa Plastics (Nantong) Co.,
Ltd.
Nan Ya Electronic Materials (Kunshan)
Co., Ltd.
Nan Ya Draw Textured Yarn
(Kunshan) Co., Ltd.
Nan Ya Plastics (Zhengzhou) Co., Ltd.
Nan Ya Plastics (Ningbo) Co., Ltd.
PFG Fiber Glass (Kunshan) Co., Ltd.
production of polyester products
production of plastic products
production of polyester products
production of electronic materials
trading
production of plastic products, steam and
electricity
trading
trading
production of switch gear and control panel
interior decorating business
production of electronic materials, polyester
products, steam and electricity
production of polyester products
production of plastic products
production of plastic products and plasticizer
production of glass fiber
1,998,681
775,457
2,527,462
5,489,509
32,267
4,540,736
93,004
79,111
339,275
200,988
15,159,216
7,035,085
261,737
2,188,834
4,668,263
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
Indirect investment
1,998,681
738,752
2,418,397
1,180,918
32,267
3,008,918
99,636
71,503
339,275
100,494
15,159,216
7,035,085
130,869
1,989,308
4,487,409
-
-
-
4,308,591
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,998,681
738,752
2,418,397
5,489,509
32,267
3,008,918
99,636
71,503
339,275
100,494
15,159,216
7,035,085
130,869
1,989,308
4,487,409
(17,017)
93,803
104,835
322,453
867
362,886
6,880
2,596
42,247
95,175
3,272,429
(209,593)
(4,008)
440,322
90,954
100.00%
85.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
50.00%
100.00%
100.00%
(17,017)
79,733
104,835
322,453
867
362,886
6,880
2,596
42,247
47,588
3,272,429
(209,593)
(2,004)
440,322
90,954
2,320,387
1,012,561
3,227,086
6,351,352
57,756
9,791,555
330,760
92,991
1,104,469
199,844
56,406,047
203,014
58,603
1,886,579
7,708,418
611,825
72,820
-
-
-
103,612
-
-
-
-
-
-
-
-
149,416

413

Name of the PRC Investee Company Primary Business Scope Amount of
Paid-in
Capital
Method of Investment Investment
Transferred from
Taiwan as of
January 1, 2019
For The Year Ended
December 31, 2019
For The Year Ended
December 31, 2019
Investment
Transferred from
Taiwan as of
December 31, 2019
Current
Income of
Investees
Direct and Indirect
Shareholding
Percentage by the
Company
Investment
Gain (Loss)
Carrying Value of
Investment as of
December 31, 2019
Accumulated Inward
Remittance of Earnings as
of December 31, 2019
Outflow Inflow
Hua Ya (Dong Ying) Plastics Corp.
Hua Ya (Wu Hu) Plastics Corp.
Formosa Synthetic Rubber (Ningbo)
Limited Corporation
production of plastic products
production of plastic products
synthetic rubber
254,190
624,948
12,777,590
Indirect investment
Indirect investment
Indirect investment
34,591
34,591
4,162,010
-
-
-
-
-
-
34,591
34,591
4,162,010
-
-
(564,873)
15.00%
15.00%
32.53%
-
-
(183,754)
199,951
180,342
2,249,187
23,020
12,687
-

Note: All companies disclosed within the investment income of the current year column are recognized according to the audited financial statements of the Company, except for Formosa Synthetic Rubber (Ningbo) Co., Ltd., which are recognized according to the financial statements audited by an international accounting firm.

(b) Quota for investments in Mainland China :

Accumulative Remittance from
Taiwan to Mainland China as of
September 30, 2019(Note 1)
Amount of Investment Approved by
Investment Commission, Ministry of
Economic Affairs(Note 2)
Limit on the Amount of Investment in
Mainland China (Note 3)
47,590,969 53,616,900 -

Note 1:Reporting currency of Chinese subsidiaries is CNY, and the monetary amount is first translated to HKD using the exchange rate as of December 31, 2019 (in average) is 1:1.1181(1.1311), and translated to TWD using the exchange rate as of December 31, 2019 (in average) is 1:3.8597(3.9646). Note 2:It includes the amount of $3,010,315 from capital increase out of earnings and capital increase out of capital surplus.

Note 3:The Industrial Development Bureau of the MOEA issued a letter to the Company stating that it qualifies under Section 12 of the Statute for Upgrading Industries.

Note 4 : The accumulative remittance from Taiwan to Mainland China, end of the period includes the amount of Nan Ya Plastics (Anshan) Co., Ltd.

(c) Information on significant transactions

For more information concerning the direct or indirect significant transactions between the Company and its Chinese investees for the year ended December 31, 2019, please refer to the attatchemant of note 13 for "Information on material transaction items".

414