OPC - AGM Information 2022 | FinancialReports.eu

Stock Code: 1321

Ocean Plastics Co., Ltd.

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2022Annual General Meeting

Meeting Handbook

June 21, 2022

I	Meeting Procedure	1
II	Meeting Agenda	2
	1. Reported matters	3
	2. Acknowledged matters	5
	3. Matters for discussion	6
	4. Questions and Motions	6
	5. Adjournment	6
III.	Attachment
	1. 2021 Business report	7
	2. 2021 Financial Statements	9
	3. 2021 Audit committee report	27
	4. 2021 Table of director’s remuneration	28
	5. Corporate Governance Best Practice Principles	29
	6. 2021Earnings distribution table	42
	7. Amendment comparison table of the procedures for acquisition or	43
	disposal of assets
IV.	Appendix
	1. Rules of Procedure for Shareholders Meetings	51
	2. Articles of Incorporation	55
	3. Status of shares held by directors	60

Ocean Plastics Co., Ltd.

2022 Annual General Meeting

Meeting Procedure

1. Call the meeting to order

Chairperson remarks
Management Presentations
Proposals
Discussion
Questions and Motion
Adjournment

Ocean Plastics Co., Ltd. 2022Annual General Meeting

Kind of Meeting: Physical Shareholders’ Meeting

Time: 09:00 a.m. (Tuesday) June 21, 2022

Place: Taoyuan Staff Service Center,

No. 375, Haihu E. Road, Luzhu District, Taoyuan City

Meeting Agenda:

Call the meeting to order
Chairperson remarks
Management Presentations
(1) 2021 Business Report
(2) Audit Committee’s Review Report on the 2021 Business Report and Financial Statements
(3) Employee compensation and director compensation distribution of this company in 2021
(4) 2021 Table of director’s remuneration
(5) Formulating this company’s “Corporate Governance Best Practice Principles”
Proposals
(1) Adoption of the 2021 Business Report and Financial Statements
(2) A proposal for 2021 earnings distribution of this company, please acknowledge

it.

Discussion
(1) Amendment to the Operational procedures for Acquisition and Disposal of

Assets

Questions and Motion
Adjournment

【Management Presentations】

1. 2021 Business Report

Explanation:

(1) The net operating income of this company for 2021 years was NTD5,730,874,000, up 30% over the previous year, and the consolidated net operating income was NTD6,490,333,000, up 30.33% over the previous year.
(2) Business reports and Financial Statements, please refer to attachments 1 and 2 (Meeting Handbook, pp7~26).
Audit Committee’s Review Report on the 2021Business Report and Financial Statements

Explanation:

(1) The company's 2021 Financial Statements, which have been verified and certified by accountants, together with Business Report and Earning Distribution Table, have been reviewed by the Audit Committee completely, and an Audit Report has been submitted. Please refer to attachment 3 (Meeting Handbook, p27).
(2) The convenor of the Audit Committee is urged to read the Audit Report.
Employee compensation and director compensation distribution of the company in 2021

Explanation:

(1) In accordance with Article 22 of the Company's Articles of Incorporation, if there is a profit in the annual accounts, no less than 1% shall be allocated as employee compensation to and no more than 2% shall be allocated as director compensation. However, if the Company still has accumulated losses, the amount of compensation shall be reserved.
(2) In 2021, the Company allocated 1.7% of the employee compensation of NT$ 6,108,396 and 1.3% of the director compensation of NT$4,671,126, all of which were paid in cash. This case has been approved by the 5th meeting of the 21st Board of Directors.

Report on the remuneration of the Company’s director in 2021

Explanation:

The remuneration policy, system, standard and structure of the Company for general directors and independent directors, and the correlation between the compensation amount and the responsibility, risk, investment time and other factors are stated as follows:

(1) The remuneration of the Company's directors includes remuneration, director compensation, and business execution expenses. In accordance with Article 17 of the Company’s Articles of Incorporation, directors may be remunerated in accordance with the usual industry practice, and the board of directors is authorized to set such remuneration. Independent directors may receive fixed remuneration without participating in the distribution of directors' compensation. The directors shall be paid carriage fees as determined by the board of directors' meeting and shall be paid regardless of the Company's profit or loss.
(2) In accordance with Article 22 of the Company's Articles of Incorporation, not less than 1% of the Company's annual profit shall be allocated to employee compensation and not more than 2% to director compensation.
(3) When an independent director serves as a member of the Audit Committee or the Compensation Committee, he or she shall receive remuneration for attending the meetings in person.
(4) Table of director’s remuneration, please refer to attachment 4 (Meeting Handbook, p28).
Set the company’s “Corporate Governance Best Practice Principles” Explanation:

To achieve a rooted corporate governance culture, we intend to set the Company’s "Corporate Governance Best Practice Principles, according to the "Corporate Governance Best Practice Principles for TWSE/TPEx" jointly formulated by the Taiwan Stock Exchange and the Over-the-Counter Securities Trading Center. Please refer to attachment 5 (Meeting Handbook, pp29~41).

【Proposals】

Adoption of the 2021Business Report and Financial Statements.

(Proposed by the Board)

Explanation:

(1) The company's 2021 final accounts booklet has been verified and approved by accountants Chen Chen-Chien, and Huang Yung-Hua of Zhenqian and Huang Yonghua of KPMG, Taiwan, and an audit report has been issued and approved by the board of directors.
(2) Please refer to Attachment 1, 2 and 3 (Meeting Handbook, pp7~27) for more information about the above financial statements and business reports reviewed and completed by the Audit Committee.
(3) Please acknowledge it.

Resolution:

2. Adoption of the Proposal for Distribution of 2021 Profits.

(Proposed by the Board)

Explanation:

(1) The Company's accumulated earnings for the previous period amounted to NT$249,459,994. After adding the remeasurement of the defined benefit plan of NT$3,379,491 and the net income of NT$319,368,254 for the year ended December 31, 2011, the distributable earnings for the current period amounted to NT$572,207,739.
(2) After the above-mentioned distributable amount is set aside as legal reserve of NT$32,274,775 and cash dividends of NT$159,059,788 (NT$0.7/per share) are distributed, the undistributed surplus at the end of the period is 380,873,176.
(3) For the 2021Earnings Distribution Table, please refer to attachment 6 (Meeting Handbook, p42).
(4) Please acknowledge it.

Resolution:

【Discussion】

To amend some of the provisions of "Procedures for Acquisition or Disposal of Assets" of the company, please vote publicly.

(Proposed by the Board)

Explanation:

(1) Amended some of the provisions of “Procedures for Acquisition or Disposal of Assets for TWSE/TPEx listed company” and some provisions that need to be amended in the company's business, according to the order of file No. jin-guan-zheng-zi 1110380465 issued by Financial Supervisory Commission on January 28, 2022.
(2) For the amendment comparison table of the procedures for acquisition or disposal of assets, please refer to attachment 7 (Meeting Handbook, pp43~50).
(3) Please vote publicly.

Resolution:

【Questions and Motions】

【Adjournment】

Attachment 1

Ocean Plastics Co., Ltd. 2021 Business report

The global economy in 2021 will continue the situation of 2020, affected by the US-China trade war and the variant of COVID-19. Taiwan's economy is less affected than other countries. In terms of daily life, there are relatively few restrictions, and the overall plastic industry is not affected by 2020. There is a significant growth in revenues in 2021, but the price difference between VCM raw materials and PVC powder shrinks in 2021 due to the price fluctuation of upstream petrochemical raw materials. And in terms of export, due to factors such as high freight costs and clogged ports in the United States; as a whole, in 2021 there was a slight decrease in benefits compared with 2020.

In 2022, the COVID-19 pandemic continues, and the political and economic situation around the world is still turbulent. Problems such as the surge of raw materials caused by the Russia-Ukraine war, the rise of export freight rates, and the clogged ports in the United States are still unresolved, affecting the normal life and business activities of many people. We will carefully observe changes in the overall plastic industry. Under the government's continuous economic revitalization program, the country's overall economic prosperity has been boosted. We will continue to focus our efforts on improving the revenue and profits of our subsidiaries, and the revitalization of idle assets to increase profits has always been our goal.

Implementation achievements of business plan:
The company's turnover in 2021 was NT$5,730,874,000, an increase of NT$1,322,719,000, or 30.00%, compared with NT$4,408,155,000 in 2020; the operating cost rate in 2021 was 92.85%, an increase of 3.32% compared with the operating cost rate in 2020, which was 89.53%. The operating gross profit in 2021 was NT$409,665,000, a decrease of NT$51,698,000 from NT$461,363,000 in 2020, and the gross profit margin dropped from 10.47% to 7.15%. The operating expenses in 2021 was NT$439,812,000, an increase of NT$129,762,000, compared with the 2020 operating expenses of NT$310,050,000. The net operating loss in 2021 was NT$30,147,000, an increase of NT$181,460,000 from the net operating profit of NT$151,313,000 in 2020. The non-operating net profit was NT$375,305,000 due to the investment income recognized under equity method, adjustments for change in value of currentfor equity, and dividend income under the equity method. The annual pre-tax net profit was NT$345,158,000, a decrease of NT$384,962,000 compared with the 2020 pre-tax net profit of NT$730,120,000, and the income tax expense was NT$25,790,000, making this year's current net profit NT$319,368,000. Other comprehensive gains and losses for the current period were -NT$76,203,000, and the total comprehensive profit and loss for the current period was NT$243,165,000.

Budget implementation: Unit: NTD1,000

udget implementation:		Unit:	NTD1,000
Item		2021
	Actual Amount	Budget Amount	Achievement Rate %
Net OperatingRevenue	5,730,874	4,300,129	133.27
Gross Profit	409,665	407,372	100.56
OperatingIncome	-30,147	113,453	-26.57
Non-operatingIncome	375,305	159,120	235.86
Income before Tax	345,158	272,574	126.63
Income Tax Benefit (Expense)	-25,790	-22,691	-113.66
Net Income	319,368	249,883	127.81

Note: Financial projections are not required to be disclosed under the regulations.

Analysis of financial income and expenses and profitability.

			Unit:	NTD1,000
Item	2021	2020	Increase or decrease	Increase or decrease rate
NetOperatingRevenue	5,730,874	4,408,155	1,322,719	30.00%
Net Income	319,368	715,152	-395,784	-55.34%

Return on Assets:3.52%, Return On Equity:4.83%, Net Profit Margin: 5.57%, and Earnings Per Share: NTD1.45.

R&D Status:
(1) Successful development of hollow ball microcapsule 400nm/1300nm particle size specification formulation polymerization technology.
(2) Successful development of TPE wood-like high-impact formulation technology.
(3) Successful development of TPE wood-like red phosphorus flame-resistant formulation technology: passed UL94V0 flame-resistance test.
(4) NonP plasticizer type PVC high soft medical pellets: passed ISO10993-5 cytotoxicity test.

Chairman:

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Manager:

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Accountant Supervisor:

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Independent Auditors’ Report

To the Board of Directors of Ocean Plastics Co., Ltd:

Opinion

We have audited the consolidated financial statements of Ocean Plastics Co., Ltd and its subsidiaries (“ the Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, 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 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of Ocean Group Ltd., Fermat Enterprises Ltd. and Universe Enterprises Ltd., subsidiaries of the Group, nor Chun Pin Enterprise Co., Ltd., an associate of the Group, which represented investment in another entity accounted for using the equity method. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Ocean Group Ltd., Fermat Enterprises Ltd., Universe Enterprises Ltd., and Chun Pin Enterprise Co., Ltd., is based solely on the reports of other auditors. The financial statements of Ocean Group Ltd., Fermat Enterprises Ltd. and Universe Enterprises Ltd. reflect total assets constituting 7% and 6% of consolidated total assets at December 31, 2021 and 2020, and total operating revenues constituting 13% and 12% of consolidated total operating revenues for the years then ended, respectively. The investment in Chun Pin Enterprise Co., Ltd. accounted for using the equity method constituting 3% of consolidated total assets at December 31, 2021 and 2020, respectively, and the related share of profit of associates and joint ventures accounted for using the equity method constituting 22% and 19% of consolidated total profit before tax for the years then ended, respectively.

Ocean Plastics Co., Ltd has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.

4-1

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.

1. Inventory evaluation

Please refer to note 4(h) for the accounting policy on “ Inventory” and note 6(f) for components of inventories and expenses.

Description of key audit matter:

The Group’ s inventories are mainly midstream and downstream products of petrochemicals (PVC) and related products. The measurement of the net realizable value and obsolescence of inventories is uncertain because of involvement of management's subjective judgement. Therefore, we have considered inventory valuation to be a key audit matter.

How the matter was addressed in our audit:

Our principal audit procedures in this area included, among others: understanding inventory valuation policies to ensure that the process of inventory valuation was in conformity with the accounting policies, which included sampling the sources of the market prices adopted in inventory valuation to ascertain the appropriateness, and sampling inventories to test the accuracy of the aging report; reviewing the estimate of allowance for inventory loss in prior periods, and comparing it with the method and assumption used in estimating allowance for inventory loss for the current period, so as to assess the reasonableness; inspecting the sales after the balance sheet date, in order to ensure that inventory valuation was appropriate.

2.Revenue recognition

Please refer to note 4(o) for the accounting policy on “Revenue recognition” and note 6(u) for information about revenue recognition.

Description of key audit matter:

The Group engages in manufacturing and selling plastics materials and downstream plastic products (plastic construction tubing, plastic cloth, plasticized synthetic leather, etc.). Considering the high trade volume and decentral customers of the Group, the control of products transfers at different time points might impact the time of revenue recognition. Therefore, revenue recognition has been identified as a key matter in our audit.

How the matter was addressed in our audit:

Our principal audit procedures in this area included, among others: evaluating the reasonableness of revenue recognition; understanding and testing the internal control of sales and collection cycles to ascertain if the implement was operative; checking individual sales transactions, customer orders, shipping certificates, invoices and other documents; delving into the periods before and after the balance sheet date, in order to evaluate if the period of revenue recognition tallied with the trade condition and shipping documents.

4-2

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4-3

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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 Cheng-Chien Chen and Yung-Hua Huang.

KPMG

Taipei, Taiwan (Republic of China) March 23, 2022

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1137 Current financial assets at amortized cost (note 6(d)) 1170 Notes and trade receivables, net (note 6(e)) 130X Inventories (note 6(f)) 1470 Other current assets (note 6(k) and 7) Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) 1535 Non-current financial assets at amortised cost, net (note6(d)) 1550 Investments accounted for using equity method (note 6(g)) 1600 Property, plant and equipment (note 6(h) and 8) 1755 Right-of-use assets(note 6(i) and 7) 1760 Investments property, net (note 6(j) and 8) 1900 Other non-current assets (note 6(k)) Total assets	December 31, 2021 Amount % $ 414,256 3 436,198 3 - - 751,866 6 968,087 7 86,494 1 2,656,901 20 9,326 - 1,169,824 9 21,715 - 417,247 3 3,450,776 28 192,346 1 4,995,629 38 66,419 1 10,323,282 80 $ 12,980,183 100	December 31, 2020 Amount % 413,217 3 264,727 2 33,693 - 663,174 5 510,217 5 121,256 2 2,006,284 17 16,237 - 1,251,957 10 21,585 - 407,945 3 3,522,618 30 51,513 - 4,850,298 40 46,725 - 10,168,878 83 12,175,162 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(m) and 8) 2170 Notes and trade payables 2200 Other payables 2220 Other payables to related parties (note 7) 2300 Other current liabilities (note 6(l)(o)(u) and 7) 2320 Long-term liabilities, current portion (note 6(n) and 8) Non-Current liabilities: 2540 Long-term borrowings (note 6(n) and 8) 2570 Deferred tax liabilities 2640 Net defined benefit liability, non-current (note 6(q)) 2670 Other non-current liabilities, others (note 6(o) and 7) Total liabilities Equity attributable to owners of parent (note 6(s)): 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury shares Total equity Total liabilities and equity	December 31, 2021	December 31, 2021		December 31, 2020
			Amount	%		Amount % 200,000 2 490,131 4 223,654 2 3,204 - 33,729 - 54,167 - 1,004,885 8 2,981,931 24 1,428,647 12 108,107 1 47,475 - 4,566,160 37 5,571,045 45 2,272,283 19 7,792 - 3,507,899 29 852,332 7 (36,189) - 6,604,117 55 12,175,162 100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4100 Operating revenues, net(note 6(u)) 5000 Operating costs (note 6(f) and 7) 5900 Gross profit from operation 6000 Operating expenses (note 6(e)(h)(i)(j)(q)(v) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Net operating income (loss) 7000 Non-operating income and expenses: 7100 Interest income (note 6(w)) 7010 Other income (note 6(w) and 7) 7020 Other gains and losses, net (note 6(w)) 7050 Finance costs (note 6(w)) 7060 Share of profit of associates accounted for using equity method (note 6(g)) Total non-operating income and expenses Profit from continuing operations before income tax 7950 Less: Income tax expenses (note 6(r)) Profit from continuing operations Profit and loss of discontinued operations: 8101 Profit (loss) from discontinued operations after income tax (note 12(b)) Profit 8300 Other comprehensive income: 8310 Items 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 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income Total comprehensive income Earnings per share (NT dollars) (note 6(t)) 9750 Basic earnings per share Basic earnings per share from continuing operations Basic earnings per share from discontinued operations Total basic earnings per share 9850 Diluted earnings per share Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations	2021 Amount % $ 6,490,333 100 6,005,716 93 484,617 7 371,412 6 133,676 2 11,496 - 434 - 517,018 8 (32,401) (1) 4,344 - 165,860 3 151,077 2 (15,400) - 78,728 1 384,609 6 352,208 5 32,840 1 319,368 4 - - 319,368 4 3,378 - (82,133) (1) - - (78,755) (1) 2,552 - - - 2,552 - (76,203) (1) $ 243,165 3 $ 1.45 0.00 $ 1.45 $ 1.45 0.00 $ 1.45	2020
		Amount % 4,980,018 100 4,379,893 88 600,125 12 224,452 5 130,466 3 8,654 - 3,859 - 367,431 8 232,694 4 4,475 - 59,954 1 47,261 1 (19,808) - 77,137 2 169,019 4 401,713 8 27,616 1 374,097 7 341,055 7 715,152 14 (8,014) - 564,796 11 - - 556,782 11 4,717 - - - 4,717 - 561,499 11 1,276,651 25 1.69 1.55
		3.24
		1.69 1.55
		3.24

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

			Equity attributable to owne	Equity attributable to owne	Equity attributable to owne	Equity attributable to owne	Equity attributable to owne	s of parent	s of parent			Treasury shares	Total equity
Share capital	Capital surplus		Retained earnings					Total other equity interest
								Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total other equity interest
Ordinary shares		Legal reserve	Special reserve	Unappropriated retained earnings		Total retained earnings
$ 2,272,283 - - - - 2,272,283 - - - - - - - $ 2,272,283	7,792	-	2,978,245		(172,343) 715,152 (8,014) 707,138 (5,141) 529,654 (52,965) (227,228) (280,193) 319,368 3,378 322,746 - 572,207		2,805,902	(44,124) - 4,717 4,717 - (39,407) - - - - 2,552 2,552 - (36,855)	321,802		277,678	(36,189) - - - - (36,189) - - - - - - - (36,189)	5,327,466 715,152 561,499 1,276,651 - 6,604,117 - (227,228) (227,228) 319,368 (76,203) 243,165 6,543 6,626,597
	- -	- -	- -						- 564,796		- 569,513
	-	-	-						564,796		569,513
	-	-	-						5,141		5,141
	7,792 - -	- 52,965 -	2,978,245 - -						891,739 - -		852,332 - -
	-	52,965	-						-		-
	- -	- -	- -
	-	-	-
	6,543	-	-
	14,335	52,965	2,978,245

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit from continuing operations before tax Profit from discontinued operations, before tax Profit before tax Adjustments: Adjustments to reconcile loss: Depreciation expense Expected credit loss Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (profit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plan and equipment Property, plan and equipment transferred to expenses Loss (gain) on disposal of investment properties Loss (gain) on disposal of non-current assets classified as held for sale Loss (gain) on disposal of investments Total adjustments to reconcile loss Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Inventories Other current assets Other financial assets Operating assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payable Other payable to related parties Provisions Other current liabilities Net defined benefit liability Other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments	2021 $ 352,208 - 352,208 206,568 434 (121,883) 42,828 (4,344) (97,957) (78,728) - 441 (18,689) - (1,385) (72,715) (11,570) (77,565) (457,870) 33,586 - (19,914) (533,333) 19,613 169,110 304,731 13,185 (121) 1,081 94 (2,924) - 504,769 (28,564) (101,279)	2020 401,713 341,055 742,768 207,488 3,859 (70,562) 47,479 (4,475) (29,459) (77,137) 3,351 803 - (341,054) 11,965 (247,742) 2,470 (109,795) 1,680 (64,039) (14,831) 69,571 (114,944) 14,970 (38,111) 13,783 66,758 (336) 1,057 (8,503) (1,789) (69,552) (21,723) (136,667) (384,409)

See accompanying notes to consolidated financial statements.

8-1

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes refund (paid)
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of investment properties
Proceeds from disposal of investment properties
Net cash flows from (used in) investing activities
Cash flows used in financing activities:
Decrease in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

Independent Auditors’ Report

To the Board of Directors of Ocean Plastics Co., Ltd.:

Opinion

We have audited the financial statements of Ocean Plastics Co., Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, 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 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of Ocean Group Ltd., Fermat Enterprises Ltd., Universe Enterprises Ltd. and Chun Pin Enterprise Co., Ltd., which represented investment in another entity accounted for using the equity method. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Ocean Group Ltd., Fermat Enterprises Ltd., Universe Enterprises Ltd., and Chun Pin Enterprise Co., Ltd., is based solely on the reports of other auditors. The investment in Ocean Group Ltd., Fermat Enterprises Ltd. and Universe Enterprises Ltd. and Chun Pin Enterprise Co., Ltd. accounted for using the equity method constituting 10% of total assets at both December 31, 2021 and 2020, and the related share of profit of associates and joint ventures accounted for using the equity method constituting 21% and 70% of total profit before tax for the years then ended, respectively.

3-1

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.

1. Inventory valuation

Please refer to note 4(g) for the accounting policy on “ Inventory” and note 6(e) for components of inventories and expenses.

Description of key audit matter:

The Company's inventories are mainly midstream and downstream products of petrochemicals (PVC) and related products. The measurement of the net realizable value and obsolescence of inventories is uncertain because of involvement of management's subjective judgement. Therefore, we have considered inventory valuation to be a key audit matter.

How the matter was addressed in our audit:

2.Revenue recognition

Please refer to note 4(n) for the accounting policy on “Revenue recognition” and note 6(s) for information about revenue recognition.

Description of key audit matter:

The Company engages in manufacturing and selling plastics materials and downstream plastic products (plastic construction tubing, plastic cloth, plasticized synthetic leather, etc.). Considering the high trade volume and decentral customers of the Company, the control of products transfers at different time points might impact the time of revenue recognition. Therefore, revenue recognition has been identified as a key matter in our audit.

How the matter was addressed in our audit:

3-2

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 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 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 auditors’ 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.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

3-3

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.

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 Cheng-Chien Chen and Yung-Hua Huang.

KPMG

Taipei, Taiwan (Republic of China) March 23, 2022

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying parent company only 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 auditors’ report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1170 Notes and trade receivables, net (note 6(d)(s) and 7) 130X Inventories (note 6(e)) 1470 Other current assets (note 7) Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (note 6(g) and 8) 1755 Right-of-use assets (note 6(h)) 1760 Investments property, net (note 6(i) and 8) 1840 Deferred tax assets (note 6(p)) 1900 Other non-current assets (note 8) 1942 Long-term accounts receivables due from related parties (note 7) Total assets	December 31, 2021 Amount % $ 145,788 2 206,422 2 755,741 8 714,678 7 63,270 1 1,885,899 20 1,091,906 11 2,710,818 28 3,304,874 34 100,066 1 458,209 5 12,397 - 52,277 1 83,382 1 7,813,929 81 $ 9,699,828 100	December 31, 2020 Amount % 174,196 2 122,404 1 621,278 7 368,484 4 55,228 1 1,341,590 15 1,189,009 13 2,625,733 29 3,367,983 37 27,895 - 488,512 5 12,617 - 32,373 - 84,972 1 7,829,094 85 9,170,684 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(k) and 8) 2171 Notes and trade payables 2200 Other payables 2300 Other current liabilities (note 6(j)(m) and 8) 2230 Current tax liabilities (note 6(p)) 2320 Long-term liabilities, current portion (note 6(l) and 8) Non-Current liabilities: 2540 Long-term borrowings (note 6(l) and 8) 2570 Deferred tax liabilities (note 6(p)) 2640 Net defined benefit liability, non-current (note 6(o)) 2670 Other non-current liabilities, others (note 6(m)(o)) Total liabilities Equity attributable to owners of parent (note 6(q)): 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury shares Total equity Total liabilities and equity	December 31, 2021	December 31, 2021		December 31, 2020
			Amount	%		Amount % 200,000 2 454,723 5 198,879 2 31,970 - - - 54,167 1 939,739 10 1,064,583 12 406,661 4 108,107 1 47,477 1 1,626,828 18 2,566,567 28 2,272,283 25 7,792 - 3,507,899 38 852,332 9 (36,189) - 6,604,117 72 9,170,684 100

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4100 Operating revenues, net (note 6(s) and 7) 5000 Operating costs (note 6(e)(g)(o) and 7) 5900 Gross profit from operation 6000 Operating expenses (note 6(d)(g)(h)(n)(o) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 Total operating expenses 6900 Net operating income (loss) 7000 Non-operating income and expenses: 7100 Interest income (note 6(u)) 7010 Other income (note 6(u)) 7020 Other gains and losses, net (note 6(u)) 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net (note6(f)) Total non-operating income and expenses Profit from continuing operations before income tax 7950 Less: Income tax expenses (note 6(p)) Profit and loss of discontinued operations: Profit 8300 Other comprehensive income: 8310 Items 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 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 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Items that will be reclassified to profit or loss 8361 Exchange differences on translation 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income Total comprehensive income Earnings per share (NT dollars) (note 6(r)) 9750 Basic earnings per share Diluted earnings per share	2021 Amount % $ 5,730,874 100 5,321,209 93 409,665 7 338,874 6 90,578 2 9,926 - 434 - 439,812 8 (30,147) (1) 79 - 155,138 3 83,170 1 (14,854) - 151,772 3 375,305 7 345,158 6 25,790 - 319,368 6 3,378 - (97,103) (2) 14,970 - - - (78,755) (2) 2,552 - - - 2,552 - (76,203) (2) $ 243,165 4 $ 1.45 $ 1.45	2020
		Amount % 4,408,155 100 3,946,792 90 461,363 10 201,858 5 95,679 2 8,654 - 3,859 - 310,050 7 151,313 3 399 - 54,042 1 (8,256) - (19,569) - 552,191 13 578,807 14 730,120 17 14,968 - 715,152 17 (8,014) - 564,192 13 604 - - - 556,782 13 4,717 - - - 4,717 - 561,499 13 1,276,651 30 3.24
		3.24

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Share capital	Capital surplus		Retained earnings	Retained earnings	Retained earnings			Total other equity interest	Total other equity interest			Treasury shares	Total equity
								Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total other equity interest
Ordinary shares		Legal reserve	Special reserve	Unappropriated retained earnings		Total retained earnings
	7,792	-	2,978,245		(172,343) 715,152 (8,014) 707,138 (5,141) 529,654 319,368 3,378 322,746 (52,965) (227,228) - 572,207		2,805,902	(44,124) - 4,717 4,717 - (39,407) - 2,552 2,552 - - - (36,855)	321,802		277,678	(36,189) - - - - (36,189) - - - - - - (36,189)	5,327,466 715,152 561,499 1,276,651 - 6,604,117 319,368 (76,203) 243,165 - (227,228) 6,543 6,626,597
	- -	- -	- -						- 564,796		- 569,513
	-	-	-						564,796		569,513
	-	-	-						5,141		5,141
	7,792 - -	- - -	2,978,245 - -
	-	-	-
	- - 6,543	52,965 - -	- - -
	14,335	52,965	2,978,245

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile loss: Depreciation expense Expected credit loss Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (profit) of subsidiaries,associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Gain on disposal of investment properties Gain on disposal of investments Total adjustments to reconcile loss Changes in operating assets and liabilities: Changes in operating assets: Notes and trade receivables Inventories Other current assets Other financial assets Other operating assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes and trade payables Other payable Provisions Other current liabilities Net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments	2021 $ 345,158 186,816 434 (61,233) 14,854 (79) (91,832) (151,772) - 441 (8,269) (1,385) (112,025) (134,897) (346,194) (788) (17,843) (3,922) (503,644) 11,874 437,376 (4,008) 1,081 99 (2,924) 443,498 (60,146) (172,171)	2020 730,120 191,079 3,859 (28,885) 19,568 (399) (24,381) (552,191) 3,351 803 - - (387,196) (74,866) 22,612 (13,079) (14,831) - (80,164) 23,812 (60,318) 63,585 1,057 (8,838) (1,789) 17,509 (62,655) (449,851)

See accompanying notes to parent company only financial statements.

7-1

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes refund
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from capital reduction of investments accounted for using equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Increase in other receivables due from related parties
Proceeds from disposal of investment properties
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
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 parent company only financial statements.

Attachment 3

To: The company’s 2022 General Shareholder Meeting

Ocean Plastics Co., Ltd. Audit Committee’s Review Report

We hereby accept the 2021 annual business report, the earnings distribution statement submitted by the board of directors of the company, and the 2021 individual financial report and consolidated financial report that have been checked and certified by KGMP, Taiwan, and the audit committee has completed the audit, it is believed that there is no inconsistency, and according to the provisions of Article 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act, it is reported to be reviewed.

Hou, Ming-Li

Convener of Audit Committee

March 23, 2022

Attachment 4

(1-1)2021 Table of director’s remuneration（The method of revealing the names of individual cooperation grades）Unit: NTD1,000

Title	Name	Name			Remuneration	Remuneration	Remuneration	Remuneration			Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) Severance Pay (F) Employee Compensation (G)	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income(%)	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income(%)	Remuneration from ventures other than subsidiaries or from the parent company
			Remuneration (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D)							Severance Pay (F)		Employee Compensation (G)
			The company	Companies in thee consolidated financial statements	The company	Companies in thee consolidated financial statements	The company	Companies in thee consolidated financial statements	The company	Companies in thee consolidated financial statements	The company	Companies in thee consolidated financial statements	The company	Companies in thee consolidated financial statements	The company		Companies in thee consolidated financial statements	The company		Companies in thee consolidated financial statements		The company	Companies in thee consolidated financial statements
																		Cash	Stock	Cash	Stock
Director	Chen Chin-Ming		144	144	0	0	1,751	1,751	35	35	1,930 0.60%	1,930 0.60%	4,123	4,123	0		0	0	0	0	0	6,053 1.90%	6,053 1.90%	No
	Hsuan Yang Investment Co.,Ltd.	Rep. Wang Hai-Lun	144	144	0	0	584	584	30	30	758 0.24%	758 0.24%	0	0	0		0	0	0	0	0	758 0.24%	758 0.24%	No
	WANT WANT CO. LTD.	Rep. Hsieh Yu-Chin	144	144	0	0	584	584	35	35	763 0.24%	763 0.24%	0	0	0		0	0	0	0	0	763 0.24%	763 0.24%	No
	Li Xiang Industry Co.,Ltd.	Rep. Chu Tsung-Pin	144	144	0	0	584	584	35	35	763 0.24%	763 0.24%	0	0	0		0	0	0	0	0	763 0.24%	763 0.24%	No
	Chen Chin-Hsiung		144	144	0	0	584	584	35	35	763 0.24%	763 0.24%	0	0	0		0	0	0	0	0	763 0.24%	763 0.24%	No
	Wang Ju-Keng		82	82	0	0	0	0	15	15	97 0.03%	97 0.03%	0	0	0		0	0	0	0	0	97 0.03%	97 0.03%	No
	Hsieh Tzu-Yun		62	62	0	0	584	584	20	20	666 0.21%	666 0.21%	0	0	0		0	0	0	0	0	666 0.21%	666 0.21%	No
Independent Director	Chang Yi-Yun		384	384	0	0	0	0	30	30	414 0.13%	414 0.13%	0	0	0		0	0	0	0	0	414 0.13%	414 0.13%	No
	Hou Ming-Li		464	464	0	0	0	0	35	35	499 0.16%	499 0.16%	0	0	0		0	0	0	0	0	499 0.16%	499 0.16%	No
	Lin Chao-Min		202	202	0	0	0	0	15	15	217 0.07%	217 0.07%	0	0	0		0	0	0	0	0	217 0.07%	217 0.07%	No
	Chen Wei-Lung		262	262	0	0	0	0	20	20	282 0.09%	282 0.09%	0	0	0		0	0	0	0	0	282 0.09%	282 0.09%	No
	Chien Hsueh-Li		262	262	0	0	0	0	20	20	282 0.09%	282 0.09%	0	0	0		0	0	0	0	0	282 0.09%	282 0.09%	No

Note 1: the tenure of director Wang Ju-Keng and independent director Lin Chao-Minis from July 27, 2021; the new director Hsieh Tzu-Yun and new independent directors Chen Wei-Lung and Chien Hsueh-Li are from July 27, 2021 to July 26, 2024.

Attachment 5

Ocean Plastics Co., Ltd.

Corporate Governance Best Practice Principles

Chapter I General Principles Article 1 The company follows “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies“ that was jointly adopted by the Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx) hereby jointly adopt these Principles, to establish sound corporate governance systems and promote sound development of the securities market. Article 2 When setting up the corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, the company shall follow the following principles: 1. Protect the rights and interests of shareholders.

Strengthen the powers of the board of directors.
Respect the rights and interests of stakeholders.
Enhance information transparency.

Article 3 The company shall follow the Criteria Governing Establishment of Internal Control Systems by Public Reporting Companies and take into consideration the overall operational activities of itself and its subsidiaries to design and fully implement an internal control system, and shall conduct continuing reviews of the system, in order to ensure the continued effectiveness of its design and implementation in light of changes in the company's internal and external environment. The company shall perform full self-assessments of its internal control system. The audit committee shall attend to and supervise the audit reports of the internal audit department. Directors shall periodically hold discussions about reviews of internal control system deficiencies, and the discussions shall be followed up, improvements implemented. The company is advised to establish channels and mechanisms of communication between the independent directors, audit committees, and chief internal auditors,

The management of the company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system. Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval. Article 4 The company appoints a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:

Handling matters relating to board meetings and shareholders meetings according to laws
Producing minutes of board meetings and shareholders meetings 3. Assisting in onboarding and continuous development of directors 4. Furnishing information required for business execution by directors
Assisting directors with legal compliance 6. Other matters set out in the articles or corporation or contracts

Section 1 Article 5 Article 6 Article 7	Chapter II Protection of Shareholders' Rights and Interests Encouraging Shareholders to Participate in Corporate Governance The corporate governance system of the company shall be designed to protect shareholders' rights and interests and treat all shareholders equitably. The company shall establish a corporate governance system which ensures shareholders' rights of being fully informed of, participating in and making decisions over important matters of the company. The company shall convene shareholders meetings in accordance with the Company Act and relevant laws and regulations, and provide comprehensive rules for such meetings. The company shall faithfully implement resolutions adopted by shareholders meetings in accordance with the rules for the meetings. Resolutions adopted by shareholders meetings of the company shall comply with laws, regulations and articles of incorporation. The board of directors of the company shall properly arrange the agenda items and procedures for shareholders meetings, and formulate the principles and procedures for shareholder nominations of directors and supervisors and submissions of shareholder proposals. The board shall
	also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders meetings at a convenient location, with sufficient time allowed and sufficient numbers
	of suitable personnel assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements. For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee, or at least one supervisor, attend in person, and
	that at least one Article 7member of other functional committees attend
Article 8 Article 9	as representative. Attendance details should be recorded in the shareholders meeting minutes. The company shall encourage its shareholders to actively participate in corporate governance. It is advisable that the company engage a professional shareholder services agent to handle shareholders meeting matters, so that shareholders meetings can proceed on a legal, effective and secure basis. The company shall seek all ways and means, including fully exploiting technologies for information disclosure, to upload annual reports, annual financial statements, notices, agendas and supplementary information of shareholders meetings in both Chinese and English concurrently, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. The company is advised to avoid raising extraordinary motions and amendments to original proposals at a shareholders meeting. The company is advised to arrange for their shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions (no voted), on the Market Observation Post System. The company, in accordance with the Company Act and other applicable laws and regulations, shall produce the shareholders meeting minutes. The shareholders meeting minutes shall be properly and perpetually kept by the company during its legal existence, and should be sufficiently

disclosed on the company's website. Article 10 The chairperson of the shareholders meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the company. The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will. In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meetings, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures. Article 11 The company shall place high importance on the shareholder right to know, and shall faithfully comply with applicable regulations regarding information disclosure in order to provide shareholders with regular and timely information on company financial conditions and operations, insider shareholdings, and corporate governance status through the MOPS or the website established by the company. To protect its shareholders' rights and interests and ensure their equal treatment, the company shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market. It is advisable that the rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of a the company become aware of the contents of the company's financial reports or relevant results. Article 12 The shareholders shall be entitled to profit distributions by the company. In order to ensure the investment interests of shareholders, the shareholders meeting may, pursuant to Article 184 of the Company Act, examine the statements and books prepared and submitted by the board of directors and the reports submitted by the audit committee or supervisors, and may decide profit distributions and deficit off-setting plans by resolution. In order to proceed with the above examination, the shareholders meeting may appoint an inspector. The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records, assets, particulars, documents and records of specific transaction of the company. The board of directors, audit committee or supervisors, and managers of the company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any circumvention, obstruction or rejection. Article 13 In entering into material financial and business transactions such as acquisition or disposal of assets, lending funds, and making endorsements or providing guarantees, the company shall proceed in accordance with the applicable laws and/or regulations and establish operating procedures in relation to these material financial and business transactions which shall be reported to and approved by the shareholders meeting so as to protect the interests of the shareholders. When the company is involved in a merger, acquisition or public tender offer, in addition to proceeding in accordance with the applicable laws and/or regulations, it shall not only pay attention to the fairness,

rationality, etc. of the plan and transaction of the merger, acquisition or public tender offer, , but information disclosure and the soundness of the company's financial structure thereafter. The relevant personnel of the company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.

Article 14 The company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholder rights and interests were damaged by a resolution adopted at a shareholders meeting or a board of directors meeting in violation of applicable laws, regulations, or the company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the company's articles of incorporation by any directors, supervisors or managers in performing their duties.
The authorized department of the company shall appropriate handling of matters referred to in the preceding two paragraphs, and that it keep relevant written records for future reference.
Section 2 Establishing a Mechanism for Interaction with Shareholders Article 15 The board of directors of the company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of company's objectives.
Article 16 In addition to communicating with shareholders through shareholders meetings and encouraging shareholders to participate in such meetings, the board of directors of the company shall engage with shareholders in an efficient manner to ascertain shareholders' views and concerns, and expound company policies explicitly, in order to gain shareholders' support.

Section 3 Corporate Governance Relationships Between the Company and Its Affiliated Enterprises

Article 17 The company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.
Article 18 The director of the company who engages in any transaction for himself or on behalf of another person that is within the scope of the company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent.
Article 19 The company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks they deal with and customers and suppliers, and implement the necessary control mechanisms to reduce credit risk.
Article 20 When the company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions shall be prohibited. All transactions or contracts made by and between the company and its affiliated persons and shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited.

Article 21 A corporate shareholder having controlling power over the company shall comply with the following provisions:
It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the company to conduct any business which is contrary to normal business practice or not profitable.
Its representative shall follow the rules implemented by its company with respect to the exercise of rights and participation of resolution, so that at a shareholders meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director or supervisor.
It shall comply with relevant laws, regulations and the articles of incorporation of the company in nominating directors or supervisors and shall not act beyond the authority granted by the shareholders meeting or board meeting.
It shall not improperly intervene in corporate policy making or
- obstruct corporate management activities.
It shall not restrict or impede the management or production of the company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels.
The representative that is designated when a corporate shareholder has been elected as a director or supervisor shall meet the company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.
Article 22 The company shall retain at all times a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons with ultimate control over those major shareholders.
The company shall disclose periodically important information about its shareholders holding more than 10 percent of the outstanding shares of the company relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares.

The major shareholder indicated in the first paragraph refers to those who owns 5 percent or more of the outstanding shares of the company or the shareholding stake thereof is on the top 10 list.

Chapter III Enhancing the Functions of the Board of Directors
Section 1 Structure of the Board of Directors Article 23 The board of directors of the company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings. The structure of the company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

The composition of the board of directors shall be determined by taking diversity into consideration and shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

Ability to make operational judgments.
Ability to perform accounting and financial analysis.

Ability to conduct management administration.
Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Ability to lead.
Ability to make policy decisions.

Article 24 The company shall, according to the principles for the protection of shareholder rights and interests and equitable treatment of shareholders, establish a fair, just, and open procedure for the election of directors, encourage shareholder participation, and adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views.

Unless the competent authority otherwise grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of the company. When the number of directors falls below five due to the discharge of a director for any reason, the company shall hold a by-election for director at the following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for director(s).

The aggregate shareholding percentage of all of the directors of the company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed.

Article 25 The company shall specify in its articles of incorporation in accordance with the laws and regulations of the competent authorities that it adopts the candidate nomination system for elections of directors, carefully review the qualifications of a nominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.

Article 26 Clear distinctions shall be drawn between the responsibilities and duties of the chairperson of the board of the company and those of its general manager.

Section 2 Independent Director System Article 27 The company shall appoint independent directors in accordance with its articles of incorporation. They shall be not less than three in number and not less than one-fifth of the total number of directors. If the chairperson and the president are the same person or are spouses or first-degree relatives, the number of independent directors should be increased, and half of the directors should not be employees or managers. Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings. Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the company. If the company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the

candidate is elected as an independent director, the company shall disclose the number of votes cast in favor of the elected independent director.

The "group enterprises and organizations" in the preceding paragraph comprise the subsidiaries of the company, any foundation to which the company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the company.

Change of status between independent directors and non-independent directors during their term of office is prohibited. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange.

Article 28 The company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The company or other board members shall not obstruct, reject or circumvent the performance of duties by the independent directors.

The company shall stipulate the remuneration of the directors according to applicable laws and regulations. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the company, and shall also take the overall operational risks of the company into consideration. Different but reasonable remuneration from that of other directors may be set forth for the independent directors. Section 3 Functional Committees Article 29 For the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors of the company, in consideration of the company's scale and type of operations and the number of its board members, may set up functional committees for auditing, remuneration, nomination, risk management or any other functions, and based on concepts of corporate social responsibility and sustainable operation, may set up environmental protection, corporate social responsibility, or other committees, and expressly provide for them in the articles of incorporation.

Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval, provided that the performance of supervisor's duties by the audit committee pursuant to Article 14-4, paragraph 4 of the Securities and Exchange Act shall be excluded.

Functional committees shall adopt an organizational charter to be approved by the board of directors. The organizational charter shall contain the numbers, terms of office, and powers of committee members, as well as the meeting rules and resources to be provided by the company for exercise of power by the committee.

Article 30 The company establishes an audit committee according to the Articles of Incorporation and the audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with the Securities and

Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE.

Article 31 The company establishes a remuneration committee, and it is advisable that more than half of the committee members be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. Article 32 The company establishes and announces channels for internal and external whistleblowers and have whistleblower protection mechanisms in place. The unit that handles whistleblowers' reporting shall be independent, provide encrypted protection for the files furnished by whistleblowers, and appropriately restrict access to such files. Article 33 The company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall perform regular reviews of the financial conditions and internal control measures of the company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the company shall faithfully implement improvement actions. It is advisable that the company establish channels and mechanisms of communication between the independent directors, the supervisor or audit committee, and the attesting CPA, and to incorporate procedures for that purpose into the company's internal control system for management purposes. The company shall evaluate the independence and suitability of the CPA engaged by the company regularly, and no less frequently than once annually. In the event that the company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors. Article 34 It is advisable that the company engage a professional and competent legal counsel to provide adequate legal consultation services to the company, or to assist the directors, the supervisors and the management to improve their knowledge of the law, for the purposes of preventing any infraction of laws or regulations by the company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures. When, as a result of performing their lawful duties, directors, supervisors or the management are involved in litigation or a dispute with shareholders, the company shall retain a legal counsel to provide assistance as circumstances require. The audit committee or an independent director may retain the service of legal counsel, CPA, or other professionals on behalf of the company to conduct a necessary audit or provide consultation on matters in relation to the exercise of their power, at the expense of the company. Section 4 Rules for the Proceedings and Decision-Making Procedures of Board Meetings Article 35 The board of directors of the company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board meeting, a meeting notice which specifies the purposes of the meeting

shall be sent to each director and supervisor no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors.

The company shall adopt rules of procedure for board meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance Article 36 Company directors shall exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter. Article 37 When a board meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act, an independent director of the company shall attend the board meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting; if the independent director cannot attend the board meeting in person to voice his or her dissenting or qualified opinion, he or she should provide a written opinion before the board meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of directors meeting.

In any of the following circumstances, decisions made by the board of directors shall be noted in the meeting minutes, and in addition, publicly announced and filed on the MOPS two hours before the beginning of trading hours on the first business day after the date of the board meeting:

An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.
The matter was not approved by the audit committee (if the company has set up an audit committee), but had the consent of more than two-thirds of all directors.

During a board meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meetings, make reports on the current business conditions of the company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or other professional may be invited to sit in at the meetings to assist the directors in understanding the conditions of the company for the purpose of adopting an appropriate resolution, provided that they shall leave the meeting when deliberation or voting takes place. Article 38 Staff personnel of the company attending board meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board meeting in accordance with relevant regulations. The minutes of the board of directors meetings shall be signed by the chairperson and secretary of the meeting and sent to each director and supervisor within 20 days after the meeting. The director attendance

records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the company.

Meeting minutes may be produced, distributed, and preserved by electronic means.

A company shall record on audio or video tape the entire proceedings of a board of directors meeting and preserve the recordings for at least 5 years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a board of directors meeting, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply.

Where a board of directors meeting is held via teleconference or video conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently.

When a resolution of the board of directors violates laws, regulations, the articles of incorporation, or resolutions adopted in the shareholders meeting, and thus causes an injury to the company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages.

Article 39 The company shall submit the following matters to its board of directors for discussion:

Corporate business plans.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be CPA audited and attested.
Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities.
The performance assessment and the standard of remuneration of the managerial officers.
The structure and system of director's remuneration. 8. The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the next board meeting for retroactive recognition.
Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority.

Except for matters that must be submitted to the board of directors for discussion under the preceding paragraph, when the board of directors is in recess, it may delegate the exercise of its power to others in accordance with law, regulations, or its articles of incorporation. However, the level of delegation or the content or matters to be delegated

shall be clearly specified, and general authorization is not permitted Article 40 The company shall ask the appropriate corporate department or personnel to execute matters pursuant to board of directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up on those matters and faithfully review their implementation. The board of directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the board's management decisions. Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors Article 41 Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by law for approval in shareholders meetings or in the articles of incorporation, they shall ensure that all matters are handled according to the resolutions of board of directors. The company formulates rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors, functional committees and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments, or in any other appropriate manner, and also to submit the results of performance assessments to the board of directors Article 42 It is advisable for the company to establish a succession plan for the management. The development and implementation of such plan shall be periodically evaluated by the board of directors to ensure sustainable operation. Article 43 The board of directors is advised to evaluate and monitor the following aspects of the company's direction of operation and performance in connection with intellectual properties, to ensure the company develops an intellectual property regulatory system in accordance with the Plan-Do-Check-Act cycle:

Formulate intellectual property regulatory policies, objectives and systems that are slightly associated with the operational strategies.
Develop, implement and maintain on the basis of scale and form its regulatory systems governing the procurement, protection, maintenance and utilization of intellectual properties.
Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property regulatory system.
Observe internally and externally the risks and opportunities that intellectual property regulation may present and adopt corresponding measures.
Plan for and implement a continuous improvement mechanism to ensure the operation and effects of the intellectual property regulatory regime meet the company's expectations.
Article 44 If a resolution of the board of directors violates law, regulations or the company's articles of incorporation, then at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of a supervisor to discontinue the implementation of the resolution, members of the board shall take appropriate measures or discontinue the implementation of such resolution as soon as possible. Upon discovering a likelihood that the company would suffer material injury, members of the board of directors shall immediately report to the audit committee, an independent director member of the audit committee in accordance with the foregoing paragraph.

Article 45 The company shall take out directors liability insurance with respect to

liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the wrongdoings or negligence of a director.

The company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for directors, at the next board meeting.

Article 46 Members of the board of directors are advised to participate in training courses according to “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies” upon becoming directors and throughout their terms of occupancy.

Chapter 4Respecting Stakeholders' Rights

Article 47 The company shall maintain channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the company, respect and safeguard their legal rights and interests, and designate a stakeholders section on its website. When any of a stakeholder's legal rights or interests is harmed, the company shall handle the matter in a proper manner and in good faith.
Article 48 The company shall provide sufficient information to banks and its other creditors to facilitate their evaluation of the operational and financial conditions of the company and its decision-making process. When any of their legal rights or interest is harmed, the company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means.
Article 49 The company shall establish channels of communication with employees and encourage employees to communicate directly with the management, directors, or supervisors so as to reflect employees' opinions about the management, financial conditions, and material decisions of the company concerning employee welfare.
Article 50 In developing its normal business and maximizing the shareholders' interest, the company shall pay attention to consumers' interests, environmental protection of the community, and public interest issues, and shall give serious regard to the company's social responsibility.
Chapter 5 Improving Information Transparency
Section 1 Enhancing Information Disclosure Article 51 The company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE and TPEx rules. The company shall appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.
Article 52 In order to enhance the accuracy and timeliness of the material information disclosed, the company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the company in making statements independently.
In order to implement the spokesperson system, the company shall unify the process of making external statements. It shall require the management and employees to maintain the confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will.

The company shall disclose the relevant information immediately

whenever there is any change to the position of a spokesperson or acting spokesperson.

Article 53 In order to keep shareholders and stakeholders fully informed, the company shall utilize the convenience of the Internet and set up a website containing the information regarding the company's finances, operations, and corporate governance. It is also advisable for the company to furnish the financial, corporate governance, and other relevant information in English. To avoid misleading information, the aforesaid website shall be maintained by specified personnel, and the recorded information shall be accurate, detailed and updated on a timely basis.

Article 54 The company shall hold an investor conference in compliance with the regulations of the TWSE, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the company, or through other channels, in accordance with the TWSE rule. Section 2 Disclosure of Information on Corporate Governance Article 55 The company shall disclose and update from time to time the following information regarding corporate governance in the fiscal year in accordance with laws and regulations:

Board of Directors: Such as the resumes of board members and their responsibilities, the diversity policy and implementation of board members.
Functional Committees: such as the resumes of the members of each functional committee and their powers and responsibilities.
Corporate governance-related regulations: such as the Company’s Articles of Incorporation, board of directors’ procedures, and functional committee organizational regulations and other corporate governance-related regulations.
Important information related to corporate governance: such as setting up corporate governance supervisor information, etc.

Chapter VI Supplementary Provisions

Article 56 The company shall at all times monitor domestic and international developments in corporate governance as a basis for review and improvement of the company’s own corporate governance mechanisms, so as to enhance their effectiveness.

Article 57 The Corporate Governance Best Practice Principles shall be effective upon adoption by the Board of Directors and shall be amended as well. Adopted on December 21, 2021.

Attachment 6

Ocean Plastics Co., Ltd. 2021 Disposition of Net Earnings

		Unit: NTD
Item	Total amount	Remarks
Accumulated distributable earnings at start of period Plus (less): Changes in the remeasured amount of the defined benefit plan for the current period Disposal of equity instruments at fair value through other comprehensive profit or loss - subsidiary Net profit after tax for the current period Distributable surplus at the end of the period Less: Legal surplus reserve Distribution items: Cash dividend (0.7 yuan per share) Undistributed surplus at the end of the period	249,459,994 3,379,491 319,368,254
	572,207,739
	32,274,775 159,059,788
	380,873,176

Chairman:

==> picture [34 x 32] intentionally omitted <==

Manager:

==> picture [33 x 32] intentionally omitted <==

Accountant Supervisor:

==> picture [31 x 33] intentionally omitted <==

Attachment 7

Ocean Plastics Co., Ltd.

Comparison table for the amendments of Guideline for Acquisition and Disposal of Assets

Amended form	Original form	Note
11. Appraisal report of real estate or equipment Except for transactions with governmental institutions, commissioned construction on self-owned land, commissioned construction on leased land, or acquisition or disposal of equipment for business usage, or acquisition or disposal of real estate, equipment or Right-of-use assets by the Company/Subsidiary where the amount reaches 20% of the paid in capital of the company or exceeds NT$300,000,000, appraisal report by professional appraiser shall first be obtained, and the following conditions shall apply: 11.1For special reason limited price or specific price shall be referenced for transaction consideration, then the transaction shall be approved by the board of directors; changes in the transaction terms in the future shall also observe the foregoing procedure. 11.2Transaction amount exceeds NT 1 billion, more than two professional appraisers shall be engaged to appraise the value. 11.3Where the result of appraisal by the professional appraiser meets any one of the following conditions, the Company should request the accountant to opine on the reason for difference and appropriateness of the transaction price: 11.3.1Where the appraisal result and transaction amount differ by more than 20% of the transaction amount. 11.3.2The difference in the values appraised by the two professional appraisers exceeds	11. Appraisal report of real estate or equipment Except for transactions with governmental institutions, commissioned construction on self-owned land, commissioned construction on leased land, or acquisition or disposal of equipment for business usage, or acquisition or disposal of real estate, equipment or Right-of-use assets by the Company/Subsidiary where the amount reaches 20% of the paid in capital of the company or exceeds NT$300,000,000, appraisal report by professional appraiser shall first be obtained, and the following conditions shall apply: 11.1For special reason limited price or specific price shall be referenced for transaction consideration, then the transaction shall be approved by the board of directors; changes in the transaction terms in the future shall also observe the foregoing procedure. 11.2Transaction amount exceeds NT 1 billion, more than two professional appraisers shall be engaged to appraise the value. 11.3Where the result of appraisal by the professional appraiser meets any one of the following conditions, the Company should request the accountant toproceed with Statement on Audit Standards No. 20 issued by Accounting Research and Development Foundation, and opine on the reason for difference and appropriateness of the transaction price: 11.3.1Where the appraisal result and transaction amount differ by more than 20% of the transaction amount.	Cancelled the characters “proceed with Statement on Audit Standards No. 20 issued by Accounting Research and Development Foundation” according laws.

Amended form	Original form	Note
10% of the transaction amount. 11.4 The date of the appraisal report and the date of the contract shall not be apart for more than 3 months, except where the same publicly announced present value applies and have not exceeded six months, then the original opinion issued by the original professional appraiser may be used. 11.5 The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount.	11.3.2The difference in the values appraised by the two professional appraisers exceeds 10% of the transaction amount. 11.4 The date of the appraisal report and the date of the contract shall not be apart for more than 3 months, except where the same publicly announced present value applies and have not exceeded six months, then the original opinion issued by the original professional appraiser may be used. 11.5 The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount.
16.Get expert advice 16.1 A public company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).	16.Get expert advice 16.1A public company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No.20 published by the RDF. This requirement does not apply, however, to publicly quoted prices of	Cancelled the characters “proceed with Statement on Audit Standards No. 20 issued by Accounting Research and Development Foundation” according laws.

Amended form	Original form	Note
16.2 The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. 16.3For acquisition or disposal of assets by way of court auction by the Company, the proof of documentation issued by the court may replace the appraisal report or accountant’s opinion.	securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). 16.2 The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. 16.3For acquisition or disposal of assets by way of court auction by the Company, the proof of documentation issued by the court may replace the appraisal report or accountant’s opinion.
20.Expert evaluation report 20.1Where the Company acquires or disposes of intangible assets of right-of-use assets or membership of transaction value exceeding 20% of the company’s paid in capital or NT$300,000,000, an accountant should be engaged to issue opinion on the reasonableness of the transaction price. 20.2 The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. 20.3 For acquisition or disposal of assets by way of court auction by the Company, the proof of	20. Expert evaluation report 20.1Where the Company acquires or disposes of intangible assets of right-of-use assets or membership of transaction value exceeding 20% of the company’s paid in capital or NT$300,000,000, an accountant should be engaged to issue opinion on the reasonableness of the transaction price, and the accountant should proceed in accordance with SAS No.20. issued by Accounting Research and Development Foundation . 20.2The calculation of the transaction amount shall be done in accordance with the provision of 33.1 to 33.4 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. 20.3For acquisition or disposal of assets by way of court auction by the Company, the proof of	Cancelled the characters “proceed with Statement on Audit Standards No. 20 issued by Accounting Research and Development Foundation” according laws.

Amended form	Original form	Note
documentation issued by the court may replace the appraisal report or accountant’s opinion.	documentation issued by the court may replace the appraisal report or accountant’s opinion.
22Assessment and operational procedures22.1When a public company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and the board of directors : 22.1.1 The purpose, necessity and anticipated benefit of the acquisition or the disposing of assets. 22.1.2The reason for choosing the related party as a trading counterparty. 22.1.3 With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with the provisions of 23.1 to 23.5 herein. 22.1.4 The date and price at which the related party originally acquired the real property, the subject of transaction, and that transaction the relationship to the Company, Subsidiary and the related party. 22.1.5 Monthly cash flow forecasts for	22Assessment and operational procedures 22.1When a public company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and the board of directors : 22.1.1 The purpose, necessity and anticipated benefit of the acquisition or the disposing of assets. 22.1.2The reason for choosing the related party as a trading counterparty. 22.1.3With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with the provisions of 23.1 to 23.5 herein. 22.1.4 The date and price at which the related party originally acquired the real property, the subject of transaction, and that transaction the relationship to the Company, Subsidiary and the related party. 22.1.5 Monthly cash flow forecasts for the year commencing from the	Add 22.4 in accordance with the revised provisions of the law and adjust the original 22.2 to 22.5.

Amended form	Amended form	Original form
the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 22.1.6 An appraisal report from a professional appraiser or a CPA’s opinion obtained in compliance with the preceding article. 22.1.7 Restrictive covenants and other important stipulations associated with the transaction. 22.2 With respect to the types of transactions listed below, when to be conducted between the company and subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the board of directors may delegate the board chairman to decide such matters when the transaction is within NT$100 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 22.2.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 22.2.2 Acquisition or disposal of real property right-of-use assets held for business use. 22.3 When the transaction is submitted to the board of directors for discussion, any objection shall be dealt with in accordance with Article 41. 22.4 The public company or a subsidiary thereof that is not a domestic company will have a transaction set out in paragraph 22.1 and the transaction amount will reach 10 percent or more of the public company’s total assets, the company shall submit the materials in all paragraph 22.1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not		anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 22.1.6 An appraisal report from a professional appraiser or a CPA’s opinion obtained in compliance with the preceding article. 22.1.7Restrictive covenants and other important stipulations associated with the transaction. 22.2 The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with the provision of 33.1 to 33.4herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and the audit committee need not be counted toward the transaction amount. 22.3 With respect to the types of transactions listed below, when to be conducted between the company and subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the board of directors may delegate the board chairman to decide such matters when the transaction is within NT$100 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real property right-of-use assets held for business use. 22.4 When the transaction is submitted to the board of directors for discussion, any objection shall be dealt with in accordance with Article 41.
22.4

	shall submit the materials in all paragraph 22.1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not

		Amended form	Original form	Note
	22.5	apply to transactions between the public company and its parent company or subsidiaries or between
		its subsidiaries. The calculation of the transaction amounts referred to in the paragraphs 22.1 to 22.4 shall be made in accordance with the provision of 33.1 to 33.4herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and the audit committee need not be counted toward the transaction amount.

Chapter 9 Information Disclosures 32Under any of the following circumstances, in connection with the acquisition or disposal of assets, the Company shall, within two days from the day of occurrence of the fact, publicly announce and report the relevant information to the website designated by Financial Supervisory Commission in the appropriate format as prescribed by regulations: 32.1Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 32.2Merger, spin-off, acquisition, or transfer of shares. 32.3Losses from derivatives trading reaching the limits on aggregate losses or losses on individual			Chapter 9 Information Disclosures 32Under any of the following circumstances, in connection with the acquisition or disposal of assets, the Company shall, within two days from the day of occurrence of the fact, publicly announce and report the relevant information to the website designated by Financial Supervisory Commission in the appropriate format as prescribed by regulations: 32.1Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 32.2Merger, spin-off, acquisition, or transfer of shares. 32.3Losses from derivatives trading reaching the limits on aggregate losses or losses on individual	Amend the provisions in accordance with the Act.

Amended form	Original form	Note
contracts set out in the procedures adopted by the company. 32.4 Where equipmentor right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 32.5 Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 32.6 Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 32.7 Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 32.7.1Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan . 32.7.2 Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic	contracts set out in the procedures adopted by the company. 32.4Where equipmentor right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 32.5 Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 32.6 Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 32.7 Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 32.7.1Trading of domestic government bonds. 32.7.2 Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic

Amended form	Original form	Note
securities investment trust enterprises.	securities investment trust enterprises.
43.Date of previous amendments to this Guidelines: In accordance with the Securities and Futures Commission, Ministry of Finance's letter No. 0910006113, the application of the“Key Points for the Handling of Assets Acquired or Disposed by Public Offering Companies”has been discontinued, so the Company's Acquisition or Disposal of Material Assets Processing Procedures" are abolished. In addition, in accordance with the order of file No. tai-cai-zheng-yi-zi 0910006105 issued by Securities and Futures Commission, Ministry of Finance, the formulated and released “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” to formulate this Procedures. These articles were adopted by Shareholders Meeting on June 2, 2003. Amended on June 11, 2007. Amended on June 12, 2012. Amended on June 13, 2013. Amended on Jun3 12, 2014. Amended on June 13, 2017. Amended on June 24, 2019. Amended on June 21, 2022.	43. Date of previous amendments to this Guidelines: In accordance with the Securities and Futures Commission, Ministry of Finance's letter No. 0910006113, the application of the“Key Points for the Handling of Assets Acquired or Disposed by Public Offering Companies”has been discontinued, so the Company's Acquisition or Disposal of Material Assets Processing Procedures" are abolished. In addition, in accordance with the order of file No. tai-cai-zheng-yi-zi 0910006105 issued by Securities and Futures Commission, Ministry of Finance, the formulated and released“Regulations Governing the Acquisition and Disposal of Assets by Public Companies”to formulate this Procedures. These articles were adopted by Shareholders Meeting on June 2, 2003. Amended on June 11, 2007. Amended on June 12, 2012. Amended on June 13, 2013. Amended on Jun3 12, 2014. Amended on June 13, 2017. Amended on June 24, 2019.	Add revision date.

Ocean Plastics Co., Ltd.

Rules of Procedure for Shareholders Meetings

Article 1 The rules of procedures for the Company’s Shareholders Meetings, except as otherwise provided by laws, regulation, or the Memorandum and Articles of Association, shall be as provided in these Rules.
Article 2 The company shall state in the meeting notice the time and place of the acceptance of the shareholder's registration, and other matters that should be noted.
The time for accepting shareholders' registration in the preceding paragraph shall be made at least 30 minutes before the start of the meeting; the registration office shall be clearly marked, and appropriate and competent personnel shall be assigned to handle it.
Shareholders (including his/her agent) shall be admitted to shareholders’ meetings on the basis of attendance passes, attendance cards or other attendance permits. Those persons soliciting proxy forms shall be required to present identification documents for identities check.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
Article 3 Attendance and voting at Shareholders Meetings shall be calculated based on numbers of shares.
Article 4 The board of directors meeting shall be held at the location and during the business hours of the company, or at a place and time convenient to all directors and suitable for holding such a meeting. The start time of convention of a shareholders’ meeting shall not be earlier than 9 a.m. or later than 3 p.m..
Article 5 If a Shareholders Meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board. When the Chairperson of the Board is on leave or for any reason unable to exercise the powers of the Chairperson, he/she shall appoint one of the Managing Directors to act as chair. Where the Chairperson does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair
When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the company. The same shall be true for are presentative of a juristic person director that serves as chair.
If a Shareholders Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting.
Article 6 The Company may appoint designated attorneys, certified public accounts or relevant persons to attend shareholders’ meetings.
Article 7 The Company, beginning from the time it accepts shareholder attendance

registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Taiwan Company Act, the recording shall be retained until the conclusion of the litigation.

Article 8 The chair shall call the meeting to order at the appointed meeting time, At the same time, relevant information such as the number of non-voting rights and the number of shares attended will be announced. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Taiwan Company Act.

When, prior to conclusion of the meeting, the attending share holders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Taiwan Company Act

Article 9 If the shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs(including extraordinary motions), except by a resolution of the share holders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not

speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Article 11 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Article 12 When the government or a legal entity is a shareholder, it may appoint more than one (1) person to attend shareholders’ meetings; provided, however, that a legal entity serving as a proxy to attend a shareholders’ meeting may appoint only one representative to attend the meeting. When a corporate shareholder appoints more than two (2) representatives to attend the meeting, only one representative can speak for each resolution.
Article 13 The chairman may respond or designate other persons to respond after speech of attending shareholders.
Article 14 Chairman at shareholders’ meetings shall provide sufficient opportunity for explanation and discussion of agenda items. When the chairman is of the opinion that a matter has been sufficiently discussed to a degree of that it can be decided by vote, the chairman may announce the discussion ended and bring the matter to vote and arrange adequate voting time.
Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be share holders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. The election of Directors at a shareholders meeting shall be held in accordance with the applicable election rules of the Company.
Article 16 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 17 Unless otherwise specified in the Company Act and the M&A, resolutions shall be adopted by a majority of the votes represented by the attending shareholders. When voting is called, the chairman or its designated person shall be responsible for announcing total voting rights of the attending shareholders for each resolution, and shareholders shall thereafter vote for each resolution accordingly. The result of shareholders’ consents, objections or waiver to vote shall be imported into the Mark Observation Post System on the same day after the

shareholders’ meeting.

Article 18 If there is an amendment or replacement proposal to the original proposal, the chairman shall decide the sequence of voting for such proposals, provided if any one of proposals has been approved, the others shall be deemed vetoed and no further voting is required.
Article 19 The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 20 When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 21 Motions shall be made in writing. In addition to the motions listed on the agenda, amendments to the original motion, substitute motions or other motions proposed by shareholders on an ad hoc basis should be seconded by other shareholders, as should changes to the agenda and motions to adjourn the meeting.
Article 22 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes maybe produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the statistical rights), and shall be retained for the duration of the existence of the Company.
Article 23 All matters not provided for in these Rules, unless otherwise provided by law or the bylaws, are subject to the discretion of the chairman.
Article 24 These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders Meetings.
Amended by the shareholders meeting on May 31, 1999. Amended by the shareholders meeting on May 25, 2000. Amended by the shareholders meeting on June 10, 2002. Amended by the shareholders meeting on June 11, 2007. Amended by the shareholders meeting on June 16, 2009. Amended by the shareholders meeting on June 13, 2013. Amended by the shareholders meeting on June 27, 2021.

Ocean Plastics Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is incorporated as a company limited by shares in accordance with the Company Act and it name shall be大洋塑膠股份有限公司 in Chinese language and OCEAN PLASTICS CO., LTD. in English language.
Article 2 The scope of business of the Company is as follows: 1. Plastic Material Manufacturing and Selling
Plastic Products Manufacturing and Selling
Plastic Industrial with Material Manufacturing and Selling
C801020Petrochemical Materials Manufacturing 。
C801040 Synthetic Resin Manufacturing 6. C801990Other Chemical Materials Manufacturing (Plastic alloy of mixed rubber 。

particles, fiber reinforced plastic of mixed rubber particles, concentrate) 7. H701010Housing and Building Development and Rental 8. H701020Industrial Factory Development and Rental 9. H703010 Factory Building Leasing 10. H703030 Official Building Leasing 11. F401010International Trade 12. F301010 Department Stores 13. F301020 Supermarkets 14. F301030General Merchandise 15. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval

Article 2-1 When the company becomes a shareholder of limited liability in other companies, the total amount of its investments should not subject to the limitation of “not exceed forty percent of the amount of its own paid-up capital” according to the article 13 of the Company Act.
Article 3 The company may make endorsements/guarantees for business according meeting minutes of the board of Directors.
Article 4 The company shall have its head office in Taipei city and its production facility in Taoyuan City, and may, when necessary, set up branch offices and production, transportation and marketing facilities in appropriate locations at home and abroad, whose establishment, alteration and termination shall be subject to the resolution of the board of Directors.

Chapter 2 Shares

Article 5 The total capital stock of the Corporation is NTD 4,000,000,000 divided into 400,000,000 shares of NTD 10 per share. The Board of Directors is authorized to issue these shares separately

Article 6 The company may be exempted from printing any share certificate for the shares issued, and shall register the issued shares with a centralized securities depositary

enterprise Article 7 The shareholder shall deliver to the Company the specimen of his or her seal for inspection, and in the event of any change, the shareholder shall rely on the seal deposited with the Company for the purpose of receiving dividends or exercising all other rights from the Company. Article 8 The company handle its shareholder services according to the Regulations Governing the Administration of Shareholder Services of Public Companies and related laws. . Article 9 Assignment/transfer of shares of the company shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits. Chapter 3 Shareholders’ Meeting Article 10 Shareholders' meeting of the company shall be of two kinds: regular meeting of shareholders and Special meeting of shareholders. The regular meeting of shareholders shall be convened at least once a year within six months after close of each fiscal year; the special meeting of shareholders shall be convened whenever necessary according to the laws and regulations. The shareholders meeting in the preceding paragraph shall, unless otherwise provided for in the Company Act, be convened by the Board of Directors. The chairman of the board of directors shall preside the meetings. In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves. Article 11 Except in the circumstances otherwise provided for in the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession. Article 12 Unless otherwise specified in the Company Act, for the resolution of Shareholders’ meeting, it shall be made by the attendance with over a half of the shareholders holding outstanding number of shares and agreement of over a half of attending shareholders with voting rights.

Chapter 4 Directors and Managers

Article 13 The Company shall have nine to ten directors, among whom there should be not less than three independent directors, and set an audit committee to replace the supervisor, each director shall hold office for a term of three years and is eligible for re-election. The total shareholding of all directors shall be in accordance with the regulations of the competent securities authorities.

The election of directors of the Company adopts the candidate nomination system.

		Shareholders should elect from the list of director candidates.
		As electing directors, the number of votes exercisable in respect of one share shall be
		the same as the number of directors to be elected, and the total number of votes per
		share may be consolidated for election of one candidate or may be split for election of
		two or more candidates. A candidate to whom the ballots cast represent a prevailing
		number of votes shall be deemed a director elect. Independent and non-independent
		directors shall be elected at the same time, but the quota shall be calculated separately.
Article	14	The board of directors is organized by directors, they elect a chairman of the board
		directors from among the directors who represents and handles the all business of the
		company.
Article	15	A board of directors shall meet at least quarterly, a meeting may be called on shorter
		notice when necessary, the meetings of the board of directors shall be convened by the
		chairman of the board of directors. Except as otherwise stated in the Company Act, a
		resolution on a matter at a board of directors meeting requires the approval of a
		majority of the directors present at the meeting that shall be attended by a majority of
		all directors. If a director is unable to attend a board meeting for any reason, he or she
		may appoint another director to attend the meeting by proxy, unless otherwise
		provided in the Company Law, by issuing a power of attorney and listing the scope of
		authority to attend the meeting; a director may accept the appointment to act as the
		proxy referred to one other director only.
		The organizational rules of the board of directors shall be stipulated separately.
		The convening of Directors’ Meeting can be delivered by written mail, E-mail or
		facsimile
Article	16	The Company has an Audit Committee consisting of all independent directors, and the
		relevant organizational procedures shall be established by resolution of the Board of
		Directors; the exercise of its powers and functions and other matters to be followed
		shall be in accordance with the relevant laws and regulations and the Company's
		Articles of Incorporation.
Article	17	The directors shall be paid carriage fees as determined by the board of directors'
		meeting and shall be paid regardless of the Company's profit or loss. Directors may be
		remunerated in accordance with the usual industry practice, and the board of directors
		is authorized to set such remuneration. Independent directors may receive fixed
		remuneration without participating in the distribution of directors' compensation. The
		remuneration of the directors is authorized to be determined by the board of directors'
		meeting.
Article	18	The Company may have a president and a vice president up to four persons who shall
		be appointed and removed by the Board of Directors in accordance with the law.
Article	19	The president undertakes the order of the Chairman of the Board of Directors to
		manage the Company. If the President, who is assisted by the Executive Vice
		President, is unable to perform his duties for any reason, the Chairman of the Board of
		Directors shall appoint one of the Vice Presidents to act in his place.
Article		The company may obtain directors and officers liability insurance with respect to
19-1		liabilities resulting from exercising their duties.

		Chapter 5 Accounting
Article	20	The Company's fiscal year shall be from January 1 to December 31 of each calendar
		year. Final accounting shall be prepared after the end of each fiscal year.
Article	21	The board of directors shall prepare the following statements upon the completion of
		each accounting year:
		1. Business reports;
		2. Financial statements; and
		3. Surplus distribution or loss off-setting proposals. And submit them to the
		generation shareholders meeting for approval in accordance with the law.
Article	22	If there is a profit in the company's annual final accounts, it should set aside not less
		than 1% as employee compensation and not more than 2% as director compensation.
		The above-mentioned benefit refers to the pre-tax benefit before the distribution of
		employee compensation and director compensation.
		The Company may distribute employee compensation to employees of its subsidiaries
		who meet certain criteria.
Article		If there is a net profit after tax for the current period in the annual final accounts of
22-1		the company, it shall first make up for the losses of the previous years, and then
		accrue 10% of the legal surplus reserve and allocate or reverse the special surplus
		reserve according to the regulations, and then add up the accumulated undistributed
		surplus. The distributable surplus is then available for distribution, and the board of
		directors proposes a surplus distribution proposal to the shareholders' meeting for
		distribution in accordance with the Company's dividend policy.
		The dividend policy in the preceding paragraph may be distributed in three ways: cash
		dividends, capitalization of retained earnings, and capitalization of Additional Paid-In
		Capital, depending on the profitability of the year. The distribution shall not be less
		than 20%. If the company has an investment plan or needs to improve its financial
		structure, cash dividends may be issued by capitalization of retained earnings or of
		Additional Paid-In Capital, but the minimum cash distribution ratio shall not be less
		than 10% of the total dividends distributed.
Article	23	The whole or part of dividends and bonuses in preceding article may be issued by new
		shares or by cash under the Company Act. When paid in cash, the company may, by a
		resolution adopted by a majority vote at a meeting of board of directors attended by
		two-thirds of the total number of directors, and in addition thereto a report of such
		distribution shall be submitted to the shareholders’ meeting.
Article	24	Where a company incurs no loss, it may, pursuant to a resolution to be adopted by a
		shareholders’ meeting as required in Company Act, distribute its legal reserve and the
		following capital reserve, in whole or in part, by issuing new shares which shall be
		distributable as dividend shares to its original shareholders in proportion to the
		number of shares being held by each of them or by cash.
		When paid in cash, the company may, by a resolution adopted by a majority vote at a
		meeting of the board of directors attended by two-thirds of the total number of
		directors; and in addition thereto a report of such distribution shall be submitted to the
		shareholders’ meeting.

Chapter 6 Supplementary Provisions

Article 25 The articles of incorporation and by-laws of the Company shall be separately determined by resolution of the Board of Directors. Article 26 Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act. Article 27 This Articles of Incorporation was adopted on April 2, 1965. The 1st amendment was made by shareholders meeting on February 26, 1966. The 2nd amendment was made on June 30, 1967. The 3rd amendment was made on April 25, 1971. The 4th amendment was made on March 5, 1972. The 5th amendment was made on April 8, 1973. The 6th amendment was made on April 28, 1974. The 7th amendment was made on January 26, 1975. The 8th amendment was made on May 30, 1976. The 9th amendment was made on October 11, 1976. The 10th amendment was made on May 22, 1977. The 11th amendment was made on May 28, 1978. The 12th amendment was made on June 3, 1979. The 13th amendment was made on June 1, 1980. The 14th amendment was made on July 5, 1981. The 15th amendment was made on May 17, 1987. The 16th amendment was made on May 15, 1988. The 17th amendment was made on May 14, 1989. The 18th amendment was made on May 27, 1991. The 19th amendment was made on May 17, 1992. The 20th amendment was made on May 14, 1993. The 21st amendment was made on January 13, 1995. The 22nd amendment was made on May 31, 1995. The 23rd amendment was made on May 14, 1996. The 24th amendment was made on May 30, 1997. The 25th amendment was made on December 23, 1997. The 26th amendment was made on May 26, 1998. The 27th amendment was made on October 15, 1998. The 28th amendment was made on May 25, 2000. The 29th amendment was made on June 11, 2001. The 30th amendment was made on June 10, 2002. The 31st amendment was made on June 2, 2003. The 32nd amendment was made on June 20, 2005. The 33rd amendment was made on June 12, 2006. The 34th amendment was made on June 16, 2009. The 35th amendment was made on June 17, 2010. The 36th amendment was made on Jun e12, 2012. The 37th amendment was made on June 12, 2014. The 38th amendment was made on June 13, 2016. The 39th amendment was made on June 24, 2019. The 40th amendment was made on June 22, 2020.

Ocean Plastics Co., Ltd. Chairman: Chen Chin-Ming

Ocean Plastics Co., Ltd. Shareholding of Directors

The paid-up capital is NT$2,272,282,680 by 227,228,268 issued shares.
In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by all directors is 12,000,000 shares.
The number of shares held by individual, and all directors as recorded in the shareholder register as of the closing date of this shareholders meeting is listed in the table below, which has met the percentage standard stipulated in Article 26 of the Securities and Exchange Act.

Position	Name	Current shareholding	%
Chairperson	Chen Chin-Ming	4,695,202	2.066%
Director	Wang Hai-Lun, representative of Hsuan Yang Investment Co., Ltd.	1,440,247	0.634%
Director	Hsieh Yu-Chin, representative of WANT-WANT CO., Ltd.	2,976,669	1.310%
Director	Chu Tsung-Pin, representative of Li Xiang Industry Co., Ltd.	310,000	0.136%
Director	Chen Chin-Hsiung	3,943,860	1.736%
Director	Hsieh Tzu-Yun	10,000	0.005%
Independent Director	Chang Yi-Yun	0	0
Independent Director	Hou Ming-Li	0	0
Independent Director	Chen Wei-Lung	0	0
Independent Director	Chien Hsueh-Li	0	0
Total amount		13,375,978	5.887%

AI assistant

OPC — AGM Information 2022

51776_rns_2022-08-23_0385ef58-4ab4-440b-b70b-85ec451529e1.pdf

Ocean Plastics Co., Ltd.

2022Annual General Meeting

Meeting Handbook

Table of Contents

2022 Annual General Meeting

Meeting Procedure

1. Call the meeting to order

Ocean Plastics Co., Ltd. 2022Annual General Meeting

【Management Presentations】

1. 2021 Business Report

【Proposals】

Resolution:

2. Adoption of the Proposal for Distribution of 2021 Profits.

Resolution:

【Discussion】

Resolution:

【Adjournment】

Ocean Plastics Co., Ltd. 2021 Business report

Independent Auditors’ Report

Opinion

Basis for Opinion

Other Matter

Key Audit Matters

1. Inventory evaluation

Description of key audit matter:

How the matter was addressed in our audit:

2.Revenue recognition

Description of key audit matter:

How the matter was addressed in our audit:

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Independent Auditors’ Report

Opinion

Basis for Opinion

Other Matter

Key Audit Matters

1. Inventory valuation

Description of key audit matter:

How the matter was addressed in our audit:

2.Revenue recognition

Description of key audit matter:

How the matter was addressed in our audit:

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Balance Sheets

December 31, 2021 and 2020

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Ocean Plastics Co., Ltd.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Statements of Cash Flows

OPC AGM Information 2022