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OPC — Annual Report 2020
Aug 3, 2021
51776_rns_2021-08-03_a39c55d8-5b53-480b-8829-c6485ab7f4af.pdf
Annual Report
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Stock Code: 1321
Ocean Plastics Co., Ltd.
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2021 Annual Shareholders’ Meeting Meeting Agenda
Date: June 22, 2021
Table of Contents
| Table of Contents | ||
|---|---|---|
| I. | Meeting Procedure ………………………………………… | 1 |
| II. | Meeting Agenda …………………………………………… | 2 |
| 1. Status Reports …………………..……………………… | 2 | |
| 2. Approvals ……………..…………………… | 3 | |
| 3. Matters for Discussions ……………..…………………… | 3 | |
| 4. Elections ………………………..……………………… | 4 | |
| 5. Matters for Discussions …………..……………………… | 5 | |
| 6. Extempore Motions ………………..……………………… | 6 | |
| 7. Adjournment ……………………..……………………… | 6 | |
| III. | Attachments | |
| 1. 2020 Annual Business Report………………………...…… | 7 | |
| 2. 2020 Financial Statement …………..…………………… | 9 | |
| 3. 2020 Audit Committee Report ..……………… | 27 | |
| 4. 2020 Earnings Distribution Table………………………..… | 28 | |
| 5. Comparison Table of “Rules of Procedure for Shareholders’ | 29 | |
| Meetings” before and after Amendments.……………..… | ||
| 6. Comparison Table of “Rules of Procedure for Election of | 37 | |
| Directors”…………………..… | ||
| IV. | Appendix | |
| 1. Rules of Procedure for Shareholders’ Meeting…………… | 41 | |
| 2. Rules of Procedure for Election of Directors…………… | 47 | |
| 3. Articles of Incorporation ………………………………… | 49 | |
| 4. Shareholding Status of the Directors……………………… | 56 |
Ocean Plastics Co., Ltd.
2021 Annual Shareholders’ Meeting
I. Call the Meeting to Order
II. Chairperson’s Speech
III. Company Reports
IV.Approvals
V. Discussion
VI. Elections
VII. Discussions.
VIII. Extempore Motions
IX. Adjournment
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Ocean Plastics Co., Ltd. 2021 Annual Shareholders’ Meeting
Time: 9:00 A.M., June 22 (Tuesday), 2021
Place: No. 375, Haihu East Rd., Luzhu District., Taoyuan City (Staff Service Center of the Taoyuan Branch of the Company)
Meeting Procedure:
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Call the meeting to order
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Chairperson’s speech
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Company’s reports
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A. 2020 Annual Business Report
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B. 2020 Audit Report by the Audit Committee and the Financial Statement
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C. Report on the distribution of remuneration to employees and directors for 2020
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Approvals
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A. Approval of the 2020 Annual Business Report and the Financial Statements
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B. The Company’s 2020 Earnings Distribution Table is proposed to be approved.
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Discussions
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A. Amendments of the “Rules of Procedure for Shareholders’ Meetings”
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B. Amendments of the “Rules of Procedure for Election of Directors”
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Elections
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A. The 21[st] election of the directors
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Discussions
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A. Discussion on the lifting the competition restrictions for the newly-appointed directors and their representatives
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Extempore Motions
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Adjournment
【Status Reports】
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Propose the Company’s 2020 Annual Business Report. Description:
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(1) For the year ended December 31, 2020, net operating revenues were NT$4,408,155 thousands, a decrease of 1.08% from the previous year, and consolidated net operating revenues were NT$4,980,018 thousands, an increase of 6.94% from the previous year.
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(2) Please refer to Attachment 1 and 2 (pages 7 to 26 of the brochure) for the Annual Business Report and Financial Statements.
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- Propose the 2020 Audit Report from the Audit Committee and the Financial Statement. Description:
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(1) The Company's 2020 annual financial statements have been audited and certified by the accountant along with the business report and the statement of appropriation of earnings, and have been examined by the Audit
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- Committee, which has issued an examination report, as shown in Attachment 3 (page 27 of the brochure).
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(2) The convenor of the Audit Committee was urged to read out the examination report.
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Report on the distribution of remuneration to employees and directors for 2020. Description:
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(1) According to Article 22 of the Company's Articles of Incorporation, if there is a profit in the annual accounts, not less than 1% shall be set aside as remuneration to employees and not more than 2% shall be set aside as remuneration to directors. However, if the Company has accumulated losses, it shall reserve in advance an amount to cover them.
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(2) For the year ended December 31, 2020, the Company provided 1.7% of employees' remuneration of $9,544,916 and 1.3% of directors' remuneration of $7,299,054, all of which were paid in cash.
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(3) The proposal has been approved at the 16th meeting of the 20th Board of Directors.
【Approvals】
- The Company’s 2020 annual business report and financial statements are proposed to be approved. (submitted by the Board of Directors)
Description:
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(1) The company’s 2020 financial statement has been checked and finalized by the accountants Chen-Chien Chen and Yung-Hua Huang of KMPG Taiwan and is recorded with the audit report by the audit committee.
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(2) The aforementioned company’s 2020 annual business report and the 2020 financial statement have been checked and finalized by the Audit Committee. Please refer to the reports mentioned above in Attachment 1, 2, 3 (page 7-27 of the brochure).
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(3) The agenda has been proposed for approval.
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Resolutions:
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The Company’s 2020 Earnings Distribution Table is proposed to be approved. (submitted by the Board of Directors) Description:
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(1) Please refer to the 2020 earnings distribution table on attachment 4 (page 28 of the brochure).
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(2) The agenda has been proposed for approval.
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Resolutions:
【Discussions】
- Amendment of the “Rules of Procedure for Shareholders’ Meetings” (submitted by the Board of Directors).
Description:
- (1) The amendments are made according to in accordance with the relevant
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reference regulations amended by the Taiwan Stock Exchange on June 3, 2020 and January 28, 2021.
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(2) For the comparison table of regulations, please refer to attachment 5 (page 29-36 of this brochure).
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(3) The agenda has been proposed for discussion.
Resolutions:
- Amendments of the “Rules of Procedure for Election of Directors” (submitted by the Board of Directors)
Description:
-
(1) The amendments are made according to in accordance with the relevant reference regulations amended by the Taiwan Stock Exchange on June 3, 2020.
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(2) For the comparison table of regulations, please refer to attachment (page 37-40 of this brochure).
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(3) The agenda has been proposed for discussion.
Resolutions:
【Election】
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Please run the election of 21[st] directors (submitted by the Board of Directors) Description:
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(1) The 21[st] term of the directors will be expired on June 29[th] , 2021, and the reelection shall be operated according to the Article 13 of Articles of Incorporation. There shall be 10 directors elected, including 4 independent directors. The length of the next term for newly appointed is three years from June 22[th] 2021 to June 21[st] 2024.
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(2) The election of the directors and independent directors will be held by the candidate nomination system. Please see the list of candidates and related information below approved by the board of directors on May 6[th] , 2021:
| Numb er | Position | Name | Education | Experience | Current Position |
|---|---|---|---|---|---|
| 1 | Director | TAN, KIN-MEN | Master of Economics, Meiji University |
Chairperson of Ocean Plastics Co., Ltd. |
Chairperson of Ocean Plastics Co., Ltd. |
| 2 | Director | HSUAN-YANG Investment Co., Ltd. |
-- | Director of Ocean Plastics Co., Ltd. |
Director of Ocean Plastics Co., Ltd. |
| 3 | Director | Want-Want Co., Ltd. | -- | Director of Ocean Plastics Co., Ltd. |
Director of Ocean Plastics Co., Ltd. |
| 4 | Director | LI-HSIANG Enterprise Co., Ltd. |
-- | Director of Ocean Plastics Co., Ltd. |
Director of Ocean Plastics Co., Ltd. |
| 5 | Director | Peter Chen | Department of International Business, University of California |
Special Assistant of Ocean Plastics Co., Ltd. |
Ocean Plastics Co., Ltd. Director of the Company |
| 6 | Director | HSIEH, TZU-YUN | Taipei Municipal Jianguo High School |
Chairperson of Hsin Tai Travel & Tours Co.,Ltd. |
Consultant of Hsin Tai Travel & Tours Co., Ltd. |
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| 7 | Independ ent Director |
CHANG, YIE- YUN |
Doctor of Law, Ludwig Maximilian University of Munich |
Dean of the College of Law, Fu Jen Catholic University |
Vice President, Fu Jen Catholic University Director of Great Eastern Resins Industrial Co., Ltd. Independent director of Advanced Lithium Electrochemistry (Cayman) Co., Ltd. Independent director of YFY Inc. |
|---|---|---|---|---|---|
| 8 | Independ ent Director |
HOU, MING-LI | Department of Accountancy, National Cheng Kung University |
CPA partner, SUN RISE CPAS' FIRM DFK INTERNATIONAL |
CPA partner, SUN RISE CPAS' FIRM DFK INTERNATIONAL |
| 9 | Independ ent Director |
CHEN, WEI- LUNG |
Master, College of Management, National Taiwan University |
Director of Taiwan Futures Exchange Chairperson of SinoPac Securities Corporation Deputy director- general, Securities and Futures Bureau, Financial Supervisory Commission |
Independent director of IBF Financial Holdings Co., Ltd., A.G.V. Products Corporation and Janfusun Fancy World Corp. |
| 10 | Independ ent Director |
CHIEN, HSUEH- LI |
Master, Graduate Business Program, and Master in Industrial Engineering and Operations Research, Cornell University |
General manager of Picvue Electronics Co., Ltd. |
General manager of FU- CHU General Contractor Co., Ltd. |
- (3) The agenda has been proposed for election.
The Election Result:
【Discussions】
- Please discuss lifting the competition restrictions for the newly-appointed directors and their representatives (submitted by the board of directors)
Description:
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(1) According to Article 209 of the Company Act, directors shall explain the material details of their business actions for themselves or others outside the scope of the company’s business for permission.
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(2) If the newly appointed directors execute actions mentioned above, the lifting on competent restrictions for the 21[st] directors shall be approved.
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(3) The content of lifting the competition restrictions for newly-appointed directors are listed as follows:
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| Position | Name | Current employment (in relation to competition) |
|---|---|---|
| Independent Director |
CHANG, YIE- YUN |
Director of Great Eastern Resins Industrial Co., Ltd. Independent director of Advanced Lithium Electrochemistry (Cayman) Co., Ltd. Independent director of YFY Inc. |
| Independent Director |
CHEN, WEI- LUNG |
Independent director of IBF Financial Holdings Co., Ltd. Independent director of A.G.V. Products Corporation Independent director of Janfusun Fancy World Corp. |
| Independent Director |
CHIEN, HSUEH-LI |
General manager of FU-CHU General Contractor Co., Ltd. |
(4) The agenda has been proposed for discussion.
Resolution:
【Extempore Motions 】
【Adjournment】
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Attachment 1
Ocean Plastics Co., Ltd. 2020 Annual Business Report
2020 is a very unique year. The global economy was affected by the trade war between the U.S. and China and the new pneumonia. Fortunately, Taiwan's economic situation was the least affected compared to other countries. In terms of food, clothing, housing, transportation, and entertainment, the restrictions were also minimal, and the overall plastic industry was not affected much. Revenue also increased slightly due to the price change of upstream petrochemical raw materials, which resulted in a larger price difference between VCM raw materials and PVC powder, resulting in a significant benefit to the industry. 2020, in overall, there was greater growth in interest.
In 2021, the COVID-19 pandemic has not yet stabilized and the political and economic situation around the world remains volatile, affecting the normal life and business activities of many people. Of course, it also affects the global economic development. We will carefully monitor the changes in the overall plastics industry. As the government continues to promote economic revitalization programs, the domestic economy as a whole will prosper. The improvement of revenue and profit of our reinvested subsidiaries is still the direction of our efforts. The revitalization of idle assets to increase profits has always been our goal.
1. Business Plan Implementation Results
The Company's turnover for 2020 was $4,408,155 thousands, with a decrease of $48,032 thousands, or 1.08%, from $4,456,187 thousands in 2019; the operating cost ratio for 2020 was 89.53%, a decrease of 7.57% from the operating cost ratio of 97.10% in 2019. Gross profit increased by $332,106 thousands from $129,257 thousands in 2020, and gross profit margin increased from 2.90% to 10.47%.
The Company’s operating expenses for 2020 were $310,050 thousands, an increase of $37,826 thousands over operating expenses of $272,224 thousands for 2019, and operating income of $151,313 thousand, an increase of $294,280 thousand over operating loss of $142,967 thousand for 2020. The non-operating net income was $578,807 thousand due to the equity method recognition of investment income, fair value gain on equity and dividend income.
Net income before income tax for the year was $730,120 thousand, an increase of $595,309 thousand from the net income before income tax of $134,811 thousand in 2019. After adding the income tax expense of $14,968 thousand to the net income, the net income became $715,152 thousand. Other comprehensive income or loss for the period was $561,499 thousand, resulting in a total comprehensive income or loss of $1,276,651 thousand for the period.
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2. Budget implementation
Unit: NTD$ thousand
| Item | 2020 | ||
|---|---|---|---|
| Actual Amount | Estimate Amount | Achievement Rate% | |
| Net operating income | 4,408,155 | 4,284,727 | 102.88 |
| Operating Gross Profit | 461,363 | 347,733 | 132.68 |
| Operating income (loss) | 151,313 | 55,884 | 270.76 |
| Non-operating income and expenditure |
578,807 | 430,850 | 134.34 |
| Net income (loss) before tax | 730,120 | 486,734 | 150.00 |
| Income tax profit (expense) | -14,968 | -11,177 | -133.92 |
| Net income (loss) | 715,152 | 475,557 | 150.38 |
Note: Financial projections are not required to be disclosed in accordance with the regulations.
- Analysis of financial income and expenses and profitability:
Unit: NTD$ thousand
| Item | 2020 | 2019 | Increase/decrease Amount |
Increase/decrease Rate |
|---|---|---|---|---|
| Net operatingincome | 4,408,155 | 4,456,187 | -48,032 | -1.08% |
| Net income (loss) | 715,152 | 117,087 | 598,065 | 510.79% |
Return on assets 8.26%, return on equity 11.99%, net income after tax 16.22%, earnings per share after tax $3.24.
4. Research Development Status:
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Completed batch production test of PVC anti-scaling agent Pilot.
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Development of TPE wood-like weathering material formulation and low density foam material formulation technology.
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PVC high softness medical pellets, developed and completed NonP plasticizer compounding products.
Director:
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Manager: Accountant:
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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, 2020 and 2019, 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, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit 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 investments in other entities accounted for using the equity method of the Company. 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., is based solely on the reports of other auditors. The investments in Ocean Group Ltd, Fermat Enterprises Ltd, Universe Enterprises Ltd and Chun Pin Enterprise Co., Ltd. accounted for using the equity method constituting 10% of total assets at December 31, 2020 and 2019, and the related share of profit of subsidiaries and associates accounted for using the equity method constituting 70% and 85% of total profit before tax for the years then ended, respectively.
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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 evaluation
Please refer to note 4(g) for the accounting policy “ Inventory” and note 6(e) for composition of inventory and expenses.
Description of key audit matter:
The inventory of the Company is midstream and downstream of petrochemicals (PVC) and application products. There is no consistency of standards of obsolete and slow moving between the related products. Hence, there is a risk that the cost will exceed the net realizable value. To determine whether the loss of inventories should be recognized are highly uncertain accounting estimates, it depends on the subjective judgement of the management. Therefore, the valuation of inventories is a key matter when conducting our audit.
How the matter was addressed in our audit:
Our principal audit procedures include the following: Understanding the appropriateness of inventory valuation policies to ensure that the process of inventory valuation is in conform with the accounting policies, including sampling procedures to ensure the appropriateness of the valuation price, the correctness of the stock age report, the reasonableness of the inventory provision loss estimate in the past, and compare with the method and assumptions of the estimated inventory provision loss in the current period to evaluate if they are reasonable. Inspect the inventories sales after reporting period to ensure that inventory valuation is appropriate.
2.Revenue recognition
Please refer to note 4(n) for the accounting policy “ Revenue recognition” and note 6(s) for information related to revenue recognition.
Description of key audit matter:
The Company engages in manufacturing and selling plastics material and downstream plastic products (building materials plastic tubes, plastic cloth and plasticized synthetic leather, etc.). Considering the trade volume is high, and the customers are scattered that the control of products transfers at different time point might impact on the time of revenue recognition. Therefore, revenue recognition is a key matter of the audit.
How the matter was addressed in our audit:
Our principal audit procedures include the following: Evaluating the rationality of revenue recognition; understanding and testing the internal control of sales and collection cycle and if the implement is operative. To check individual sales transactions, customer orders, shipping certificates, invoices and other documents. Select the period before and after the balance sheet date, and evaluate if revenues are recorded in appropriate period based on the trade condition and shipping documents.
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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.
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:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Yung-Hua Huang.
KPMG
Taipei, Taiwan (Republic of China) March 26, 2021
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.
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(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) Ocean Plastics Co., Ltd.
Balance Sheets
December 31, 2020 and 2019
(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, 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 |
December 31, 2019 Amount % Liabilities and Equity Current liabilities: 230,133 3 2100 Short-term borrowings (note 6(k) and 8) 93,519 1 2171 Accounts payable 550,271 6 2200 Other payables 391,096 5 2300 Other current liabilities (note 6(j)(m) and 8) 63,384 1 2320 Long-term liabilities, current portion (note 6(l) and 8) 1,328,403 16 Non-Current liabilities: 624,817 7 2540 Long-term borrowings (note 6(l) and 8) 2,487,402 29 3,458,318 40 49,440 1 495,544 6 12,079 - 19,264 - 71,782 1 7,218,646 84 8,547,049 100 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, 2020 Amount % |
December 31, 2019 Amount % 250,000 3 515,041 6 133,722 2 40,144 - 54,167 1 993,074 12 1,688,750 20 391,154 4 102,665 1 43,940 - 2,226,509 25 3,219,583 37 2,272,283 27 7,792 - 2,805,902 33 277,678 3 (36,189 ) - 5,327,466 63 8,547,049 100 |
|
|---|---|---|---|---|---|
| $ 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.
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(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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 8360 Items that will be reclassified to profit or loss Earnings per share (NT dollars) (note 6(r)) 9750 Basic earnings per share Diluted earnings per 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 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 |
$ 3.24 $ 3.24 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 |
0.53 0.53 2019 Amount % 4,456,187 100 4,326,930 97 129,257 3 179,140 4 85,082 2 7,703 - 299 - 272,224 6 (142,967 ) (3 ) 1,746 - 78,667 2 53,885 1 (27,313) (1) 170,793 4 277,778 6 134,811 3 17,724 - 117,087 3 (24) - (125,672) (3) 1,117 - - - (124,579 ) (3 ) (12,141) - - - (12,141 ) - (136,720 ) (3 ) (19,633 ) |
|---|---|---|
See accompanying notes to parent company only financial statements.
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(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, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Profit Other comprehensive income Total comprehensive income Balance at December 31, 2019 Profit Other comprehensive income Total comprehensive income Other changes in capital surplus: Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2020 |
Share capital Ordinary shares |
Share capital Ordinary shares |
Capital surplus |
Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Retained earnings | Total other equity interest |
Total other equity interest |
Total other equity interest |
Treasury shares |
Total equity 5,347,099 117,087 (136,720 ) (19,633 ) 5,327,466 715,152 561,499 1,276,651 - 6,604,117 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
Total other equityinterest |
||||||||||||||
| Special reserve |
Unappropriated retained earnings |
Total retained earnings |
||||||||||||||
| $ $ |
2,272,283 | 7,792 | 2,978,245 | (289,406 |
) | 2,688,839 |
(31,983 |
) | 446,357 | 414,374 |
(36,189 ) |
|||||
- - - 2,272,283 - - - - 2,272,283 |
- - |
- - |
117,087 (24 |
) |
117,087 (24 |
- ) (12,141 |
) |
- (124,555 |
- ) (136,696 ) |
- - - (36,189) - - - - (36,189 ) |
||||||
- |
- |
117,063 |
117,063 |
(12,141 |
) |
(124,555 |
) (136,696 ) |
|||||||||
- - - - |
7,792 |
2,978,245 - - |
(172,343) 715,152 (8,014 ) |
2,805,902 715,152 (8,014 |
(44,124) - ) 4,717 |
321,802 - 564,796 |
277,678 - 569,513 569,513 |
|||||||||
| - | 707,138 |
707,138 |
4,717 |
564,796 |
||||||||||||
| - | (5,141 |
) |
(5,141 |
) - |
) |
5,141 |
5,141 |
|||||||||
| 7,792 |
2,978,245 | 529,654 |
3,507,899 |
(39,407 |
891,739 |
852,332 |
See accompanying notes to parent company only financial statements.
15
7
(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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense 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 (gain) on disposal of property, plan and equipment Property, plan and equipment transferred to expenses Total adjustments to reconcile (loss) profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Inventories Other current assets Other financial assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Other payable Provisions Other current liabilities Net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments |
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 ) |
2019 134,811 190,146 299 (40,792) 27,313 (1,746) (37,630) (170,793) (18,642) 1,289 (50,556 ) 180,406 23,926 1,916 - 206,248 274 (31,457) (37,420) (1,484) 8,329 (902 ) (62,660 ) 143,588 93,032 |
|---|---|---|
See accompanying notes to parent company only financial statements.
16
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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash inflow (outflow) 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: 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 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 Net cash flows from (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 280,269 399 118,505 (19,579) 22,340 401,934 325,057 (88,494) 7,970 1,722 (8,507 ) 237,748 (50,000) 600,000 (1,224,167) (21,452 ) (695,619 ) (55,937) 230,133 $ 174,196 |
2019 227,843 1,746 111,145 (28,665) (317 ) 311,752 - (101,572) 103,352 436 17,143 19,359 - 620,000 (837,083) (20,851 ) (237,934 ) 93,177 136,956 230,133 |
|---|---|---|
See accompanying notes to parent company only financial statements.
17
4
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, 2020 and 2019, 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, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit 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
Some of the subsidiaries included in Ocean Plastics Co., Ltd consolidated financial statements are investments using the equity method. The financial statements have not been audited by our, but by other accountants, therefore, in our opinion on the financial statements, the total assets of the subsidiaries as of December 31, 2020 and 2019 accounted for 6% of the total assets. The net operating income from January 1 to December 31 in 2020 and 2019 accounted for 12% and 5% of the consolidated net operating income, respectively. In addition, the investment amount using the equity method shall account for 3% and 4% of the total assets, respectively. The share of joint venture profits and losses of associates using the equity method recognized from January 1 to December 31, 2020 and 2019, accounted for 19% and 61% of the net profit (loss) before tax, respectively.
Ocean Plastics Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.
18
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 “Inventory” and note 6(f) for composition of inventory and expenses.
Description of key audit matter:
The inventory of the Group is midstream and downstream of petrochemicals (PVC) and application products. There is no consistency of standards of obsolete and slow moving between the related products. Hence, there is a risk that the cost will exceed the net realizable value. To determine whether the loss of inventories should be recognized are highly uncertain accounting estimates, it depends on the subjective judgement of the management. Therefore, the valuation of inventories is a key matter when conducting our audit.
How the matter was addressed in our audit:
Our principal audit procedures include the following: Understanding the appropriateness of inventory valuation policies to ensure that the process of inventory valuation is in conform with the accounting policies, including sampling procedures to ensure the appropriateness of the valuation price, the correctness of the stock age report, the reasonableness of the inventory provision loss estimate in the past, and compare with the method and assumptions of the estimated inventory provision loss in the current period to evaluate if they are reasonable. Inspect the inventories sales after reporting period to ensure that inventory valuation is appropriate.
2.Revenue recognition
Please refer to note 4(o) for the accounting policy “ Revenue recognition” and note 6(v) for information related to revenue recognition.
Description of key audit matter:
The Group engages in manufacturing and selling plastics material and downstream plastic products (building materials plastic tubes, plastic cloth and plasticized synthetic leather, etc.). Considering the trade volume is high, and the customers are scattered that the control of products transfers at different time point might impact on the time of revenue recognition. Therefore, revenue recognition is a key matter of the audit.
How the matter was addressed in our audit:
Our principal audit procedures include the following: Evaluating the rationality of revenue recognition; understanding and testing the internal control of sales and collection cycle and if the implement is operative. To check individual sales transactions, customer orders, shipping certificates, invoices and other documents. Select the period before and after the balance sheet date, and evaluate if revenues are recorded in appropriate period based on the trade condition and shipping documents.
19
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.
20
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 26, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
21
5
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ocean Plastics Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2020 and 2019
(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)) Non-current assets: 1550 Investments accounted for using equity method (note 6(h)) 1600 Property, plant and equipment (note 6(i) and 8) 1755 Right-of-use assets(note 6(j) and 7) 1760 Investments property, net (note 6(k) and 8) 1900 Other non-current assets (note 6(l)) Total assets 1460 Non-current assets held for sale, net (note 6(g) and 12(b)) 1470 Other current assets (note 6(l)) 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)) |
December 31, 2020 Amount % $ 413,217 3 264,727 2 33,693 - 663,174 5 510,217 5 407,945 3 3,522,618 30 51,513 - 4,850,298 40 46,725 - 10,168,878 83 $ 12,175,162 100 - - 121,256 2 2,006,284 17 16,237 - 1,251,957 10 21,585 - |
December 31, 2019 Amount % Liabilities and Equity Current liabilities: 460,375 4 2100 Short-term borrowings (note 6(n) and 8) 199,868 2 2170 Notes and trade payables - - 2200 Other payables 559,707 4 2220 Other payables to related parties (note 7) 511,897 4 2260 Liabilities included in disposal groups classified as held for sale (note 6(g)) and 12(b)) Non-Current liabilities: 2540 Long-term borrowings (note 6(10) and 8) 2570 Deferred tax liabilities 2640 Net defined benefit liability, non-current (note 6(r)) 404,932 3 2670 Other non-current liabilities, others (note 6(p)(r) and 7) 3,595,365 32 79,956 1 Total liabilities 4,782,714 41 Equity attributable to owners of parent (note 6(t)): 102,651 1 3100 Capital stock 9,718,359 85 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury shares Total equity 11,575,506 100 Total liabilities and equity 2300 Other current liabilities (note 6(m)(p) and 7) 2320 Long-term liabilities, current portion (note 6(o) and 8) 47,048 - 78,252 1 1,857,147 15 40,827 - 690,314 7 21,600 - |
December 31, 2020 Amount % |
December 31, 2019 Amount % 250,000 2 514,459 5 147,373 1 3,540 - 45,290 - 3,547,212 31 1,413,140 12 102,665 1 116,194 1 5,179,211 45 6,248,040 53 2,272,283 20 7,792 - 2,805,902 24 277,678 3 (36,189 ) - 5,327,466 47 11,575,506 100 54,000 - 54,167 - 1,068,829 8 |
|
|---|---|---|---|---|---|
Amount $ 413,217 264,727 33,693 663,174 510,217 407,945 3,522,618 51,513 4,850,298 46,725 10,168,878 $ 12,175,162 - 121,256 2,006,284 16,237 1,251,957 21,585 |
|||||
| $ 200,000 2 490,131 4 223,654 2 3,204 - - - 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 33,729 - 54,167 - 1,004,885 8 |
See accompanying notes to consolidated financial statements.
22
6
(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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4100 Operating revenues, net 5000 Operating costs (note 6(f) and 7) 5900 Gross profit from operation 6000 Operating expenses (note 6(e)(k)(l)(m)(p)(r) 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 (note) 6000 Total operating expenses 6900 Net operating income (loss) 7000 Non-operating income and expenses: 7100 Interest income (note 6(x)) 7010 Other income (note 6(x)) 7020 Other gains and losses, net (note 6(x)) 7050 Finance costs (note 6(x)) 7060 Share of profit of associates accounted for using equity method (note 6(h)) Total non-operating income and expenses Profit from continuing operations before income tax 7950 Less: Income tax expenses (note 6(s)) Profit from continuing operations Profit and loss of discontinued operations: 8101 Profit (loss) from discontinued operations after income tax (note 2(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 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(u)) 9750 Basic earnings per share Basic earnings per share from continuing operations Basic earnings per share from discontinued operations 9850 Diluted earnings per share Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations |
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 |
2019 Amount % 4,656,690 100 4,446,989 95 209,701 5 195,161 4 119,396 3 7,704 - 299 - 322,560 7 (112,859 ) (2 ) 6,335 - 88,138 2 99,092 2 (27,604) (1) 82,361 2 248,322 5 135,463 3 17,787 - 117,676 3 (589 ) - 117,087 3 (24) - (124,555) (3) - - (124,579 ) (3 ) (12,141) - - - (12,141 ) - (136,720 ) (3 ) (19,633 ) 0.53 0.00 0.53 0.53 0.00 0.53 |
|
|---|---|---|---|
| $ $ $ $ $ |
See accompanying notes to consolidated financial statements.
23
7
(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, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2019 Appropriation and distribution of retained earnings: Profit Other comprehensive income Total comprehensive income Balance at December 31, 2019 Profit Other comprehensive income Total comprehensive income Other changes in capital surplus: Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2020 |
Equityattributable to | Equityattributable to | Equityattributable to | Equityattributable to | owners ofparent | owners ofparent | owners ofparent | Total equity 5,347,099 117,087 (136,720 ) (19,633 ) 5,327,466 715,152 561,499 1,276,651 - 6,604,117 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Ordinary shares |
Capital surplus |
Retained earnings | Total other equity interest | Treasury shares |
|||||||||||||
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 |
|||||||||||||||
| Special reserve |
Unappropriated retained earnings |
Total retained earnings |
|||||||||||||||
| $ 2,272,283 - - - 2,272,283 - - - - $ 2,272,283 |
7,792 | 2,978,245 | (289,406 |
) 2,688,839 |
(31,983 |
) | 446,357 | 414,374 | (36,189 |
) | |||||||
- - |
- - |
117,087 (24 |
117,087 ) (24 |
) |
- (12,141 |
) |
- (124,555 |
) |
- (136,696 |
) |
- - |
||||||
- |
- |
117,063 |
117,063 |
(12,141 |
) |
(124,555 |
) |
(136,696 |
) |
- |
|||||||
| 7,792 - - |
2,978,245 - - |
(172,343) 2,805,902 715,152 715,152 (8,014 ) (8,014 ) 707,138 707,138 (5,141 ) (5,141 ) 529,654 3,507,899 |
(44,124) - 4,717 4,717 - (39,407 ) |
321,802 - 564,796 |
277,678 - 569,513 |
||||||||||||
| - | - | 707,138 |
564,796 | 569,513 | |||||||||||||
| - | - | (5,141 |
5,141 | 5,141 | |||||||||||||
| 7,792 | 2,978,245 | 529,654 |
891,739 |
852,332 |
See accompanying notes to consolidated financial statements.
24
8
(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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit from continuing operations before tax Profit (loss) from discontinued operations, before tax Profit before tax Adjustments: Adjustments to reconcile profit (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 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 non-current assets classified as held for sale Loss (gain) on disposal of investments Total adjustments to reconcile (loss) profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Trade receivable Inventories Other current assets Other financial assets Other operating assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Trade payable Other payable Other payable to related parties Provisions Other current liabilities Net defined benefit liability Operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments |
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 ) |
2019 135,463 (589 ) 134,874 212,998 299 (88,127) 57,397 (6,335) (45,948) (82,361) (18,642) 1,289 - (1,365 ) 29,205 1,302 169,093 8,967 (4,378) - (69,571 ) 105,413 8,732 66,096 (124,827) (41,471) (1,841) (1,496) 54,935 (902) 69,552 28,778 134,191 163,396 |
|---|---|---|
See accompanying notes to consolidated financial statements.
25
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, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash inflow (outflow) 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 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 Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Decrease in short-term loans Proceeds from long-term debt Repayments of long-term debt Payment of lease liabilities Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Cash and cash equivalents were present below: Cash and cash equivalents in the consolidated statement of balance sheets Cash and cash equivalents transfer to non-current assets held for sale (or disposal groups) Cash and cash equivalents at end of period |
2020 $ 358,359 4,475 103,584 (47,628) 16,725 435,515 (33,678) (12,729) 34,210 347,300 (114,591) 7,970 1,724 (74,614 ) 155,592 (50,000) 658,886 (1,224,167) (27,701 ) (642,982 ) 4,717 (47,158) 460,375 $ 413,217 $ 413,217 - $ 413,217 |
2019 298,270 6,335 119,463 (58,749) (365 ) 364,954 (21,600) - 11,588 - (103,106) 103,352 497 (98,109 ) (107,378 ) (27,657) 752,210 (864,167) (26,442 ) (166,056 ) (12,141) 79,379 382,434 461,813 460,375 1,438 461,813 |
|---|---|---|
See accompanying notes to consolidated financial statements.
26
Attachment 3
Audit Committee’ Review Report
Approved
The Board of Directors has submitted the Company’s 2020 Annual Business Report and Consolidated Financial Statements. The Consolidated Financial Statements have been audited by Certified Public Accountants of KPMG, and an audit report has been issued. Please check the fact that the list the Board of Directors has submitted has been verified by the Audit Committee, and is considered to be consistent with Article 14(4) of the Securities and Exchange Act and Article 219 of the Company Act.
To:
2021Annual General Meeting
Convener of the Audit Committee: LIN, CHAO-MING
March 26, 2021
27
Attachment 4
Ocean Plastics Co., Ltd. Earning Distribution Table 2020
| Item Accumulated loss at beginning of period Add (deduct). Change in the remeasurement of defined benefit plans for the period Disposal of equity instruments measured at fair value through other comprehensive income - subsidiaries Net income after tax for the period Available-for-distribution earnings at the end of the period Less Legal reserve Distribution items Cash dividends (NT$1 per share) Undistributed earnings at the end of the period Chairperson: Manager: |
Unit: NTD$ | Unit: NTD$ | |
|---|---|---|---|
| Item | Total | Note | |
| Accumulated loss at beginning of period Add (deduct). Change in the remeasurement of defined benefit plans for the period Disposal of equity instruments measured at fair value through other comprehensive income - subsidiaries Net income after tax for the period Available-for-distribution earnings at the end of the period Less Legal reserve Distribution items Cash dividends (NT$1 per share) Undistributed earnings at the end of the period |
(172,343,596) (8,014,340) (5,140,620) 715,152,181 |
||
| 529,653,625 | |||
| 52,965,363 227,228,268 |
|||
| 249,459,994 | |||
| Accountant: |
28
Attachment 5
Ocean Plastics Co., Ltd.
Amendments of “Rules of Procedure for Shareholders Meetings”
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| Article 1 Therules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, orthe articles of incorporation ,shall be as provided in these Rules. |
Article 1 The Company's shareholders meetings, except as otherwise provided by regulation, shall be as provided in these Rules. |
Phrasing correction. |
| these Rules. | ||
| Article 2 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to |
Article 2 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to |
Phrasing correction. |
29
Articles after amendment Article before amendment Description attend presented by shareholders. attend presented by shareholders. Solicitors soliciting proxy forms Solicitors soliciting proxy forms shall also bring identification shall also bring identification documents for verification. documents for verification. The Company shall furnish the The Company shall furnish the attending shareholders with an attending shareholders with an attendance book to sign, or attending attendance book to sign, or attending shareholders may hand in a sign-in shareholders may hand in a sign-in card in lieu of signing in. card in lieu of signing in. The number of shares attended will be calculated based on the signature book or the attendance card paid. Article 5 Article 5 Phrasing If a shareholders meeting is If a shareholders meeting is correction. convened by the board of directors, convened by the board of directors, the meeting shall be chaired by the the meeting shall be chaired by the chairperson of the board. When the chairperson of the board. When the chairperson of the board is on leave chairperson of the board is on leave or for any reason unable to exercise or for any reason unable to exercise the powers of the chairperson, the the powers of the chairperson, the chairperson shall appoint one of the vice chairperson shall act in place of managing directors to act as chair, or, the chairperson; if there is no vice if there are no managing directors, chairperson or the vice chairperson one of the directors shall be also is on leave or for any reason appointed to act as chair. Where the unable to exercise the powers of the chairperson does not make such a vice chairperson, the chairperson designation, the directors shall select shall appoint one of the managing from among themselves one person directors to act as chair, or, if there to serve as chair. are no managing directors, one of the When a director serves as chair, as directors shall be appointed to act as referred to in the preceding chair. Where the chairperson does paragraph, the managing director or not make such a designation, the director shall be one who has held managing directors or the directors that position for six months or more shall select from among themselves and who understands the financial one person to serve as chair. and business conditions of the When a managing director or a company. The same shall be true for director serves as chair, as referred to a representative of a juristic person in the preceding paragraph, the director that serves as chair. managing director or director shall be If a shareholders meeting is one who has held that position for six convened by a party with power to months or more and who understands convene but other than the board of the financial and business conditions
30
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| directors, the convening party shall chair the meeting. |
of the company. The same shall be true for a representative 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 8 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting, at the same time announcing the number of non-voting rights and the number of shares . 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 one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified ofthe tentativeresolutionand |
Article 8 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the |
Phrasing correction. |
31
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the CompanyAct. |
meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. |
|
| Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with |
Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 shareholders meeting. At the adjournment of the meeting, the shareholders shall not elect another chairman for the meeting at the same place or find another venue for the meeting. However,if the chair declares the |
Phrasing correction. |
32
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| statutory procedures ,by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. |
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 12 If the government or a legal entity is a shareholder, no more than one representative may attend the shareholders'meeting . When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speakonthe same proposal. |
Article 12 When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. |
Phrasing correction. |
| Article 14 When the chair is of the opinion that a proposalhas been given sufficient description and opportunities for discussion to put it to a vote, the chair may announce the discussion closed and call for a vote,and to arrange adequate time for voting . |
Article 14 When the chair is of the opinion that a proposalhas been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. |
Phrasing correction. |
| 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 shareholders of this Corporation. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on- site immediately,includingthe |
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 shareholders of this Corporation. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, |
Phrasing correction. |
33
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. |
including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. The election results shall be announced on the spot, including the list of elected directors and supervisors and the number of their elected rights. |
|
| Article 16 When a meeting is in progress, the chair may announce a break based on time considerations.In the event of an unavoidable situation, the chairman may suspend the meeting and announce the time of the adjourned meeting as appropriate . If the meeting cannot be finished at one |
Article 16 When a meeting is in progress, the chair may announce a break based on time considerations.If the meeting cannot be finished at one time, a resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days. |
Phrasing correction. |
time, a resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. |
||
| Article 17 Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.In the event of a vote, the chairman or his designee shall announce the total number of votes of shareholders present on a case-by- case basis, and then the shareholders shall vote on each case, and the results of shareholders'approval, disapproval and abstention shall be entered into the Market Observation |
Article 17 Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.During a poll, if the Chairperson consults the present shareholder and there is no dissenting |
Phrasing correction. |
voice, it shall be deemed to have been carried and shall have the same effect as a poll. |
34
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| Post System (MOPS) on the day after | ||
the shareholders'meeting. |
||
| 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 anidentification card or armband bearing the word "Proctor." |
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 armband bearing the word "Proctor." |
Phrasing correction. |
| Article 20 Shareholdersshall be excluded if they interrupt the meeting and do not comply to the persuasion of chairperson, proctors or security officers in maintaining order . |
Article 20 Shareholders shall obey the directions of the chairperson, proctors or security officers in maintaining order, and the chairman or wardens or security officers may exclude any person who disrupts a shareholders' meeting. |
Phrasing correction. |
| Article 22 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The |
Article 22 In the event of an air attack warning during the meeting, the meeting will be suspended and evacuated, and the meeting will continue after the warning has been lifted for one hour. |
Phrasing correction. |
meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. This Corporation 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 voting results (including the |
35
| Articles after amendment | Article before amendment | Description |
|---|---|---|
| number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation. |
||
Article 23 Matters not provided for in this rule shall be governed by the chairperson aside from laws and regulations. |
Article 23 Matters not provided for in this rule shall be governed by the provisions of the Company Act, the Securities and Exchange Act and other relevant laws and regulations. |
The way to deal with matters that are not regulated by the express laws and regulations. |
| Article 24 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. Amended by the shareholders' meeting on May 31, 1999. Amended by the shareholders' meeting on May 25, 2000. Amended at the shareholders' meeting on June 10, 2002. Amended at the shareholders' meeting on June 11, 2007. Amended at the shareholders' meeting on June 16, 2009. Amended by the shareholders' meeting on June 13, 2013. Amended by the shareholders' meeting on June 22, 2021. |
Article 24 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. |
Add the correction date. |
36
Attachment 6
Ocean Plastics Co., Ltd. Amendments of “Procedures for Election of Directors”
| Articles after amendment | Articles before amendment | Description |
|---|---|---|
| Article 1 The election of directors of the Company shall be governed by these Regulations,unless otherwise provided by law or the Articles of Incorporation. |
Article 1 The elections of directors of the Company shall be conducted in accordance with these procedures. |
Phrasing correction. |
| Article 2 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of directors of the Company shall be conducted in accordance with the procedures of the nomination system for candidates as prescribed by the Company Law . Thequalifications and election of independent directors of the Company shall bein accordance with the "Regulations Governing the Establishment and Compliance of Independent Directors of Public Companies". |
Article 2 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The Company adopts a candidate nomination system for the election of independent directors, and the shareholders shall elect the independent directors from the list of candidates. Independent directors and non- independent directors of the Company shall be elected together and the number of elected seats shall be calculated separately. The qualifications for the independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. |
A nomination system is adopted for the election of directors. The shareholder s shall The shareholder s shall elect a director from the list of candidates for election. The election of directors is based on the nomination of candidates. |
| Article 5 The board of directors shallprepare |
Article 5 The election ballots areprepared by the board of directors and marked with the number of election rights of |
Phrasing correction. |
| separate ballots for directors in | ||
| numbers corresponding to the |
||
| directors or supervisors to be elected. | each shareholder. |
37
| Articles after amendment | Articles before amendment | Description |
|---|---|---|
| The number of voting rights |
||
associated with each ballot shall be |
||
| specified on the ballots, which shall | ||
then be distributed to the attending |
||
shareholders at the shareholders |
||
| meeting. Attendance card numbers | ||
printed on the ballots may be used |
||
instead of recording the names of |
||
voting shareholders. The form and content of the election |
||
| ballot and the matters to be filled in | ||
| shall be based on the printed ballot, | ||
and the electors shall not add, delete, |
||
or alter the ballot. The election ballot |
||
| should be placed in the ballot box designated by the chairman. |
||
| Article 6 If the electee is a shareholder, the elector shall indicate the shareholder's account number and name of the electee in the elector column of the election ballot; if the electee is not a shareholder, the name |
Delete the article. Shareholde rs can find out the name, education and experience of each candidate from the candidate list. and academic background of each candidate. The shareholder s can identify the candidates by their shareholder account |
|
of the electee and the uniform ID card number or passport number shall be indicated. If the electee is a government or legal entity shareholder, the name of the government or legal entity and the name of the representative of the government or legal entity shall be included in the account name column |
||
| of the election ballot; if there are several representatives, the names |
||
of the representatives shall be added |
||
separately. |
38
| Articles after amendment | Articles before amendment | Description |
|---|---|---|
| numbers or ID card numbers. If the candidate's name is not necessary, delete this section. This section is deleted. |
||
| Article 6 A ballot is invalid under any of the following circumstances: 1. Those who do not use the election ballots stipulated in these Regulations. 2. Those who do not put in the ballot box designated by the 3. The handwriting is illegible or has been added, deleted or altered. 4. The list of candidates for election does not match the list of directors. 5. Anyone who writes a picture other than the number of election rights allocated. |
Article 7 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted. 6. In addition to the name of the elected person (name) or shareholder account number (or ID card unified number or passport number) and the number of allocated election rights, other graphics are also included. 7. If there are two or more electees on the same ballot. |
For the list of candidates for election as directors, adjust Paragraphs 4 and 6 of this Article, and delete Paragraphs 5 and 7. |
1. 2. 3. 4. 5. 6. 7. |
||
| Article 7 The election results,includingthe list |
Article 8 The election results,includingthe list |
Adjust the article |
39
| Articles after amendment | Articles before amendment | Description |
|---|---|---|
| of elected directors and the number of their election rights and the list of unsuccessful directors and the number of their election rights ,shall be announced on the spot after the ballot is completed. |
of elected directors andsupervisors and the number of their elected rights, shall be announced on the spot after the ballot is completed. |
number. The Company has set up an Audit Committee to replace the Supervisors |
| Article 9 If there are any matters not stipulated |
Delete the article. Has been regulated in the first article. |
|
in these Regulations, they shall be handled in accordance with the provisions of the Company Law and relevant laws and regulations. |
||
| Article 8 This procedure shall come into effect upon the approval of the shareholders' meeting and shall be amended as well. On June 13, 2017 the shareholders' |
Article 10 These Procedures, and any amendments hereto, shall be implemented after. approval by a shareholders meeting. |
Adjust the article number. Reveal the correction time. |
meeting amended the election of |
||
directors and supervisors to the |
||
election of directors. Amended by the shareholders' |
||
meeting on June 22, 2021. |
40
Ocean Plastics Co., Ltd.
Rules of Procedure for Shareholders Meetings
-
Article 1: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
-
Article 2: The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
-
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
-
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
-
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.
The number of shares attended will be calculated based on the signature book or the attendance card paid.
-
Article 3: Attendance and voting at shareholders' meetings shall be calculated on the basis of shares.
-
Article 4: The venue for a shareholders meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the
41
meeting.
-
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, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed 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 six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair. 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 its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a nonvoting capacity. The Company may appoint an attorney, accountant or related person to attend the shareholders' meeting.
-
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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
42
-
Article 8: The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
-
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
-
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
-
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 9: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 shareholders meeting. If the chair declares the meeting adjourned in
43
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 a shareholder speaks in violation of the preceding provisions or exceeds the scope of the question, the chairman may stop him/her from speaking.
-
Article 12: When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
-
Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
-
Article 14: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
-
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall
44
be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
-
Article 16: When a meeting is in progress, the chair may announce a break based on time considerations. If the meeting cannot be finished at one time, a resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
-
Article 17: Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. A vote is deemed to be taken as valid as a poll if the chairperson consults the shareholders present and there is no dissenting voice.
-
Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
-
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: Shareholders shall obey the directions of the chairperson, proctors or security officers in maintaining order, and the chairman or wardens or security officers may exclude any person who disrupts a shareholders' meeting.
45
-
Article 21: Motions shall be made in written form. 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: In the event of an air attack warning during the meeting, the meeting will be suspended and evacuated, and the meeting will continue after the warning has been lifted for one hour.
-
Article 23: Matters not provided for in this rule shall be governed by the provisions of the Company Act, the Securities and Exchange Act and other relevant laws and regulations.
-
Article 24: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
46
Ocean Plastics Co., Ltd.
Procedures for Election of Directors
Articles 1:The elections of directors of the Company shall be conducted in accordance. with these procedures.
-
Article 2: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
-
The Company adopts a candidate nomination system for the election of independent directors, and the shareholders shall elect the independent directors from the list of candidates.
-
Independent directors and non-independent directors of the Company shall be elected together and the number of elected seats shall be calculated separately.
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The qualifications for the independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
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Article 3: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 4: The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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Article 5: The election ballots are prepared by the board of directors and marked with the number of election rights of each shareholder.
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Article 6: If the electee is a shareholder, the elector shall indicate the shareholder's account number and name of the electee in the elector column of the election ballot; if the electee is not a shareholder, the name of the electee and the uniform ID card number or passport number shall be indicated. If the electee is a government or legal entity shareholder, the name of the government or legal entity and the name of the representative of the government or legal entity shall be included in the account name column of the election ballot; if there are several representatives, the names of the representatives shall be added separately.
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Article 7: A ballot is invalid under any of the following circumstances:
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The ballot was not prepared by a person with the right to convene.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot does not conform to the director candidate list.
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Other words or marks are entered in addition to the number of voting rights allotted.
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In addition to the name of the elected person (name) or shareholder account number (or ID card unified number or passport number) and the number of allocated election rights, other graphics are also included.
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If there are two or more electees on the same ballot.
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Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
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Article 9: If there are any matters not stipulated in these Regulations, they shall be handled in accordance with the provisions of the Company Law and relevant laws and regulations.
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Article 10: These Procedures, and any amendments hereto, shall be implemented after. approval by a shareholders meeting.
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Ocean Plastics Co., Ltd. Articles of Incorporation
Chapter 1 General Rules
Article 1 The name of the company is registered as OCEAN PLASTICS CO., LTD.
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Article 2 The Company's business scope is as follows:
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1.Manufacture and sale of plastic materials.
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2.Manufacture and sale of plastic products.
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3.Manufacture and sale of raw materials incidental to the plastic industry.
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4.C801020 Manufacture of petrochemical raw materials.
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5.Fifth, C801040 synthetic resin manufacturing.
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6.C801990 Other chemical materials manufacturing industry (mixed plastic alloy, mixed plastic steel, concentrated material).
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7.H701010 Residential and building development, rental and sales.
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8.H701020 Industrial plant development, leasing and sales.
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9.H703010 Factory rental business.
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10.H703030 Office buildings for rent.
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11.F401010 International trade.
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12.F301010 Department store business.
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13.F301020 Supermarkets.
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F301030 General department stores.
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ZZ99999 Except for the permitted business, the Company may conduct business that is not prohibited or restricted by law.
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Article 2-1 When the Company is a limited liability shareholder of another company, its total investment may not exceed 40% of the paid-in capital as stipulated in Article 13 of the Company Act.
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Article 3 The Company may provide endorsements and warranties to external parties for business purposes by resolution of the Board of Directors.
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Article 4 The Company establishes head office in Taipei City and a production facility in Taoyuan City. If necessary, the Company may establish branch offices and production and distribution facilities in appropriate locations both domestically and internationally, which may be established or changed
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or discontinued by resolution of the Board of Directors.
Chapter 2 Shares
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Article 5 The Company's capital is set at NT$4,000 million, divided into 4,00 million shares of NT$10 each, which the Board of Directors is authorized to issue in installments.
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Article 6 The shares issued by the Company are exempt from printing and should be registered with the centralized securities depository.
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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.
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Article 8 The Company's stock affairs are handled in accordance with the Guidelines Governing the Handling of Stock Issued to Public Companies and related laws and regulations.
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Article 9 The transfer of shares shall cease to be registered within 60 days prior to the date of the regular shareholders' meeting or within 30 days prior to the date of the provisional shareholders' meeting or within five days prior to the date on which the Company decides to distribute dividends and bonuses or other benefits.
Chapter 3 Shareholders’ Meeting
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Article 10 Regular meetings are held once a year within six months after the end of each fiscal year, and ad hoc meetings are called when necessary in accordance with relevant laws and regulations.
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Unless otherwise provided in the Company Act, the Board of Directors shall convene the aforementioned shareholders' meetings.
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The chairman of the board of directors shall be the chairman of the meeting. If the chairman of the board of directors is absent for any reason, the chairman of the board of directors shall designate a director to act as his proxy.
If the Board of Directors shall convene the meeting by a person other than the Board of Directors, and the chairman of the meeting shall be that person, and if there are more than two persons, one of them shall be elected from among themselves.
Article 11 Each shareholder of the Company shall have one vote per share, except in
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the case of non-voting shares as provided in the Company Act.
- Article 12 Except as otherwise provided in the Company Act, resolutions of the Company's shareholders' meetings shall be made with the presence of shareholders representing a majority of the total number of outstanding shares and the approval of a majority of the votes of the shareholders present.
Chapter 4 Director and Manager
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Article 13 The Company shall have nine to ten directors, of whom no less than three shall be independent directors, and an audit committee in lieu of supervisors. The term of office of the directors is three years, and the shareholders' meeting shall elect a person with the ability to act to be a director, who shall be eligible for re-election. The total shareholding of all directors shall be in accordance with the regulations of the competent securities authorities.
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Directors are nominated by candidates and shareholders shall elect directors from a list of candidates.
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For the election of directors, each share shall have the same number of election rights as the number of directors to be elected, and one person may be elected collectively, or a number of persons may be allocated, and the person with more election rights represented by the votes received shall be elected as a director. Independent directors and non- independent directors shall be elected together and the number of elected directors shall be calculated separately.
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Article 14 The Directors shall constitute a board of directors and shall elect from among themselves a chairman of the board of directors to preside over all business on behalf of the Company.
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Article 15 The Board of Directors shall meet at least once a quarter and may convene ad hoc meetings when necessary. Resolutions of the Board of Directors shall be made by a majority of the directors present and approved by a majority of the directors present, unless otherwise provided in the Company Law. If a director is unable to attend a meeting of the Board of Directors for any reason, he or she may appoint another director to attend the meeting by proxy, unless otherwise provided in the Company Law, and the scope of authority to convene the meeting shall be limited
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to the proxy of one person. The rules and regulations of the Board of Directors shall be determined separately.
Notice of the convening of the Board of Directors may be given by e- mail or facsimile, in addition to written notice.
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Article 16 The Company has established 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.
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Article 17 The directors shall be paid service fees as determined by the board of directors' meeting and shall be paid regardless of the Company's profit or loss. The directors may be compensated in accordance with the usual industry practice. Independent directors may receive fixed compensation without participating in the distribution of the Company's directors' compensation.
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Article 18 The Company may have a general manager and a vice president up to four persons who shall be appointed and removed by the Board of Directors in accordance with the law.
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Article 19 The General Manager shall be appointed by the Chairman of the Board of Directors to manage all business of the Company.
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Article 19-1 The Company may purchase liability insurance for directors and officers in respect of their legal liability for the performance of their duties.
Chapter 5 Accounting
Article 20 The Company's accounting year shall begin on January 1 and end on December 31 of each year.
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Article 21 At the end of each fiscal year, the Board of Directors shall prepare the following forms and submit them to the shareholders for recognition in accordance with the statutory procedures:
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1.Business Report.
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2.Financial statements.
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3.Proposals for distribution of earnings or appropriation of losses.
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Article 22 If the Company makes a profit in its annual accounts, it shall provide not less than 1% as remuneration to employees and not more than 2% as remuneration to directors. However, if the Company has accumulated losses, the Company shall reserve the amount to cover them in advance.
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”Profit” refers to gains before tax and gains before the allocation of employee compensation and directors' compensation.
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The Company may distribute compensation to employees who meet certain criteria, including subordinate employees.
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Article 22-1 The Company's net income, if any, shall first make up for prior years' losses. After setting aside 10% of the legal reserve and appropriating or reversing the special reserve in accordance with laws and regulations, the accumulated undistributed earnings are added to the available-fordistribution earnings, and the Board of Directors shall, in accordance with the Company's dividend policy, prepare a proposal for the distribution of the available-for- distribution earnings and submit it to the shareholders for resolution.
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The aforementioned dividend policy may be based on the amount of dividends that can be paid in the form of cash dividends, capitalization of earnings, and capitalization of capital surplus, depending on the profitability of the year. If the Company has investment plans or needs to improve its financial structure, cash dividends may be paid in the form of capitalization of earnings or capitalization of capital surplus, provided that the minimum cash payout ratio shall not be less than 10% of the total amount of dividends to be distributed.
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Article 23 All or part of the dividends and bonuses payable under the preceding Article may be paid by the issuance of new shares or the payment of cash in accordance with the provisions of the Company Act. The payment of cash may be made by the presence of at least two-thirds of the board of directors and by a resolution of a majority of the directors present, and shall be reported to the shareholders' meeting.
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Article 24 When the Company has no deficit, it may, in accordance with the Company Law, issue new shares or cash in proportion to the
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shareholders' original shares from all or part of the legal reserve and capital reserve. The issuance of cash may be made with the presence of at least two-thirds of the board of directors and by a resolution of a majority of the directors present, and shall be reported to the shareholders' meeting.
Chapter 6 Others
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Article 25 The articles of incorporation and by-laws of the Company shall be separately determined by resolution of the Board of Directors.
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Article 26 Matters not provided for in these Articles of Incorporation shall be governed by the provisions of the Company Act.
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Article 27 These Articles of Incorporation were established on April 2, 1965. The first amendment was made on February 26, 1966, and the second amendment was made on June 30, 1967, the third amendment was made on April 25, 1971, and the fourth amendment was made on March 5, 1972, and the fifth amendment was made on April 8, 1973, and the sixth amendment was made on April 28, 1974, and the seventh amendment was made on January 26, 1975, and the eighth amendment was made on May 30, 1976. The ninth amendment was made on October 11, 1976, and the tenth amendment was made on May 22, 1977, and the eleventh amendment was made on May 28, 1978, and the twelfth amendment was made on June 3, 1979, and the thirteenth amendment was made on June 1, 1980, and the fourteenth amendment was made on July 5, 1981, and the fifteenth amendment was made on May 17, 1987, and the sixteenth amendment was made on May 15, 1988. The seventeenth amendment was made on May 14, 1989, and the eighteenth amendment was made on May 27, 1991, and the nineteenth amendment was made on May 17, 1992, and the twentieth amendment was made on May 14, 1993, and the twenty-first amendment was made on January 13, 1995, and the twentysecond amendment was made on May 31, 1995, and the twenty-third amendment was made on May 14, 1996. The twenty-fourth amendment was made on May 30, 1997, and the twenty-fifth amendment was made on December 23, 1997, and the twenty-sixth amendment was made on May 26, 1998, and the twenty-seventh
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amendment was made on October 15, 1998, and the twenty-eighth amendment was made on May 25, 2000. The 29th amendment was made on June 11, 2001 and the 30th amendment was made on June 10, 2002 and the 31st amendment was made on June 2, 2003. The thirty- second amendment on June 20, 2005, the thirty-third amendment on June 12, 2006, the thirty-fourth amendment on June 16, 2009, the thirty-fifth amendment on June 17, 2010, the thirty-sixth amendment on June 12, 2012, the thirty-seventh amendment on June 12, 2014, the thirty-eighth amendment on June 13, 2016, the thirty-ninth amendment on June 24, 2019, the fortieth amendment on June 22, 2020.
Ocean Plastics Co., Ltd. Chairperson: CHEN, CHIN-MING
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Ocean Plastics Co., Ltd.
Shareholding Status of Directors
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1.The paid-in capital of the Company was NT$2,272,282,680, and the Company has already issued 227,228,268 shares.
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In accordance with Article 26 of the Securities and Exchange Act, the directors of the Company shall hold at least 12,000,000 shares.
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By the book closure date before the shareholders’ meeting, the details about the shares held by the directors recorded in the shareholder register were as follows, and this was in compliance with the standard specified in Article 26 of the
Securities and Exchange Act.
| Title | Name | Shares Held by the Person | Percentage in the Outstanding Shares |
|---|---|---|---|
| Chairperson | TAN, KIN-MEN | 4,695,202 | 2.07% |
| Director | HSUAN-YANG Investment Co., Ltd. |
1,440,247 | 0.63% |
| Director | Want-Want Co., Ltd. | 2,976,669 | 1.31% |
| Director | LI-HSIANG Enterprise Co., Ltd. | 310,000 | 0.14% |
| Director | Peter Chen | 3,943,860 | 1.74% |
| Director | WANG, JU-KENG | 705,150 | 0.31% |
| Independent Director |
CHANG, YIE-YUN | 0 | 0 |
| Independent Director |
HOU, MING-LI | 0 | 0 |
| Independent Director |
LIN, CHAO-MIN | 0 | 0 |
| Total | 14,071,128 | 6.2% |
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