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OPC Annual Report 2022

Aug 23, 2022

51776_rns_2022-08-23_7b25ef0c-5b44-4ca7-b976-5b917e3a3bfb.pdf

Annual Report

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Soock Code:1321 http://mops.twse.com.tw/ http://www.opc.com.tw/

OCEAN PLASTICS CO., LTD.

==> picture [112 x 74] intentionally omitted <==

2021 Annual Report

Printed on May 20, 2022

(I) Spokesperson and Deputy Spokeperson

Spokesperson Deputy Spokesperson Name: WANG, YI-HO Name: CHIU, CHUN-FU Title: Manager Title: Senior Commissioner Tel: (02) 2306-2131 Tel: (02)2306-2131 (02) 2308-1188 (02)2308-1188 E-mail: [email protected] E-mail: [email protected]

(II) Headquarters, Branches and Plant:

Name Address Tel
Headquarters 5F & 6F, No. 310, Juguang Rd., Taipei City (02)2306-2131
(02)2308-1188
Plastic
Processing
Unit
No. 38-1, Xiapuding, Neghborhood 3, Xiapu Vil.,
Xinwu Dist., Taoyuan City
(03)486-1281
Building
materials Unit
No. 539, Longxing Rd., Zhongli Dist., Taoyuan City (03)438-4626~7
PVC raw
material Unit
No. 375, Haihu East Rd., Haihu Vil., Luzhu Dist.,
Taoyuan City
(03)354-1626
PU Unit No. 375, Haihu East Rd., Haihu Vil., Luzhu Dist.,
Taoyuan City
(03)354-3080
Tainan
Contact Office
No. 131, Jianping 14th St., Tainan City (06)297-4511~2

(III) Stock Transfer Agent:

Name:Stock Transfer Agency Department, KGI Securities Co., Ltd.

Address :5F, No. 2, Sec. 1, Chongqing S. Rd., Taipei City

Tel : (02)2389-2999

Website : https://www.kgi.com.tw/zh-tw/institutional-services/stock-agent

(IV) Auditors:

Auditors: CPA CHEN, CHEN-CHIEN

CPA HUANG, YUNG-HUA

Name of Accountig Firm: KPMG Taiwan

Address : 68F, No. 7, Sec. 5, Xinyi Rd., Taipei City 11049

Tel : (02)8101-6666 Fax : (02)8101-6667

Website : http://www.kpmg.com.tw/

(V) Overseas Securities Exchange: No.

(VI)Corporate Website: http://www.opc.com.tw

Table of Contents

Contents

Table of Contents
Contents
page
I. Letter to Shareholders 1
II. Company Profile 2
1. Date of Incorporation 2
2. Company History 2
III. Corporate Governance Report 4
1. Organization 4
2. Directors, Supervisors, General Manager, Deputy General Manager, Assistant
Managers and Heads of Departments and Branch Organizations
6
3. Remuneration of Directors, Supervisors, General Manager and Deputy General
Manager in the Most Recent Year
15
4. Implementation of CorporateGovernance 18
5. Information Regarding the Company‘s AuditFee 64
6. Replacement ofCPA 64
7. Where the company's chairperson, General Manager, or any managerial officer in
chargeof finance or accounting matters has in the most recent year held a position
at the accounting firm of its CPAs or at an affiliated enterprise of such
64
accountingfirm
8. Any transfer of equity interests and pledge and change in equity interests by a
director, supervisor, managerial officer, or shareholder with a stake of more than 64
10 percent
9. Relationship among the Top TenShareholders 65
10. The total number of shares and total equity stake held in any single enterprise
bythe company, its directors and supervisors, managerial officers, and any 67
companies controlled either directly or indirectly by thecompany
IV. Capital Overview 68
1. Capital andShares 68
2. Corporate Bonds 68
3. PreferredShares 68
4. Global DepositoryReceipts 68
5. Employee StockOptions 68
6. Issuance of New Restricted EmployeeShares 68
7. Status of New Shares Issuance in Connection with Mergers andAcquisitions 68
8. Financing Plans andImplementation 68
V. Operational Highlights 74
1. BusinessActivities 74
2. Market and Sales Overview 77
3. Human Resources 83
4. Environmental ProtectionExpenditure 83
5. LaborRelations 83
6. Cyber Security Operations 91
7. Important Contracts 93
VI. Financial Information 93
1. Five-Year Financial Summary 93
2. Five-Year Financial Analysis 98
3. Audit Committee‘s Report for the Most RecentYear 103
4. Financial Statements for the Most RecentYear 103
5. Parent company only financial statements audited by CPAs for the most recentyear 103
page
6. If the Company and its associates have experienced financial difficulties in
themost recent year and by the print date of the annual report, the impact on the 103
financial position of the Company shall bespecified
VII. Review of Financial Conditions, Operating Results, and Risk Management 104
1. FinancialConditions 104
2. FinancialPerformance 105
3. Analysis of CashFlows 106
4. Major Capital ExpenditureItems 106
5. Investment Policy in Last Year, Main Causes for Profits or Losses,
ImprovementPlans and the Investment Plans for the ComingYear
107
6. Analysis and Assessment ofRisks 107
7. Other importantmatters 107
VIII. Special Disclosure 108
1. Summary of Affiliated Companies 109
2. Private Placement Securities in the Most RecentYears 115
3. The Shares in the Company Held or Disposed of by Subsidiaries in the
MostRecent Years
115
4. Other Necessary Items to BeSupplemented 115
5. Any event that had a material impact on the rights of sharholders or the pricesof
securities provided in Subparagraph 2, Paragraph 3, Article 36 of the Securities 115
and Exchange Actoccurred
Appendix 1: Financial Statements in the Most Recent Year 116
Appendix 2: Parent company only financial statements audited by CPAs for the most recent 203
year

I. Letter to Shareholders

Dear shareholders:

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

  1. Operating results for the previous year

  2. (1) 2021 Business Plan Implementation Results

    • (i) Through the consolidated financial statements for the year ended December 31, 2021, the Company reported a turnover of NT$6,490,333 thousand, and there was a 30.33% increase of NT$1,510,315 thousand from NT$4,980,018 thousand for the year ended December 31, 2020. The operating cost ratio for the year ended December 31, 2021 was 92.53%, which was a 4.58% increase from the operating cost ratio of 87.95% for the year ended December 31, 2020. Gross profit for the year ended December 31, 2021 was NT$484,617 thousand, which was a decrease of NT$115,508 thousand compared with the gross profit of NT$600,125 thousand for the year ended December 31, 2020, and gross profit margin decreased from 12.05% to 17.47%. The operating expenses for the year ended December 31, 2021 were NT$517,018 thousand, which was an increase of NT$149,587 thousand compared with the operating expenses of NT$367,431 thousand for the year ended December 31, 2020.

    • (ii) In 2021, the net operating loss was NT$32,401 thousand, which was a decrease of NT$265,095 thousand compared with the net operating profit of NT$232,694 thousand in 2020. A non-operating net income of NT$384,609 thousand was generated in 2021 from the shares of affiliates and joint ventures recognized under the equity method. The net income before tax for the year was NT$352,208 thousand, which was a decrease of NT$49,505 thousand compared with the net income before tax of NT$401,713 thousand in 2020. After deducting the income tax expense of NT$32,840 thousand, the net income for the year was NT$319,368 thousand. Other comprehensive income for the period was-NT$76,203, and the total comprehensive income for the period was NT$243,165thousand.

  3. (2) Budget implementation situation

    • The Company is not required to prepare a 2021 financial forecast, according to the provisions set forth in ―Regulations Governing the Publication of Financial Forecasts of Public Companies‖.
  4. (3) Financial income and expenditure and profitability analysis

Unit: NT$1,000

1

Subject 2021 2020 Increase/
decrease
Increase/
decrease rate
Net operating
income
5,730,874 4,408,155 1,322,719 30.00%
Net profit (loss)
for the current
period
319,368 715,152 -395,784 -55.34%

The return rate on assets was 3.52%, the return rate on shareholders' equity was 4.83%, thafter-tax net profit rate was 5.57%, and the after-tax earnings per share is NT$1.45.

The reason for the decrease in profit: In 2021, the price difference between VCM (raw material) and PVC powder narrowed, and due to the impact of the epidemic, the closure of cities in various countries at the beginning of the year, the subsequent high freight rates and and the clogged ports in the United States, the company's operating revenue grew, but still could not resist the pressure of cost increase, resulting in profit reduction compared with the previous year.

  • (4) Research and Development Status

  • (i) Successful development of hollow ball microcapsule 400nm/1300nm particle size specification formulation polymerization technology.

  • (ii) Successful development of TPE wood-like high-impact formulation technology.

  • (iii) Successful development of TPE wood-like red phosphorus flame-resistant formulation technology: passed UL94V0 flame-resistance test.

  • (iv) NonP plasticizer type PVC high soft medical pellets: passed ISO10993-5 cytotoxicity test.

2. Summary of the current year's business plan

  • (1) Management policy:

In 2022, the COVID-19 pandemic continues, and the political and economic situation around the world is still turbulent. Problems such as the surge of raw materials caused by the Russia-Ukraine war, the rise of export freight rates, and the clogged ports in the United States are still unresolved, affecting the normal life and business activities of many people. We will carefully observe changes in the overall plastic industry.

  • (i) Under the government's continuous economic revitalization program, the country's overall economic prosperity has been boosted.

  • (ii) We will continue to focus our efforts on improving the revenue and profits of our subsidiaries, and the revitalization of idle assets to increase profits has always been our goal.

  • (iii) In the new year, in addition to increasing production capacity, reducing costs and improving quality, we will also strengthen new product development and research to develop high value-added products, and fully grasp the sources of raw material supply to ensure that there is no shortage of sources in order to achieve various production targets.

  • (2) Expected sales volume and its basis:

In terms of sales, we should develop new customers and markets to increase revenue, especially to grasp international financial and economic information, keep an eye on price

2

trends, increase market share, strengthen after-sales service, and cooperate with government regulations to fulfill our corporate responsibility of integrity, and steadily pursue substanbiable growth.

  • (3) Important Production and Marketing Policy:

    • (i) Short-term Development:

      • A. In 2022, the world is still affected by the pandemic. It is more difficult to promote reenproducts in Europe and the United States. The Company changed to video and internet marketing in response to the epidemic, cooperating with domestic manufacturers for mutual benefit and win-win situation and to reverse the unfavorable situation caused by the epidemic.

      • B. In the past, it has been difficult to recruit talent, and in this period of pandemic, the company's solid image and future vision are attracting quality employees to apply.

      • C. We will use our existing products to meet the market demand and actively seek orders through the Internet, publicity and exhibitions to increase our market awareness and share.

      • D. In order to compete with our competitors, we need to effectively reduce our manufacturing and marketing costs.

    • (ii) Long-term Development:

      • A. New product development staff, together with sales staff, actively engage in technical service work to establish a good interactive relationship with customers.

      • B. We continue to develop high value-added and profitable products, and constantly pursue more environmentally friendly materials and more efficient manufacturing processes, with the goal of sustainable management with zero pollution, recyclable and biomass materials.

      • C. Effective management planning for the existing idle land assets, with the opening of the ring road to initiate the development of the residential and commercial area of the Zhonghe plant.

      • D. We work closely with our distributors to develop the market and continue to pursue new construction and public works projects to increase sales volume and profitability.

      • E. To avoid tariff barriers in international markets, to establish a shorter supply chain with customers, and to seek to establish a production base close to customers.

  • Future company development strategy

  • (1) Continuously invest to improve the process and production capacity.

  • (2) Pursue stable return on investment.

  • (3) Maintain a good trust relationship with customers and manufacturers.

  • (4) Improve product competitiveness.

  • (5) Revitalize assets to create benefits.

  • Subject to the external competitive environment, the regulatory environment and the overall business environment

3

With the rise of the world's environmental protection awareness, energy saving and carbon reduction is already the trend of future development. The company holds the concept of "people-oriented, stable and innovative" to continue to keep pace with the international trend, actively improve the production efficiency, enhance the competitiveness of our products, cooperate with government laws and regulations, and integrate the company's overall planning to obtain the maximum benefit space.We hope that our shareholders will continue to provide assistance and support in the future, and we believe that with the hard work of all our employees, we will be able to overcome all obstacles and achieve our operational goals in order to meet the trust of ourshareholders.

Sincerely

Chairperson TAN, KIN-MEN

4

II. Company Profile

1. Date of Incorporation: June 7, 1965

2. Company history:

  • April 1965: Ocean Plastics Co was founded by Yee Fong Chemical & Industrial Co. and several entrepreneurs, including Chen Fang-chu, with a factory set up in Zhonghe City, Taipei County to initially produce PVC rigid plastic pipes and primary plastic processed products such as PVC plastic cloth, film and rubber.

  • 1967: Increased production of secondary plastic processed products such as printed tape and wallpaper, and high-frequency processed products.

  • 1970: Technical cooperation with Akimi Protective Film Co, Japan, to develop and produce high quality ru leather and PU synthetic leather.

  • Sep. 1976: In view of the trend of capital concentration in the petrochemical industry in the future, the Company merged its associate, Yee Fong Chemical & Industrial Co, in response to the government's policy of encouraging consolidation of small and medium-sized enterprises, while taking into consideration its future development by setting up a separate plant in Luzhu Township, Taoyuan County.

  • 1977: Technical cooperation with Kaneka Corporation, Japan. Expansion of the Taoyuan plant to produce PVC molding powder.

  • 1978: Due to the need for centralised production and management, the PVC powder production facilities at the Yee Fong factory were moved to the Taoyuan factory for expansion, and the Yee Fong factory was changed to specialise in the manufacture of PVC rigid pipes due to its proximity to the market, and a research institute was set up at the Ocean Plastics factory to step up production and research and development.

  • Jan. 1985: Increased production of PVC rigid plastic cloth.

  • 1986: To cater for the operational needs of the Company, a factory was set up in Zhongli City, Taoyuan County.

  • Oct. 1987: The Zhongli plant officially commenced operation and the PVC rigid plastics pipes, which had been produced at the Ocean Plastics plant, was relocated to the Zhongli plant, and a supplementary public offering of shares was approved by the Securities and Futures Commission of the Ministry of Finance.

  • Nov. 1987: Increase in paid-up capital to NT$543,717,330.

  • Jul. 1988: Increase in paid-up capital to NT$652,460,800.

  • Sep. 1989: Increase in paid-up capital to NT$796,002,180.

  • Mar. 1990: Increased production of PVC rigid plastic sheets and PVC foamed plastic sheets.

  • May. 1990: The head office was relocated to new premises on the 5th and 6th floors of No. 310 Juguang Road, Taipei City to meet the needs of business development.

  • Jul. 1991: To enhance organizational management, the Kaohsiung liaison office was closed and merged into the Tainan liaison office.

  • Sep. 1991: Increase in paid-in capital to NT$995,002,730.

  • Sep. 1992: Increase in paid-up capital to NT$1,094,503,020.

  • Jul. 1993: Readjusted the organization of the Company in line with the promotion of the responsibility center system.

  • Sep. 1993: Increase in paid-up capital to NT$1,236,788,430.

  • Dec. 1994: Ocean Plastics factory received DNV ISO 9002 quality assurance certification.

5

Sep. 1995: Increase in paid-in capital to NT$1,360,467,280. Jun. 1996: Zhongli factory obtained ISO 9002 quality assurance certification from the Bureau of Standards, Metrology and Inspection. Oct. 1996: Increase in paid-up capital to NT$1,623,060,660.

Jan. 1997: Ocean Plastics factory was awarded ISO 9002 quality assurance certification from the Bureau of Standards, Metrology and Inspection.

Oct. 1997: Taoyuan plant received RW-TUV ISO 9002 quality assurance certification. Jul. 1998: Increase in paid-in capital to NT$1,981,757,070.

Jan. 1999: The Company's shares are listed on the Taiwan Stock Exchange or the Taipei Exchange. Jan. 1999: Zhongli factory passed SGS ISO14001 environmental management system certification. Aug. 2000: Increase in paid-in capital to NT$2,080,844,940.

Aug. 2000: The operating organization was reorganized to form the Processing Division (formerly Ocean Plastics Plant), the Raw Materials Division (formerly Taoyuan Plant) and the Building Materials Division (formerly Zhongli Plant).

Dec. 2000: Hunan Ocean Wide Plastics Ltd was established to produce rigid plastic pipes and entered the Chinese building materials market.

Aug. 2003: Ocean Plastics, Taoyuan and Zhongli plants passed the 2000 version of ISO 9001 quality assurance certification.

Aug. 2005: Increase in paid-in capital to NT$2,184,887,190.

Sep. 2005: Dongguan DayangChuangxin Leather Products Co was established, mainly producing PU synthetic leather.

Aug. 2006: Increase in paid-in capital to NT$2,272,282,680.

Oct. 2006: Taoyuan plant received TUV NORD 14001 environmental management system certification.

Dec. 2007: Ocean Plastics (Huizhou) Co was established to produce soft plastic cloth. Jan. 2011: Restructured the operating organization to form the PU Unit. Jan. 2016: Relocated Zhonghe factory to Sinwu in Taoyuan. Nov. 2019: Shareholding in Hunan Ocean Wide Plastics Ltd was for sale. Mar. 2020: The Investment Commission of the Ministry of Economic Affairs approved the cancellation of the investment in Hunan Ocean Wide plant.

At present, our Company is primarily engaged in the manufacture of PVC raw materials and processing and PU synthetic leather. Depending on the nature of the products, we have set up business divisions for processing, building materials, raw materials and synthetic leather, etc. Our factories are located inSinwu, Luchu and Zhongli in Taoyuan, and we have also opened a liaison office in Tainan to facilitate business expansion, making us one of the well-known listed plastics companies in Taiwan. In addition to its own operations, the Company also invests in domestic industries and indirectly in China. In response to the needs of urban development, the Ocean Plastics plant was relocated to the Sinwu plant in 2016, and the Company has rethought its future development by focusing the new compound on the green process and green products, and introducing reusable TPE CELLwood, while the Zhonghe plant is developing residential land in line with the urban plan, which is believed to be beneficial to the Company going forward.

6

III. Corporate Governance Report

5. Organization:

(1) Organizational Chart:

==> picture [769 x 454] intentionally omitted <==

7

  • (2) Major Corporate Functions:

  • Audit Committee: assists the Board in overseeing the fair presentation of the Company's financial statements and the effective implementation of internal controls.

  • Remuneration Committee: assists the Board in the administration and evaluation of the overall remuneration and benefits of the Company and the remuneration of directors and managers.

  • General Manager Office: carries out all the business of the Company by resolution of the Board.

  • Internal Auditing Office: performs internal auditing and keeps track of improvements to deficiencies identified in audits.

  • Planning Dept.: develops and analyzes business objectives and plans.

  • Shareholder Dept.: deals with matters relating to the shareholder services.

  • Labor Safety and Health Dept.: handles safety, health and environmental safety related matters.

  • Management Dept.: deals with matters relating to personnel, general affairs, materials and contracting.

  • Financial Dept.: deals with matters relating to financial scheduling, budgeting, accounts, costs,cashier, taxation, etc.

  • MIS Dept.: deals with the establishment of computer operation systems and the planning and design of software andhardware.

  • R&D Dept.: deals with R&D on production methods, technologies, raw materials, products,etc.

  • Raw Materials, Building Materials, PU and Plastic Processing Units: handle matters relating to the production, domestic and export sales, sales management, profitmanagementand future development of each unit.

8

  1. Directors, Supervisors,General Manager, Deputy General Manager, Assistant Managers and Heads of Departments and Branch Organizations: (1) Directors and Supervisors:

Directors and Supervisors (1)

(1) Directors and Supervisors:
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(1) Directors and Supervisors:
Directors and Supervisors (1)
(1) Directors and Supervisors:
Directors and Supervisors (1)
April 23,2022
Title

Nationality
or
Place of
Incorporation

Name
Gender/
Age

Date
Elected
Term
(years)

Date First
Elected

Shareholding
when Elected
Current
Shareholding
Spouse &
Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience
(Education
Other Position Executive,
Directors or
Supervisions who
arespouses or
withinTwo
Degrees of
Kinship
Note
Shares % Shares % Shares
%
Shares %
Title

Name
Relation-
ship
Chairman Taiwan
(R.O.C.)

TAN,
KIN-MEN
M
71~80
7/27/2021 3 6/3/1988 4,695,202 2.07 4,695,202 2.07 - - - - MA in Economics
Meiji University
Note 2 None None None
Director
(Note 1)


Taiwan
(R.O.C.)

Hsuan Yang
Investment
Co.,Ltd.
F
41~50
7/27/2021 3 6/30/2003
1,440,247
0.63 1,440,247 0.63 - - - - Department of
Accounting,
Soochow University

Manager of Finance
Dept., Yee Fong
Chemical &
Industrial Co., Ltd.
None None None
Representative
Wang
Hai-Lun
6/30/2018
Director
(Note 1)


Taiwan
(R.O.C.)

Want Want
Co.,Ltd.

M
61~70
7/27/2021 3 5/14/1996
2,976,669
1.31 2,976,669 1.31 - - - - Deputy General
Manager of
Investment
Department, Union
Insurance Company
Deputy General
Manager of
Investment
Department, Want
Want Group
None None None

Representative
Hsieh
Yu-Chin
6/30/2012
Director
(Note 1)


Taiwan
(R.O.C.)
Li Hsiang
Industrial
Co.,Ltd.
M
61~70
7/27/2021 3 6/30/2015
310,000
0.14 310,000 0.14 - - - - M.S. in Chemistry,
University of
Washington (Seattle),
USA M.B.A.,
University of
Massachusetts,USA
None None None None
Representative
Chu
Tsung-Pin
6/30/2012
Director Taiwan
(R.O.C.)
Peter Chen M
61~70
7/27/2021 3 6/3/1985 3,943,860 1.74 3,943,860 1.74 - - - - Department of
International Trade,
University of
California,USA
None None None None
Director Taiwan
(R.O.C.)

Hsieh
Tzu-Yun
F
71~80
7/27/2021 3 6/30/2000
10,000
0.004 10,000 0.004
-
- - - Chien Kuo Senior
High School
None None None None

9

Title

Nationality
or
Place of
Incorporation
Name Gender/
Age

Date
Elected
Term
(years)

Date First
Elected

Shareholding
when Elected

Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education
Other Position Executive,
Directors or
Supervisions who
arespouses or
withinTwo
Degrees of
Kinship
Executive,
Directors or
Supervisions who
arespouses or
withinTwo
Degrees of
Kinship
Executive,
Directors or
Supervisions who
arespouses or
withinTwo
Degrees of
Kinship
Note
Shares % Shares % Shares
%
Shares %
Title

Name
Relation-
ship
Independent
Director


Taiwan
(R.O.C.)

Chang
Yi-Yun
F
51~60
7/27/2021 3 6/30/2015
-
- - - - - - - University of
Munich, Germany
PhD
Deputy General
Manager of Fu Jen
Catholic University
None None None
Independent
Director


Taiwan
(R.O.C.)

Hou
Ming-Li
M
51~60
7/27/2021 3 6/30/2015
-
- - - - - - - Department of
Accounting,
National Cheng
KungUniversity
Partner accountant
of Sun Rise CPAS‘
Firm DFK
Inernaitonal
None None None
Independent
Director


Taiwan
(R.O.C.)

Chen
Wei-Lung
M
61~70
7/27/2021 3 7/27/2021
-
- - - - - - - Taipei University
Business
Management
Master of Business
Independent
Directorof IBF
Financial Holdings
Co.,Ltd., AGV
Products
Corp.,JanfusunFanc
yworld Corp.
None None None
Independent
Director

Taiwan
(R.O.C.)
Chien
Hsueh-Li
M
61~70
7/27/2021 3 7/27/2021
-
- - - - - - - Master of Business,
Master of Industrial
Engineering and
Operational Studies,
Cornell University,
USA

General Manager of
Fu-Chu General
Contractor Co., Ltd.
None None None

Note 1: The major shareholders of corporate shareholders are listed in the attached table.

Note 2: A. Chairman of Ocean Plastics Co., Ltd.B. Director of Ocean Plastics (Huizhou) Co., Ltd. (Legal person representative of SAGE HOLDINGS)

10

Table 1: Major Shareholders of the institutional Shareholders April 23, 2022

April 23,2022
Name of Institutional
Shareholders
Major Shareholders
Name %
Li HsiangIndustrial Co.,Ltd. ShihChin-Yun 97%
Hsuan Yang Investment Co., Ltd. ChenChin-Wen 20%
ChenChin-Hsin 20%
ChenChin-Sheng 20%
Chen Ling-Mei 10 %
Chen Hui-Mei 10 %
ChenJung-Jung 10 %
ChenChou Tsai-Yu 10 %
Want Want Co., Ltd. Tsai Yen-Ming 70.37%
PengYu-Man 16.22%
TsaiShao-Chung 6.82%
TsaiWang-Chia 6.59%

11

Information of Directors and Supervisors (2)

  1. Disclosure of directors‘ professional qualifications and independence of the independent directors:
Criteria
Name
Professional Qualification and
Experience (Note1)
Independence Criteria (Note 2) Number of Other
Public Companies in
Which the Individual
is Concurrently
Serving as an
Independent Director
Chairman
Chen
Chin-Ming
Qualified with the requirement of at
least 5 years work experience, currently
serving as the Chairman and General
Manager of the company, and not been
a person of any conditions defined in
Article 30 of the Company Act
Not applicable None
Director
Wang
Hai-Lun
Qualified with the requirement of at
least 5 years work experience, used to
be the deputy manager of the financial
department ofYee Fong Chemical &
Industrial Co; currently is the manager
of the financial department ofYee Fong
Chemical & Industrial Co., and not
been a person of any conditions defined
in Article 30 of theCompany Act.
Not applicable None
Director
Hsieh
Yu-Chin
Qualified with the requirement of at
least 5 years work experience, used to
be the Deputy General Manager of
Investment Dept. ofUnion Insurance
Company, and not been a person of any
conditions defined in Article 30 of the
Company Act.
Not applicable None
Director
Chu
Tsung-Pin
Qualified with the requirement of at
least 5 years work experience, used to
be the speicall assistant of chairman of
MiTAC Incorporated, manager of
Planning Dept., Ocean Plastics Co.,
Ltd., Project Manager of Mainland
China, Optimax Technology
Corporation, and is currently the
director of this company, and not
been a person of any conditions defined
in Article 30 of the Company Act.
Not applicable None
Director
Chen
Chin-Hsiung
Qualified with the requirement of at
least 5 years work experience, used to
be the special assistant of this company,
and is currently the director of this
company, and not been a person of any
conditions defined in Article 30 of the
Company Act.
Not applicable None
Director
Hsieh
Tzu-Yun
Qualified with the requirement of at
least 5 years work experience, used to
be the chairman of Xintai Travel
Agency Co., Ltd., and is currently the
consultant of XintaiTrvel Agency Co.,
Ltd., and not been a person of any
conditions defined in Article 30 of the
Company Act.
Not applicable None

12

Independent
Director
Chang
Yi-Yun

Qualified with the requirement of at
least 5 years work experience, used to
be dean , School of Law, Fu Jen
Catholic University, and is currently the
Deputy General Manager of Fu Jen
Catholic University, director of Great
Eastern Resins Industrial Co., Ltd.,
independent director of Advanced
Lithium Electrochemistry (Cayman)
Co.,Ltd., and independent director of
YFY Inc., and not been a person of any
conditions defined in Article 30 of the
Company Act.
(1) Not an employee of the company or any of its
affiliates.
(2) Nota director or supervisor of the company or
any of its affiliates.
(3) Not a natural-person shareholder who holds
shares, together with those held by the person's
spouse, minor children, or held by the person
under others' names, in an aggregate of one
percent or more of the total number of issued
shares of the company or ranking in the top 10
in holdings.
(4) Not a spouse, relative within the second
degree of kinship, or lineal relative within
the third degree of kinship, of a managerial
officer under subparagraph 1 or any of the
persons in the preceding (2) and (3).
(5) Not a director, supervisor, or employee of a
corporate shareholder that directly holds
five percent or more of the total number of
issued shares of the company, or that ranks
among the top five in shareholdings, or that
designates its representative to serve as a
director or supervisor of the company under
Article 27, paragraph 1 or 2 of the
Company Act.
(6) If a majority of the company's director seats or
voting shares and those of any other company
are controlled by the same person:nota
director, supervisor, or employee of that other
company.
(7) If the chairperson, General Manager, or person
holding an equivalent position of the company
and a person in any of those positions at
another company or institution are the same
person or are spouses:nota director (or
governor), supervisor, or employee of that
other company or institution.
(8) Not a director, supervisor, officer, or
shareholder holding five percent or more of
the shares, of a specified company or
institution that has a financial or business
relationship with the company.
(9) Not a professional individual who, or an
owner, partner, director, supervisor, or officer
of a sole proprietorship, partnership,
company, or institution that, provides
auditing services to the company or any
affiliate of the company, or that provides
commercial, legal, financial, accounting or
related services to the company or any
affiliate of the company for which the
provider in the past 2 years has received
cumulative compensation exceeding
NT$500,000, or a spouse thereof; provided,
this restriction does not apply to a member of
the remuneration committee, public tender
offer review committee, or special committee
for merger/consolidation and acquisition,
who exercises powers pursuant to the Act or
to the Business Mergers and Acquisitions Act
or related laws or regulations.
(10)Not having a marital relationship, or a
relative within the second degree of kinship
to any other director of the Company
(11)Not a governmental, juridical person or its
representative as defined in Article 27 of the
Company Act.
2
Independent
Director
Hou
Ming-Li

Qualified with the requirement of at
least 5 years work experience, used to
be Deputy Manager of the Audit
Department ofDeloitte Touche
Tohmatsu Limited, and is currently
partner accountant of Sun Rise CPAS‘
Firm DFK Inernaitonal, and not been a
person of any conditions defined in
Article 30 of the Company Act.
None
Independent
Director
Chen
Wei-Lung

Qualified with the requirement of at
least 5 years work experience, used to
be director of Taiwan Futures
Exchange, chairman of SinoPac
Securities, deputy director of Securities
and Futures Bureau, and is currently
independent director of IBF Financial
Holdings Co.,Ltd., AGV Products
Corp., JanfusunFancyworld Corp., and
not been a person of any conditions
defined in Article 30 of theCompany
Act.
3
Independent
Director
Chien
Hsueh-Li

Qualified with the requirement of at
least 5 years work experience, used to
be General Manager of Picvue
Electronics, Ltd., and is currently
director of Eastern Electronics Co.,
Ltd., and General Manager of Fu-Chu
General Contractor Co., Ltd., and not
been a person of any conditions defined
in Article 30 of the Company Act.
None

13

  • Note 1: Professional qualifications and experiences: specify the professional qualifications and experiences of individual directors and supervisors;for these Audit Committee members with accounting or finance expertise, their accounting and finance background with work experiencesshall be specified, and explain if any of the conditions indicated under Article 30 of the Company Act applies to them.

  • Note 2: For the independent directors, their conformity of independence shall be specified, including but not limited to: themselves, spouses,relatives within the second degree of kinship, are employees, directors or supervisors of the Company or any of its affiliates; the shares of the Company and the shareholding weights held by themselves, spouses, relatives within the second degree of kinship (or under others‘ names); if they are employees, directors or supervisors of the companies having certain relationships with the Company (please refer to Subparagraph 5-8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); and in the past 2 years, the compensation amount received by providing commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company.

  • Diversity and Independence of the Board of Directors:

  • (1) Diversity of the Board:

  • Based on the diversification policy, strengthening corporate governance, and promoting the development of the composition and structure of the Board of Directors, the nomination of Director candidates is based on a candidate nomination system in accordance with the Company's Articles of Incorporation. The candidates' academic (experience) qualifications, professional background, integrity or related professional qualifications are evaluated and approved by the Board of Directors before being submitted to the shareholders' meeting for election. Other than the directors concurrently serving as the Company‘s managers not exceeding one third of the total directors, the composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operation type, and development needs,which includes, but is not limited to the following:

  • i. Basic requirements and values: nationality, gender and age.

  • ii. Industry and professional experience.

  • iii. Professional knowledge and skills: ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead, and aility to make policy decisions

14

The Implementation of the Board‘s diversity:

Diversified
core
Name
Basic composition Basic composition Basic composition Basic composition Basic composition Basic composition Basic composition Professional
background
Professional
background
Professional knowledge and skills
Professional knowledge and skills
Professional knowledge and skills
Professional knowledge and skills
Professional knowledge and skills
Professional knowledge and skills
Nationality Gemder An employee of
the Compan
Age Term of Office
of the
independent
director
Accounting &
finance
law ability to make
operational
judgments
ability to perform
accounting and
financial analysis
ability to conduct
management
administration
ability to conduct
crisis management
knowledge of the
industry
an international
market perspective
ability to lead, and
to make policy
decisions
41-50
years
old
51-60
years
old
61-70
years
old
71-80
years
old
0-3
years
3-6
years
6-9
years
Chairman
TAN,
KIN-MEN
Taiwan (R.O.C.)
M V V V V V V V V V
Director
Wang
Hai-Lun
F V V V V V V
Director
Hsieh
Yu-Chin
M V V V V V V V V V
Director
Chu
Tsung-Pin
M V V V V V V V V
Director
Peter Chen
M V V V V
Director
Hsieh
Tzu-Yun
M V V V V
Independent
Director
Chang
Yi-Yun
F V V V V V V V V V
Independent
Director
Hou
Ming-Li
M V V V V V V V V V V V
Independent
Director
Chen
Wei-Lung
M V V V V V V V V V V V
Independent
Director
Chien
Hsueh-Li
M V V V V V V V V V

The current Board of Directors of the Company consists of 10 Directors, and the specific management objectives of the Board of Directors' diversity policy and the achievement of these objectives are as follows:

follows:
Management objectives Achievement
Independent Director seats more than one-third of the Director seats Achived
The directors concurrently serving as the Company‘s managers not
exceedingone third of the total directors
Achived

15

Not having a marital relationship, or a relative within the second
degree of kinshipto anyother director of theCompany
Achived
Alldirectorcontinues to develop professional knowledge and skills Achived

(2) Board of Directors Independence :

The company currently has 10 members of the Board of Directors, including 4 Independent Directors (accounting for 40% of all Directors). As of the end of 2011, all Independent Directors have complied with the Securities and Futures Bureau, Financial Supervisory Commission's regulations on Independent Directors, and there are no Paragrasphs 3 and 4 stipulated in Article 26-3 of the Securities Exchange Act between each Director and Independent Director. The Board of Directors of the company is independent (please refer to page 9 of this annual report - Disclosure of Directors‘ Professional Qualifications and Independence of the Independent Directors), each Director's education, gender and work experience (please refer to pages 6 to 7 of this annual report – Director‘s information).

16

(2)Management Team:

Management Team

April 23,2022 April 23,2022
Title Nationality
Name
Gender Date
Effective
Shareholding Spouse & Minor
Shareholdin

Shareholding
by Nominee
Arrangement
Experience
(Education
Other
Position

Managers who are
Spouses or Within
Two Degrees of
Kinship
Remark
Shares % Shares % Shares % Title Name Relation
General
Manager
Taiwan
(R.O.C.)
TAN,
KIN-MEN
M 06.30.1997 4,695,202 2.07 - - - - MA in Economics,
Meiji University

Note 1
None None None Note 4
Assistant
Manager
Taiwan
(R.O.C.)
Shen
Shao-Pin
M 11.01.2015 1,019 0.0004 - - - - Department of
Chemistry,
National Chung
HsingUniversit
Note 2 None None None
Financial
Executive
Taiwan
(R.O.C.)
Wang
Yi-Ho
M 01.01.2002 88,938 0.04 3,439 0.002 - - Master of
Business,
Soochow
University
Note 3 None None None
  • Note 1: See Note 2 in Schedule I on P8.

  • Note 2: A.OCEAN GROUPExecutive director of (Juristic person representative of Ocean Plastics Co., Ltd.)

  • B.Chairman of Ocean Plastics (Huizhou) Co., Ltd. (Juristic person representative of SAGE HOLDINGS)

  • Note 3: A. Supervisor of Chang-Hsin-Hsin-Yeh Co., Ltd.(Juristic person representative of Ocean Plastics Co., Ltd.)

  • B. Chairmanof UNIVERSE ENTERPRISES(Juristic person representative of Ocean Plastics Co., Ltd.)

  • C. Chairman of FERMAT ENTERPRISES(Juristic person representative of Ocean Plastics Co., Ltd.) D.Executive director of SAGE HOLDINGS(Juristic person representative of Ocean Group)

  • E. Executive director ofRISE FUTURE INT‘L LTD (Juristic person representative of Ocean Group)

  • F. OPC HOLDINGSChairman(Juristic person representative of Ocean Group)

  • G. Supervisor ofDongguan Ocean Innovative Leather Products Co., Ltd.(Juristic person representative of RISE FUTURE INT‘L LTD)

  • Note 4: If the general manager or equivalent (top manager) and the chairman of the board are the same person, or are related to each other as spouses or first cousins, the reasons, reasonableness, necessity and response measures should be disclosed:

  • The amendment to the articles of association to set up four Independent Directors was approved by the Board of Directors on March 26, 2021 and completed by the shareholders' meeting election on July 27, 2021.

  • The four existing independent directors are specialized in the fields of finance, accounting and law respectively, and can effectively perform their supervisory functions.

  • Arranging for directors to attend professional director courses of external organizations such as the Securities and Futures Commission to enhance the operational effectiveness of the Board of Directors.

  • No more than half of the current directors are also employees or managers.

17

3.Remuneration of Directors, Supervisors, General Manager, and Deputy General Manager:

(1-1)Remuneration of Directors (by way of disclosure of names at individual grade levels)

Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Unit: NT$1,000
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Salary, Bonuses,
and Allowances
(E
)
Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)

Thecompa
ny
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements
The
company
All companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
4,123 4,123
0
0
0
0
0
0
6,053
1.90%
6,053
1.90%
None
0
0
0
0
0
0
0
0
758
0.24%
758
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
763
0.24%
763
0.24%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
666
0.21%
666
0.21%
None
0
0
0
0
0
0
0
0
414
0.13%
414
0.13%
None
0
0
0
0
0
0
0
0
499
0.16%
499
0.16%
None
0
0
0
0
0
0
0
0
217
0.07%
217
0.07%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
0
0
0
0
0
0
0
0
282
0.09%
282
0.09%
None
Title Name Remuneration Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Relevant Remuneration Received by Directors
Who are Also Employees
Ratio of Total
Compensation
(A+B+C+D+E+F
+G) to Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than
the
Company‘s
Subsidiary
Base
Compensation(A
)
Severance Pay
(B)
Bonus to
Directors(C)
Allowances (D) Salary, Bonuses,
and Allowances
(E
)

Severance Pay
(F)
Profit Sharing-
Employee Bonus (G
)
Thecomp
any
All
companies
in the
consolidate
d financial
statements
Thecomp
any
All
companies
in the
consolidate
d financial
statements
Thecompan
y
All
companies
in the
consolidate
d financial
statements
Thecomp
any
All
companies
in the
consolidated
financial
statements
Thecompan
y
All
companies
in the
consolidated
financial
statements
Thecompa
ny
All
companies
in the
consolidated
financial
statements

Thecompa
ny
All
companies
in the
consolidated
financial
statements

The
company
All companies
in the
consolidated
financial
statements

Thecompan
y
All
companies
in the
consolidated
financial
statements
cash stock cash stock
Director TAN,
KIN-MEN
144 144 0 0 1,751 1,751 35 35 1,930
0.60%
1,930
0.60%
4,123 4,123 0 0 0 0 0 0 6,053
1.90%
6,053
1.90%
None
Hsuan
Yang
Investment
Co., Ltd.
Rep.
Wang
Hai-Lun

144
144 0 0 584 584 30 30 758
0.24%
758
0.24%
0 0 0 0 0 0 0 0 758
0.24%
758
0.24%
None
Want
Want
Co., Ltd.

Rep.
Hsieh
Yu-Chin
144 144 0 0 584 584 35 35 763
0.24%
763
0.24%
0 0 0 0 0 0 0 0 763
0.24%
763
0.24%
None
Li
Hsiang
Industrial
Co., Ltd.

Rep.
Chu
Tsung-Pin
144 144 0 0 584 584 35 35 763
0.24%
763
0.24%
0 0 0 0 0 0 0 0 763
0.24%
763
0.24%
None
Peter Chen 144 144 0 0 584 584 35 35 763
0.24%
763
0.24%
0 0 0 0 0 0 0 0 763
0.24%
763
0.24%
None
Wang
Ju-Keng
82 82 0 0 0 0 15 15 97
0.03%
97
0.03%
0 0 0 0 0 0 0 0 97
0.03%
97
0.03%
None
Hsieh
Tzu-Yun
62 62 0 0 584 584 20 20 666
0.21%
666
0.21%
0 0 0 0 0 0 0 0 666
0.21%
666
0.21%
None
Independent Director Chang Yi-Yun 384 384 0 0 0 0 30 30 414
0.13%
414
0.13%
0 0 0 0 0 0 0 0 414
0.13%
414
0.13%
None
Hou Ming-Li 464 464 0 0 0 0 35 35 499
0.16%
499
0.16%
0 0 0 0 0 0 0 0 499
0.16%
499
0.16%
None
Lin Chao-Min 202 202 0 0 0 0 15 15 217
0.07%
217
0.07%
0 0 0 0 0 0 0 0 217
0.07%
217
0.07%
None
Chen
Wei-Lung
262 262 0 0 0 0 20 20 282
0.09%
282
0.09%
0 0 0 0 0 0 0 0 282
0.09%
282
0.09%
None
Chien
Hsueh-Li
262 262 0 0 0 0 20 20 282
0.09%
282
0.09%
0 0 0 0 0 0 0 0 282
0.09%
282
0.09%
None

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

18

(2-1) Remuneration of supervisors: Not applicable

(3-1)Remuneration of thegeneral manager and deputy general manager (names and remuneration disclosed separately

Unit: NT$1,000

Title Name Salary (A) Salary (A) Severance Pay (B) Severance Pay (B) Bonuses, and
Allowances (C)
Bonuses, and
Allowances (C)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Ratio of total
compensation
(A+B+C+D) to net
income (%))
Ratio of total
compensation
(A+B+C+D) to net
income (%))
Compensation
paid to the
General
Manager and
Deputy General
Manager from
an Invested
Company
Other Than the
Company‘s
Subsidiary
None
The
company

All
companies
in the
consolidated
financial
statements

The
company
All
companies
in the
consolidated
financial
statements
The
company
All
companies
in the
consolidated
financial
statements
The
company
All
companies in
the
consolidated
financial
statements

The
company
All
companies
in the
consolidated
financial
statements
cash stock cash stock
President TAN,
KIN-MEN
3,431 3,431 0 0 692 692 0 0 0 0 4,123
1.29%
4,123
1.29%

(4-1)Remuneration of the top five highest paid executives of listed companies (names and remuneration disclosed separately

Unit: NT$1,000

Title Name Salary (A) Salary (A) Severance Pay (B) Severance Pay (B) Bonuses, and
Allowances (C)
Bonuses, and
Allowances (C)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Profit Sharing-
Employee Bonus (D)
Ratio of total
compensation
(A+B+C+D) to net
income(%))
Ratio of total
compensation
(A+B+C+D) to net
income(%))
Compensation
paid to the
General
Manager and
~~D~~eputy Genera
Manager from
an Invested
Company
Other Than the
Company‘s
Subsidiary
The
company

All
companies
in the
consolidated
financial
statements

The
company
All
companies
in the
consolidated
financial
statements
The
company
All
companies
in the
consolidated
financial
statements
The
company
All
companies in
the
consolidated
financial
statements

The
company
All
companies
in the
consolidated
financial
statements
cash stock cash stock
President TAN,
KIN-MEN
3,431 3,431 0 0 692 692 0 0 0 0 4,123
1.29%
4,123
1.29%
None
Assistant
Manager
Shen
Shao-Pin
1,832 1,832 - - 386 386 36 - 36 - 2,254
0.71%
2,254
0.71%
None
Senior
Manager
Chen
Yi-Hsiung
1,477 1,477 - - 383 383 35 - 35 - 1,895
0.59%
1,895
0.59%
None
vice plant
manager
Tu
Min-Lang
1,333 1,333 - - 386 386 32 - 32 - 1,751
0.55%
1,751
0.55%
None
Manager Chang
Yu-Hui
1,413 1,413 - - 264 264 32 - 32 - 1,709
0.54%
1,709
0.54%
None

19

Name of the managers who distributes employee compensation and how it is distributed

Unit: NT$1,000

Unit: NT$1,000
Title Name Stock Cash Total Total to net income
after tax (%)
Manager President TAN,
KIN-MEN
- 65 65 0.02
Assistant Manager Shen
Shao-Pin
Financial
Executive
Wang Yi-Ho

(4)Separate comparison and explanationof Remuneration for Directors, Supervisors, General Manager and Deputy General Manager in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, General Manager and Deputy General Manager:

Title 2021 Ratio of total remuneration
paid to directors, supervisors,
general manager and deputy
general manager to net income
(%)
2021 Ratio of total remuneration
paid to directors, supervisors,
general manager and deputy
general manager to net income
(%)
2020 ratio of total remuneration paid
to directors, supervisors, general
manager and deputy general
manager to net income (%)
2020 ratio of total remuneration paid
to directors, supervisors, general
manager and deputy general
manager to net income (%)
The
company
All companies in the
consolidated financial
statements
The
company
All companies in the
consolidated financial
statements
Directors 3.64 3.64 1.94 1.94
Presidents and Vice
Presidents

(1) The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, General Managers and Deputy General Managers of the Company, to the net income:

Total compensation as a percentage of net income after tax of 3.64% in 2021 increased by 1.7% from 1.94% for 2020. In 2021, the selling price of some products of the company increases, but the price of raw material VCM is higher due to the rising international freight, which greatly reduces the gross profit margin, resulting in a net operating loss in 2021. Due to the non-operating income from dividend income and equity method investment interests, the net profit after tax in 2021 is less than that in 2020.

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

The remuneration of the Company's directors includes remuneration, director compensation, and business execution expenses, which is set forth in Article 17 of the Company‘s Articles of Incorporation. Directors may be remunerated in accordance with the usual industry practice, and the board of directors is authorized to set such remuneration. Independent directors may receive fixed remuneration without participating in the distribution of directors' compensation. The directors shall

20

be paid carriage fees as determined by the board of directors' meeting and shall be paid regardless of the Company's profit or loss. In accordance with Article 22 of the Company's Articles of Incorporation, not less than 1% of the Company's annual profit shall be allocated to employee compensation and not more than 2% to director compensation.

When an independent director serves as a member of the Audit Committee or the Compensation Committee, he or she shall receive remuneration for attending the meetings in person.

Remuneration of the general manager and deputy general manager includes salary, bonus, and profit sharing- employee bonus etc.; the salary and bonus are determined based on the degree of participation in the company's operations and the value of contributions. The profit sharingemployee bonus is determined by the Board of Directors in accordance with the Company's Articles of Incorporation and reported to the shareholders' meeting. profit sharing- employee bonus is paid in accordance with the "Employee Bonus Payment Method" and is not paid to the Director who is also a manager. The distribution method is based on the ranking, performance appraisal and seniority.

The company pays directors and managers remuneration, in addition to considering the company's future operational development and operational risks, it has also comprehensively considered the payment method of the salary and compensation and the company's future risk matters, and at the same time evaluates the positive correlation with its operating performance, in order to seeka balance between sustainable operation and risk control.

4.Implementation of Corporate Governance:

(1)Board of Directors:

(1)Board of Directors

The most recent annual meeting of the Board of Directors was held seven times (A) and the attendance of directors was as follows:

directors was as follows:
Title Name Attendance
in Person(B)
By Proxy Attendance Rate
(%) (B/A)

Remarks
Chairman TAN,KIN-MEN 7 0 100% re-elected
Director Hsuan Yang
Investment Co.,
Ltd.(representative:
WangHai-Lun)
6 1 85% re-elected
Director Want Want Co.,
Ltd.(representative:
Hsieh Yu-Chin)
7 0 100% re-elected
Director LiHsiang Industrial
Co.,
Ltd.(representative:
Chu Tsung-Pin)
7 0 100% re-elected
Director Peter Chen 7 0 100% re-elected

21

Director Wang Ju-Keng 3 0 100% Former, re-elected on July
27,2021
Director Hsieh Tzu-Yun 4 0 100% New, re-elected on July
27,2021
Independent
Director
Chang Yi-Yun 6 1 85% re-elected
Independent
Director
Hou Ming-Li 7 0 100% re-elected
Independent
Director
Lin Chao-Min 3 0 100% Former, re-elected on July
27,2021
Independent
Director
Chen Wei-Lung 4 0 100% New, re-elected on July
27,2021
Independent
Director
Chien Hsueh-Li 4 0 100% New, re-elected on July
27,2021
Other mentionable items:
1. The Board of Directors shall state the date and time of the meeting, the content of the motion, the
opinions of all independent directors and the Company's handling of the opinions of the independent
directors if any of the following circumstances apply to the operation of the Board of Directors:
(1) Matters set forth in Article 14-3 of the Securities and Exchange Act: The Company's Audit
Committee is established by four independent directors, and the provisions of Article 14-3 are
not applicable. The matters listed in Article 14-5 of the Securities and Exchange Act are referred
to the Audit Committee for discussion, please refer to "(2) Operation of the Audit Committee".
(2) Other than the foregoing, there were no other resolutions of the Board of Directors that were
opposed or qualified by the independent directors and were recorded or stated in writing: None
for the year ended December 31, 2021.
2. If there are directors‘ avoidance of motions in conflict of interest, the directors‘ names, contents of
motion, causes for avoidance and voting should be specified:
Board Date
Director
Name
motions
causes for
avoidance
voting
3/26/2021
Chang
Yi-Yun
Amend the
Independent
Director
compensation of
the Company.
There is an interest
relationship with the
independent
director, to amend
the compensation
amount of the
independent director.
did not vote
Hou
Ming-Li
Lin
Chao-Min
7/27/2021
Chang
Yi-Yun
It is proposed
that four
Independent
Directors will
form the
Company's 5th
Remuneration
4 independent
directors are the
parties.
did not vote
Hou
Ming-Li
Chen
Wei-Lung
Chien

22

Hsueh-Li Committee.

  1. Listed companies shall disclose information on the periodicity and duration, scope, manner and content of the evaluation of the self- (or peer) evaluation by the board of directors: Board of Directors' Evaluation of Implementation
Evaluation
Periodicity
(Note 1)
Evaluation
duration(N
ote 2)
Evaluation
Scope (Note 3)
Evaluation
manner
(Note 4)
Evaluation Content
(Note 5)
Evalu-
ation
Results
Performed
once
a year
01/01/2021
~
12/31/2021
Performance
Evaluation of
Board of
Directors
Internal
self-evaluation
ofBoard of
Directors
1. The degree of participation in the
company's operation
2. Quality of Board of
Directors' decisions
3. Composition and Structure of the
Board of Directors
4. Election of Directors and
Continuing Education
5. Internal control
4.53
4.65
4.83
4.56
4.63
Performance
evaluation of
Individual
Board
Members
Director
Self-
evaluation
1. Mastery of company goals and
tasks
2. Directors' Responsibilities
Awareness
3. The degree of participation in the
company's operation
4. Internal relationship management
and communication
5. Professional and Continuing
Education of Directors
6. Internal control
4.57
4.73
4.50
4.40
4.73
4.77
Performance
evaluation of
Functional
Committee
Audit
Committee
Self-
evaluation
1. The degree of participation in the
company's operation
2. Functional committee
responsibility recognition
3. Functional committee decision
quality
4. Functional Committee
Composition and Selection of
Members
5. Internal control
4.88
4.72
4.86
4.81
4.67
Remuneration
Committee‘s
Member Self-
evaluation

1. The degree of participation in the
company's operation
2. Functional committee
responsibility recognition
3. Functional committee decision
quality
4. Functional Committee
Composition and Selection of
Members
5. Internal control
4.81
4.56
4.68
4.69
4.67

Evaluation grades: 1 Very poor, 2 Poor, 3 Average, 4 Good, 5 Very good.

Note 1:This refers to the implementation cycle of Board of Directors evaluation, for example, once a year.

Note 2:This refers to the period covered by Board of Directors evaluation, for example, the performance evaluation of Board of Directors from January 1, 2019 to December 31, 2019. Note 3: Evaluation Scope includes the performance evaluation of Board of Directors, of individual board members, and of functional committee respectively.

Note 4: Evaluation Method includes internal self-evaluation of Board of Directors, peer evaluation, appointment of external professional organizations, experts or other appropriate means to

23

conduct performance evaluation, peer evaluation, appointment of external professional organizations, experts or other appropriate means to conduct performance evaluation. Note 5: The Evaluation Content includes at least the following items according to the Evaluation Scope:

  - (1)Performance evaluation of Board of Directors:includes at leastthe degree of participation in the company's operation, quality of board of directors' decisions, composition and structure of the board of directors, election of directors and continuing education, and internal control, etc.

  - (2)Performance evaluation of Individual Board Members: includes at leastmastery of company goals and tasks, directors' responsibilities awareness, the degree of participation in the company's operation, internal relationship management and communication, professional and continuing education of directors, and internal control, etc.

  - (3)Performance evaluation of Functional Committee: the degree of participation in the company's operation, functional committee responsibility recognition, functional committee decision quality, functional committee composition and selection of members, and internal control, etc.
  • 4.An evaluation of targets for strengthening the functions of the board of directors during the current and immediately preceding fiscal years (e.g. the establishment of an audit committee, the promotion of information transparency, etc.), and measures taken toward achievement thereof:

  • (1) To build up a good board governance system, improve the supervisory function and strengthen the management function of the Company, and in accordance with the provisions set forth in Taiwan Stock Exchange Corporation‘s ―Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers‖, if chairman and general manager are the same person, the number of independent directors should not be less than 4. Four independent directors were elected at the general meeting held on 27 July 2021.

  • (2) Establishmen of Audit Committee and Remuneration Committee: On July 27, 2021, the shareholders' meeting was re-elected and the 3rd Audit Committee was formed by 4 independent directors to exercise the duties and responsibilities stipulated by the Securities and Exchange Act, the Company Act, and other laws and regulations. At the same time, four independent directors formed the 5th Remuneration Committee to evaluate the remuneration policies and systems of the directors and managers of the Company, and to strengthen the Board of Directors' execution.

  • (3) In line with the amendment of the regulations: On March 26, 2021 the board amended the Company‘s "Procedure for Board of Directors Meetings," "Procedures for Election of Directors", and "Remuneration Committee Charter," and implemented them in accordance with the revised regulations in an effort to enhance the transparency of information, with good implementation.

  • (4) Strengthening corporate governance: On June 29, 2021, the Board of Directors set up a corporate governance officer to take charge of corporate governance affairs and assist the directors to perform business to play a supervisory role. At the same time, ―Corporate Governance Best-practice Principles‖ have been formulated and approved by the Board of Directors.

  • (5) Conduct annual performance evaluations for the board, board members and functional committees to strengthen the board's functions.

  • (6) The Company announces important resolutions of each board meeting on the Company's website and takes out liability insurance for directors and managers to enhance the transparency of the Company's operational information and to protect the interests of shareholders.

  • Note 1: If the director or supervisor is a legal entity, the name of the legal shareholder and the name ofthe representative should be disclosed.

  • (1) The actual attendance rate (%) is calculated based on the number of meetings of the Board ofDirectors and the actual number of meetings attended during the term of office of the director.

  • (2) If a director or supervisor is re-elected before the end of the year, both the new and old director

24

or supervisor should be listed and the date of re-election should be indicated in the Remarks column.The actual attendance rate (%) is calculated based on the number of meetings of the Board of Directors and the actual number of attendance during the term of office.

(2)Audit Committee:

A total of 4 (A) Audit Committee meetings were held in 2021. The attendance of the independent directors was as follows:

Title Name Attendance
in Person
(B)
By
Proxy
Attendance Rate
(%) (B/A)
(Note)
Remarks
Independent
Director
Hou
Ming-Li
4 0 100% re-elected
Independent
Director
Chang
Yi-Yun
3 1 75% re-elected
Independent
Director
Lin
Chao-Min
1 0 100% Former, re-elected on July
27, 2021
Independent
Director
Chen
Wei-Lung
3 0 100% New, re-elected on July 27,
2021
Independent
Director
Chien
Hsueh-Li
3 0 100% New, re-elected on July 27,
2021
To strengthen corporate governance, on July 27, 2021, the shareholders' meeting was re-elected and
the 3rd Audit Committee was formed by 4 independent directors to exercise the duties and
responsibilities stipulated by the Securities and Exchange Act, the Company Act, and other laws and
regulations. The members of Audit Committee elected Mr. Hou Ming-Li as the convener. The Audit
Committee is taking the responsibility for carrying out the fair representation of the Company's
financial statements, appointment or dismissal of attesting CPAs and evaluation of CPAs‘
independence and performance, effective implementation of the Company‘s internal control, the
Company's compliance with relevant laws and regulations, control and management of existing or
latent risks, etc.
Other mentionable items:
1. If the Audit Committee operates under any of the following circumstances, it shall state the date
and period of the Audit Committee meeting, the content of the motion, the content of the
objections, reservations or significant recommendations of the independent directors, the results
of the Audit Committee resolution and the Company's handling of the Audit Committee's
opinion.
(1) The matters listed in Article 14-5 of the Securities and Exchange Act.: Please refer to Note 1.
(2) Other than the foregoing, any item not passed by the Audit Committee but approved by at
least two-thirds of all the directors: There were no matters under (2) above in FY2021.
2. If there are independent directors‘ avoidance of motions in conflict of interest, the directors‘
names, contents of motion, causes for avoidance and voting should be specified: There were no
interested parties' motions requiring recusal in 2021.
3. Communications between the independent directors, the Company's chief internal auditor and
CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.):
(1) The audit supervisor of the companyshall deliver the audit report and follow-upreport to

25

each audit committee member after the verification of the audit report and follow-up report, and report to the audit committee meeting. Both parties have smooth communication. The audit supervisor and accountants of the company also maintain smooth communication channels, and according to the regulations of the competent authority, the implementation of the audit plan of the next year and the implementation of the audit plan of the previous year, as well as the improvement of the internal control deficiency and abnormal matters, and complete the report.

  • (2) The Company invites accountants to sit on the Audit Committee to report and communicate to the independent directors the results of the review or examination of the quarterly and annual financial statements, key audit matters, amendments to the IFRSs bulletin, sources and uses of special surplus reserves, or other statutory issues affecting the Company.

  • Note: * If an independent director vacates his or her position before the end of the year, the date of departure should be indicated in the Remarks column. The actual attendance rate (%) is calculated based on the number of Audit Committee meetings and the actual attendance during their employment.

  • If there is a re-election of independent directors before the year-end, both new and existing independent directors should be listed, and the date of re-election should be indicated in the Remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Audit Committee and the actual attendance of the Audit Committee during the term of employment.

  • Note 1: The Audit Committee held four meetings in 2021 to consider, among other things, the matters set forth in Article 14-5 of the Securities and Exchange Act.:

  • Audit of financial reports.

  • Review of the effectiveness of the internal control system established or amended.

  • A material asset or derivatives transaction.

  • A material monetary loan, endorsement, or provision of guarantee.

  • The offering or issuance of marketable securities.

  • Whether the manager and the director have related party transactions and possible conflicts of interest.

  • The hiring or dismissal of an attesting CPA, or the compensation given thereto.

  • The appointment or discharge of a financial, accounting, or internal auditing officer.

The implementation in 2021:

The date and
period of the
Audit
Committee
meeting
The content of the motion The content of
the objections,
reservations or
significant
recommendations
of the
independent
directors
The results
of the
Audit
Committee
resolution
The Company's
handling of the
Audit
Committee's
opinion
The
10thmeeting
of
2ndCommittee
on March 25,
2021
1. For operational and cash flow needs, application with
KGI Commercial Bank for renewal of a medium-term
guaranteed loan amount of NT$1 billion with a term of 3
years, of which NT$200 million is guaranteed by the
Company as a joint guarantor for the use of
ChanghsinHsinyeh Co. for determination.
2. Amendments to the Company's ―Rules of Procedure for
Shareholders Meetings‖ and ―Procedures for Election of
Directors‖ for review and approval.
3. Amendments to the Company's Remuneration Committee
Charter for review and approval.
4. The Company's"Statement of InternalControl‖ in
None After the
chairman
consulted
all the
members
present,
the motion
was
passed
without
objection.
Submitted to
the 16th
meeting of
20thBoard of
Directors for
deliberation
and approved
by all directors
present

26

compliance with the ―Regulations Governing
Establishment of Internal Control Systems by Public
Companies‖ issued by the Financial Supervisory
Commission for review and approval.
5. For preparation of 2020 financial report and consolidated
financial report for determination.
6. The Company's 2020 earnings distribution proposal and
2020 businessreportfordetermination.
The 1~~st~~
meeting of
4rd
Committee
on Aug. 10,
2021
(1) The Company's Quarterly Report on Consolidated
Financial Statements for Fiscal Year 2021 for
determination.
Submitted to
the 2nd
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present
The 2nd
meeting of
3rd
Committee
on Nov.10,
2021
1. For the operational needs of the company and its
subsidiary ChanghsinHsinyeh Co., it is proposed to apply
to Yuanta Bank for raising the financing quota for
determination.
2. In order to meet the operational needs of the subsidiary
ChanghsinHsinyeh Co., it is proposed to apply to Huanan
Bank to increase the credit line for determination.
3. The Company intends to transfer 21.3% of the readjusted
land, No. 1286, with an area of 570.27 square meters,
which is under the case of Urban Land Consolidation by
private sector, to its subsidiary ChanghsinHsinyeh Co. for
an amount of NT$20,150,155 for determination.
Submitted to
the 3rd
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present
The 3~~rd~~
meeting of
3rd
Committee
on Dec. 21,
10, 2021
1. In order to improve the ability of the company to prepare
financial statements and standardize the management and
control of the process of preparing financial statements,
the company intends to amend the "process of preparing
financial statements" for review and approval.
Submitted to
the 4th
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present

27

(3) Corporate Governance Implementation Status and Deviations from ―the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed

Companies‖:

Companies‖:
Evaluation Item Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
1. Does the company establish and disclose
theCorporate Governance Best-Practice
Principlesbased on ―Corporate Governance
Best-PracticePrinciples for TWSE/TPEx
ListedCompanies‖?
V The Company has established the "Corporate Governance
Best-Practice Principles", which was approved by the Board of
Directors on December 21, 2021, and in accordance with the
"Corporate Governance Best-Practice Principles", the Company has
strengthened its internal control system and enhanced information
transparency in order to protect the interests of shareholders and
stakeholders.
None
2. Shareholding structure & shareholders‘ rights
(1) Does the company establish an
internaloperating procedure to deal with
shareholders‘suggestions, doubts, disputes and
litigations,and implement based on the
procedure?
V (1) The Company has a spokesperson and a deputy spokesperson to
deal with issues such as shareholder proposals or
disputes;Investors can ask questions or make suggestions from the
email address provided on the company's website.
None
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
V (2) The Company's stock agency provides a register of
shareholders,keeps up to date with a list of substantial shareholders
and ultimatecontrollers of substantial shareholders and interacts
well with the
substantial shareholders.
None

28

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
(3) Does the company establish and execute the
risk management and firewall system within its
conglomerate structure?
V (3) ―The Subsidiary Management Regulations‖ have been established
to implement a mechanism for the supervision of subsidiaries.
None
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
V (4) The Company has in place the ―Procedures for Handling Material
Inside Information,‖ and the―Procedures for Ethical Management
and Guidelines for Conduct‖,which prohibit insiders from trading
in securities using informationnot publicly available in the
market.When new directors and managers assume office, the
Company also provides information on the relevant regulations and
reminds them of the precautions to be taken when insider trading is
involved.

None
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement
adiversified policy for the composition of
itsmembers?
V (1) In the nomination and selection of board members, the
academicqualifications and experience of each member have been
assessedand the "Procedures for Election of Directors and
Supervisors" andthe "Corporate Governance Best Practice
Principles" have beencomplied with to ensure that pluralism,
independence andstakeholder views are taken into consideration.
The current directors have professional backgrounds, skills and
industry experience. Among the board members, there are 4
independent directors,including2 female directors,whose
None

29

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
professional fields include law, finance, corporate governance and
construction, etc. They provide advice on the operation and future
development of the Company. Please refer to pages 12-13 for
details of the diversityof the Board of Directors.
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
V (2) The Company has set up a remuneration committee and an
auditcommittee as required by law and Other functional
committees will be established in the future depending on actual
operational needs.
None
(3) Does the company establish a standard to
measure the performance of the Board, and
implement it annually? The results of the
performance evaluation will be reported to the
board of directors and used as reference for
individual director's salary compensation and
nomination for reappointment?
V (3) The "Self-Evaluation or Peer Evaluation of the Board of
Directors" was approved by the Board of Directors on December
22, 2020 and was completed by the first quarter of 2022, and the
evaluation results were reported to the Board of Directors on
March 23, 2022.In 2021, the self-evaluation score of Board of
Directors' performance evaluation is 23.8 points (full score is 25
points), and the self-evaluation score of individual director‘s
performance evlautaionis 27.7 points (full score is 30 points). The
self-evaluation score of the performance evaluation of audit
committee and compensation committee was 23.9 points 23.4
poinydrespectively (full score is 25 points).
The performance evaluation of the Board of Directors will be
carried out regularlyevery year.
None

30

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
(4) Does the company regularly evaluate the
independence of CPAs?
V (4) The Company evaluates the independence and competence of the
CPA every year, in addition to requiring the certified accountant to
provide the "Total Independence Statement", the evaluation will be
made according to the standard of Note 2.Focusing on the number
of years of audit services, fees, nature of non-audit services, legal
proceedings, and whether there are any functional, relational or
business interests with the management of the Company, which
founds they are not interested parties. The results of the evaluation
for the last two years were approved by the board meeting on
March 26,2021 and March 236,20221 respectively.
None
4. Does the listed company have a suitable and
appropriate number of corporate governance
personnel and designate a corporate governance
officer to be responsible for corporate
governance-related matters (including but not
limited to providing directors and supervisors
with information necessary for the execution of
their business, assisting directors and supervisors
in complying with laws and regulations,
conducting board and shareholders' meeting
related matters in accordance with the law, and
preparing minutes of board
andshareholders'meetings,etc.)?
V On June 29, 2021, the Board of Directors approved the appointment of
Mr. Wang Yi-Ho, Manager of Finance Department, as corporate
governance officer. The main responsibilities of the corporate
governance officer are to handle the board of directors and the
shareholders meeting in accordance with the law, prepare the board of
directors and the shareholders meeting minutes, assist the directors in
the appointment and continuous education, provide the directors with
the information required for the execution of the business, assist the
directors to comply with laws and regulations, etc.
The corporate governance officer‘s qualification is based on the
requirement, and completed the professional education/training in
2021. (see page 35)
None

31

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders, as well as handle all the
issues they care for in terms of corporate social
responsibilities?
V A stakeholder section has been set up on the website.
Stakeholders may contact the relevant departments and units of the
Company at any time when necessary, and the Company will assign
dedicated staff to handle the matter as appropriate.
None
6. Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?
V The Company has appointed KGI Securities Co to act for it in relation
to shareholder affairs.
None
7. Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporategovernance?
V (1) A website has been set up and company information is regularly
disclosed.
None
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?

V
(2) The Company has a spokesperson and a deputy spokesperson in
place and discloses relevant information on the Market
Observation Post System on a regular and occasional basis.
None
(3) Does the Company announce and report its
annual financial statements within two months
after the end of the fiscal year, and announce
and report its first,second and thirdquarterly
V (3) The Company's financial reports for the first, second and third
quarters, as well as the announcement and reporting of operations
for each month, were made within the deadlines set by
thecompetent authorities,except for the announcement and
Communicate
with certified
public
accountants with

32

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
financial statements and its operations for each
month well in advance of the prescribed
deadline?
reportingof annual financial reports within two months after the
year-end.
the goal of early
announcement
and reporting of
financial reports.
8. Is there any other important information to
facilitate a better understanding of the company‘s
corporate governance practices (e.g., including
but not limited to employee rights, employee
wellness, investor relations, supplier relations,
rights of stakeholders, directors‘ and supervisors‘
training records, the implementation of risk
management policies and risk evaluation
measures, the implementation of customer
relations policies, and purchasing insurance for
directors and supervisors)?
V (1) Employee rights, employee care: The Company is committed
toproviding a healthy and safe working environment in
accordancewith the law, and has followed the internal management
rules onappointment, promotion, rewards and punishments,
benefits, salaries,training and retirement to ensure fair
opportunities and conductguidelines. In addition to the
establishment of the Employee WelfareCommittee, the Sexual
Harassment Complaint Handling Committee,the Award and
Penalty Committee, and the Labor PensionCommittee, the
Company also holds labor-management meetings toprotect the
rights of employees, prevent accidents and injuries, andseek the
welfare of employees.
(2) Investor relations: The Company has set up a spokesperson system
to provide a point of contact with shareholders and corporate
investment institutions.
(3) Supplier relations: The Company maintains equal and good
relations with its suppliers.
(4) Stakeholder rights:The company maintains smooth
ommunication channels with stakeholders,includingcorrespondent

None

33

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
banks, other creditors, shareholders, employees, customers,
consumers, supplier communities, etc.
(5) Directors' and independent directors' continuing education: Please
refer to page 33 of the annual report (Schedule 1).
(6) Implementation of risk management policies and risk
measurement standards: Major operating policies, investment
proposals, endorsement and guarantees, and capital loans are
evaluated by the responsible departments and implemented in
accordance with the resolutions of the board of directors, while
the audit office prepares annual audit plans and conducts audits
based on the results of the risk assessment.
(7) Implementation of customer policy: Through the ISO
management system, we ensure product quality and reduce energy
consumption. In case of customer complaint about quality, we
follow the customer complaint handling process to address the
complaints for review and improvement.
(8) The articles of incorporation provide for the taking out of liability
insurance for directors and essential officers and the Company has
(9) purchased directors' and managers' liability insurance, and the
relevant renewal information has been reported to the Board of
Directors on December 21,2021.

34

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from
―the Corporate
Governance
Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes
No Abstract Illustration
9. Please describe the improvements that have been made to the results of the latest annual corporate governance assessment issued by the Corporate
Governance Center of the Taiwan Stock Exchange Corporation, and indicate the priorities and measures for improvement where improvements have
not yet been made. (Not required for companies not included in the assessment)
(1)A sustainability promotion team has been established and the first sustainability report is expected to be issued in June 2022.
(2)The English version of the annual report of the shareholders' meeting, Meeting Handbook, and the annual financial report will be uploaded to the
Market Observation Post System within the prescribed period.
(3)The "Corporate Governance Best-Practice Principles" have been established and approved bythe Board of Directors on December 21,2021.

Note 2: Standards for evaluating the CPA‘s independence

No. Evaluation indicators Evaluation
Results
Passed
Independence
Evaluation
1 The CPA has been in office for less than 7years Yes Yes
2 The CPA and audit team members have never held the
position as director, managerial officer, or any position
materiallycritical to the audited case in the most recent 2years.
Yes Yes
3 The CPA and members of the audit team have no familial
relationships with directors, managers, or people in positions
that have major impact on Corporation audits at the Company.
Yes Yes
4 No direct or indirect substantial financial interest between the
CPA and the Company.
Yes Yes
5 Accounting firm of CPA is not overly reliant on funds from any
single client,includingthe Company.
Yes Yes
6 No substantiallyclose business relationshipbetween the CPA Yes Yes

35

and the Company.
7 No potential employment relationship exists when the CPA
audits the Company‘s report.
Yes Yes
8 Non-audit services provided by the CPA to the Company have
no direct impact on the major items of audit servicesprovided.
Yes Yes
9 The CPA is not representing the Company in litigation of a
third party or other disputes.The CPA does not represent the
Company in defending legal cases or other disputes with third
parties.
Yes Yes
10 The CPA does not promote or broker stocks or other securities
issued bythe Company.
Yes Yes

36

(Schedule I)

Education/training for the Company's directors and independent directors in 2021: The term of office of the current directors started on June 30, 2021 and will end on July 26, 2024.

Title Name Date Organizer Course Name hours
Whether or not
the
education/training
meets the
requirements
Director TAN,
KIN-MEN
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Director Peter Chen 12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Director Hsieh
Tzu-Yun
11/23/2021
11/24/2021
Securities &
Futures
Institute
Directors, Supervisors
and Corporate
Governance Officer
Practical Workshop
12 Yes
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Director Chu
Tsung-Pin
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Environmental, Social,
Governance‘s
3 Yes

37

Accounting Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
Director Hsieh
Yu-Chin
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Director Wang
Hai-Lun
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Independent
Director
Hou
Ming-Li
11/18/2021 CPA
Associatios
R.O.C.
(Taiwan)
Practical Application of
Trust Cases (II)

3
Yes
12/13/2021 CPA
Associatios
R.O.C.
(Taiwan)
Discussion on special
practice issues of
company registration in
2021
4 Yes
Independent
Director
Chang
Yi-Yun
07/16/2021 Securities &
Futures
Institute
Climate Mitigation and
Adaptation to Promote
Sustainable
Competitiveness


3
Yes
07/16/2021 Securities &
Futures
Institute
Director and Supervisor
Related Party
Transactions Analysis
and Case Sharing

3
Yes
Independent
Director
Chen
Wei-Lung
09/07/2021 Securities &
Futures
Institute
Operational
Regulations and
Supervision
Mechanisms of
Financial Holding
3 Yes

38

Companies, and
Discussion on
ESG-related
Regulations
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes
Independent
Director
Chien
Hsueh-Li
11/23/2021
11/24/2021
Securities &
Futures
Institute
Directors, Supervisors
and Corporate
Governance Officer
Practical Workshop
12 Yes
12/06/2021 Chinese
Association of
Accounting
Trade secret protection
and non-competition
3 Yes
12/21/2021 Chinese
Association of
Accounting
Environmental, Social,
Governance‘s
Corporate Social
Responsibility
(CSRESG) Model
Practice Analysis
3 Yes

Education/training for the Company's corporate governance officer in 2021:

Name Date Organizer Course Name hours Total
hous
Wang
Yi-Ho
09/15/2021
Accounting and
Development
Foundation
Accounting and Valuation Practices
for Corporate Mergers and Tax Law
Update
4 18
11/17/2021
Accounting and
Development
Foundation
IFRS Real Estate Issues of
Accounting and Valuation Practice
and Tax News
4
12/06/2021 Chinese Association
of Accounting
Trade secret protection and
non-competition
3
12/15/2021
Accounting and
Development
Foundation
The Role and Operation of
"Independent Director" in Corporate
Governance and New Professional
Standards Issues
4
12/21/2021 Chinese Association
of Accounting
Environmental, Social,
Governance‘s Corporate Social
Responsibility (CSRESG) Model
Practice Analysis
3

39

(4). Composition, Responsibilities and Operations of the Remuneration Committee:

  • (1) Professional Qualifications and Independence Analysis of Remuneration Committee Members:
Title
(Note 1)
Criteria
Name

Professional
Qualification and Expereices
(Note 2)
Independence Situation
(Note 3)
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member
Convener Chen
Wei-Lung
Refer to page 9, Information
of Directors and Supervisors
(2): 1. Disclosure of directors‘
professional qualifications
and independence of the
independent directors

Refer to page 9,Information of
Directors and Supervisors (2):
1. Disclosure of directors‘
professional qualifications and
independence of the
independent directors
3
Independent
Director
Hou
Ming-Li
0
Independent
Director
Chang
Yi-Yun
2
Independent
Director
Chien
Hsueh-Li
0
  • Note1: In the form, please specify the relevant work, seniority, professional qualifications and experience of members of the Remuneration Committee, as well as Independence situation; for Independent Director, please remark referring to Appendix 1 Directors and Supervisors (1) on page 6. As for tile, please enter Independent Director or other (please add a note for convener).

  • Note2: Professional Qualification and Expereices: Sepcify the professional qualifications and experiences of individual remuneration committee members.

  • Note 3: Independence situation: Specify that the members of the Remuneration Committee meet the Independence situation, including but not limited to whether relatives within the second degree of kinship of the persion‘s spouse act as directors, supervisors or employees of the company or its affiliated companies; the number and proportion of the company's shares held by relatives within the second degree of kinship (or in the name of others) of the persons‘s spouse; Whether to act as a Director, supervisor or employee of a company (referring to the provisions set forth in Subparagraphs 5 to 8, Paragraph 1, Article 6 of Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange) that has a specific relationship with the company; the amount of compensation received for providing services such as business, legal, financial accounting and other services to the company or its affiliates in the last two years.

  • (2) The implementation of Remuneration Committee:

  • The company's Remuneration Committee has 4 members, consisting of 4 Independent Directors. The Remuneration Committee members elected Mr. Chen Wei-Lung as the convener.

  • The 5th term of members: From July 27, 2021 to July 26, 2024. The Remuneration Committee held 4 meetings (A) in the most recent year. The qualifications and attendance of the members are as follows:

40

Title Name Attendance
in Person
(B)
By
Proxy
Attendance Rate
(%) (B/A) (Note)
Remarks
Convener Chen
Wei-Lung
2 0 100% New, re-elected on
July27,2021
Committee
Member
Hou
Ming-Li
4 0 100% re-elected
Committee
Member
Chang
Yi-Yun
3 1 75% re-elected
Committee
Member
Chien
Hsueh-Li
2 0 100% New, re-elected on
July27,2021
Committee
Member
Lin
Chao-Min
2 0 100% Former, re-elected
on July27,2021
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution
bythe board of directors, and the Company‘s response to the remuneration committee‘s opinion
(eg.,the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified):No
such case.
2. Resolutions of the remuneration committee objected to by members or subject to a
qualifiedopinion and recorded or declared in writing, the date of the meeting, session, content of
the motion,all members‘ opinions and the response to members‘ opinion should be specified:No
such case.
3. Discussions and resolutions of the Remuneration Committee, and the company's handling of
members' opinions:Schedule 1

Schedule 1

Schedule 1
The date and
period of the
Remuneration
Committee
meeting
The content of the motion The content of
the objections,
reservations or
significant
recommendations
of the
Remuneration
Committee
The results of the
Remuneration
Committee resolution
The Company's
handling of the
Remuneration
Committee's opinion
The 7thmeeting
of 4thCommittee
on March 26,
2021
1. A motion to amend the
compensation of the independent
directors of the Company is
submitted for review and
approval.
2. For determination of the
Company's 2010 employee
compensation and director
compensation.
None 1. Respect the motion,
which was submitted
to the Board of
Directors, and follow
the Board of
Directors' resolution.
2. The motion is in
compliance with the
Articles of
Incorporation and all
members present
agreed to send it to
the Board of
Directors for
resolution.

Submitted to the
16th meeting of
20th Board of
Directors for
deliberation and
approved by all
directors present

41

The 8th meeting
of 4th
Committee on
June 29, 2021.
1. It is proposed that Manager Wang
Yi-Ho will be concurrently the
corporate governance officer of
the Company for determination.
All the members present,
the motion was passed
without objection.
Submitted to the
18th meeting of
20th Board of
Directors for
deliberation and
approved by all
directorspresent.
The 1stmeeting
of 5th
Committee on
Augs. 10, 2021
1. Elect the convener.
2. Report on 2020 year-end bonus,
2020 median salary, and 2021
employee salary forecast
adjustment.
1. Member Chen
Wei-Lung was the
convener.
2. Members present
noted.
Submitted to the 2nd
meeting of 21st
Board of Directors
for report.
The 2nd
meeting of 5th
Committee on
Dec. 21, 2021
1. Report the actual salary
adjustment for FY 2021.
2. The expected payment of
year-end bonuses in fiscal 2021.
All members present
noted.
Submitted to the
4th meeting of
21stBoard of
Directors for report
and deliberation.

Note :(1)If a member of Remuneration Committee vacates his or her position before the end of the year,

the date of departure should be indicated in the Remarks column. The actual attendance rate (%) is calculated based on the number of Audit Committee meetings and the actual attendance during their employment.

  • (2)If there is a re-election of Remuneration Committee before the year-end, both new and existing independent members should be listed, and the date of re-election should be indicated in the Remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee and the actual attendance of the RemuneraitonCommittee during the term of employment.

Remuneration Committee‘s duties:

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion.

  1. Establishing and periodically reviewing the performance evaluation, and the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers.

  2. Periodically evaluating and setting the director‘s and managerial officer‘s salary and compensation.

42

(5).Fulfilment of Sustainable Development and Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies":

Companies":
Promoting items Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies‖
and Reasons
Yes No Abstract Illustration
1. Has the company established a governance
structure to promote sustainable development and
set up a dedicated (part-time) unit to promote
sustainable development, with the Board of
Directors authorizing senior management to
handle the matter, and the Board of Directors
supervising the situation?

V




The company's Sustainability Report was officially launched in
November 2021. With the goal of fulfilling social responsibilities, it
will continue to promote corporate governance, environmental
protection and social care and other issues, and make contributions
to the sustainable development of the society as a whole while
creating profits for the company and safeguarding
shareholders' rights and interests.In order to take up the role of
sustainable management, the Company has established an ESG
promotion team with the Chairman as the chief convener and the
Assistant Manager as the deputy chief convener. Each plant
manager is the convener, and there is an executive secretary. The
team is divided into management, supply chain, labor rights, social
participation, and sustainable development groups according to their
functions to implement corporate social responsibility and report the
results to the Board of Directors annually.
On December 21, 2021, the company reported to the Board of
Directors that major themes had been specified in the questionnaire
returned by Stakeholders. At present, management objectives have
been formulated for major themes. According to the assessment
results of risks and opportunities, each department will develop
specific and feasible work objectives for implementation and start


None

43

  1. Does the Company conduct risk assessment onenvironmental, social and corporate governanceissues related to its operations in accordance withthe principle of materiality and establish relevantrisk management policies or strategies?


writing. It is expected that the first Sustainability Report will be
issued in 2022 and the results will be reported to the Board of
Directors.
writing. It is expected that the first Sustainability Report will be
issued in 2022 and the results will be reported to the Board of
Directors.
writing. It is expected that the first Sustainability Report will be
issued in 2022 and the results will be reported to the Board of
Directors.
2. Does the Company conduct risk assessment
onenvironmental, social and corporate
governanceissues related to its operations in
accordance withthe principle of materiality and
establish relevantrisk management policies or
strategies?
V The first Sustainability Report is expected to be issued in 2022,
covering the business data from January 1, 2021 to December 31,
2021. The scope of information is the company's factories and
operations in Taiwan, but does not include subsidiaries.
The "Sustainable Development Materiality Questionnaire" is
provided to external stakeholders and internal senior executives to
assess the major ESG issues and to set related management
strategies and specific implementation targets to reduce the impact
of related risks.The management strategies and implementation
goals formulated by the company based on environmental, social
andgovernance issues related to operations:
Major
Issues
Evaluation
content
Management Strategy and
Implementation Objectives
Economic
Environmental
Social
Legal
compliance
Management policy: compliance,
hazard prevention, communication and
consultation, continuous improvement.
Implementation objectives:
1. Improve the operatingenvironment
to avoid unsafe and illegal
operations.
2. Establish operating standards
according to internal control system.
3. Implement the audit work.
4. External expert assistance.
Economic
Environmental
Social
Grievance
Mechanism
Management policy: Provide a smooth
and unobstructed grievance channel,
through theplatform toput forward
None
Major
Issues
Evaluation
content
Management Strategy and
Implementation Objectives
Economic
Environmental
Social
Legal
compliance
Management policy: compliance,
hazard prevention, communication and
consultation, continuous improvement.
Implementation objectives:
1. Improve the operatingenvironment
to avoid unsafe and illegal
operations.
2. Establish operating standards
according to internal control system.
3. Implement the audit work.
4. External expert assistance.
Economic
Environmental
Social
Grievance
Mechanism
Management policy: Provide a smooth
and unobstructed grievance channel,
through theplatform toput forward

44

policy statements and specific actions.
Implementation objectives: Build a
simple and diverse grievance channel
for stakeholders to participate in policy
discussions and decisions.
Economic Economic
Performance
Management policy:Integrity,
pragmatism, stability and
innovation.Implementation objectives:
1. Toward sustainable development of
enterprises to protect the
environment and reduce carbon
emissions.
2. Improve the AI automation process
to promote the transformation of
enterprises.
3. Revitalize corporate assets to
improve efficiency.
4. Increase high value-added products
to create profits and give back to
shareholders and employees.
Social Labor-
Management
Communication
Management policy: Value the
opinions and rights of employees, and
will always respond appropriately to
any employee's opinions.Any matters
related to employee rights and interests
must be communicated and announced
first, and only after the approval of both
parties can be implemented.
Implementation objectives: There were
0 cases of labor disputes. Maintain

45

good communication channels to build
consensus and effectively enhance the
centripetal force of all employees.
Social Occupational
Safety and
Health
Management policy: Avoid hazardous
accidents, ensure the health of
personnel, implement site safety, and
promote harmony and common
prosperity among workers and
stakeholders.
Implementation objectives:
1. Improve the operating environment
and avoid unsafe and illegal
operations.
2. Effective implementation of internal
control system
3. Meet the requirements of
environmental emission standards.
4. Zero violation, zero fine, zero
pollution, zero disaster, and zero
grievance.
Environmental Chemical
materials and
factory safety
Management policy: Comply with the
law and prioritize the environment.
Implementation objectives: In
compliance with chemical control laws
and regulations, regular drills are held
to ensure zero leakage and zero
pollution.
Environmental Water
Resources
Management
Management policy: Cherish water
resources, enhance the recycling of
groundwater,tapwater reduction,and

46

reclaimed water recovery.
Implementation objectives:
1.The goal is to reduce the consumption
per unit of production in 2019 by 1%
and decrease year by year.
2.Xinwu Plant implements various
monitoring of water resources and
complies with regulations and EIA
standards.
3.Taoyuan Plant must comply with
discharge standards for water
discharge.
4.Each plant ensures compliance with
the relevant laws and regulations of
the Water Pollution Control Act.
3.Environmental issues
(1) Whether the company has established
appropriate environmental management system
according to its industrial characteristics?
V Among our plants in Taiwan, Xinwu Plant, Taoyuan Plant, and
Zhongli Plant have all obtained ISO 14001 certification, and are
audited by an objective third party to achieve continuous
improvement, to avoid polluting the environment and the earth's
ecology.
None
V The Company is actively implementing the concept of remainder
reuse, recycling and energy saving, industrial waste reduction,
refuse sorting, paper reduction and paper reuse, and encouraging
the use of eco-friendly chopsticks, cups and internal network
operations to alleviate the impact on the environment.
Each plant is gradually replacing its equipment and using low
energy consumption equipment, such as the Taoyuan plant replacing
its motors with IE3 high efficiency motors and six air compressors;
the Zhongliplant replacingone high efficiencyinverter air

None

47

compressor; and the Xinwu plant using LED energy-saving light
bulbs throughout theplant.
(2) Does the company assess the impact of climate
change on its current and future operations?
What are the potential risks and opportunities,
and what are the measures to address climate
related issues?
V The company identified the possible transformation of operations
and the risks associated with the entity by referring to the TCFD
model and method, and also identified potential opportunities in the
changing climate.
Risk Items:1. Water, electricity and work stoppages caused by
storms and rainstorms. 2. Continued increase in raw
materials. 3. Carbon emission taxation problems. 4.
Energy shortage and disconnection of supply. 5. Industry
being stigmatized. 6. Acute infectious diseases are
rampant.
Opportunity Projects:1. low water consumption and low energy
consumption technology. 2. participation in green energy
development. 3. development of new green products. 4.
energy diversification. 5. upgrading equipment
automation and intelligence.
Response Measures :In line with the government's green energy
policy, solar power generation systems with a total
capacity of 2,110 kilowatts were built at Xinwu Plant and
Taoyuan 3rd Plant. 2. CELLwood medical tape was
developed at Xinwu Plant. 3. PE flexible pipes and
plastic wood for green building materials were produced
at Zhongli Plant. 4. Water-based PU synthetic leather was
produced at Taoyuan 3rd Plant.
Solar power system and power generation situation of Xinwu Plant
Taoyuan 3rd plant:
Year
Power generation
(kwh)
Carbon
reduction(mt)
Equivalent afforestation
area(ha)



None

48

(3) Does the company calculate GHG emissions, water consumption and total waste weight, and formulate policies for energy conservation, carbon reduction, GHG reduction, water reduction or other waste management for the past two years?

2020
2,690
2,717
182
2021
2,757
2,784
187
R&D situation ofgreen buildingmaterials—Cellwood:
Year
Production
Capacity (mt)
Sales Volume
(MT)
2020
110.90
45.32
2021
96.21
37.29
(3) Does the company calculate GHG emissions,
water consumption and total waste weight, and
formulate policies for energy conservation,
carbon reduction, GHG reduction, water
reduction or other waste management for the
past two years?
V □In GHG emissions management:
Greenhouse gas emissions for the last two years (covering all plants
in Taiwan)
Year
Area 1
(mtCO2e)
Area 2
(mtCO2e)
Total
(mtCO2e)
Emissions per
unit product
(mtCO2e/mt)
2020
3,214
44,031
47,245
0.3167
2021
4,313
41,425
45,738
0.3222
Management policy and results: 1. Each plant gradually replaced its
equipment and used low energy consumption equipment. 2. In line
with the "Graph Path for Sustainable Development of Listed
Companies", the inventory of Taiwan plant area 1.2 was completed
in 2020 and 2021, but it was not verified by a third party and
reported to the Board of Directors on May 11, 2021
□In water resources management:
Water consumption in the last two years (covering all plants in
Taiwan)
Year
water intake
(million
liters)
Discharge
(million
liters)
water
consumption
(million
liters)
water
consumption per
unit of product
(L/MT)
109
440.44
346.71
93.73
0.6302
110
418.56
321.71
96.84
0.6834

None

49

Management policy and results:The Company continues to improve its technology and invest in equipment to recycle 46.15 million liters of water in 2020 and 50.99 million liters of water in 2021.And the temperature controller is used to reduce the starting times of the cooling fan in the cooling tower. The water saving in 2020 and 2021 is 19.89 metric tons and 21.39 metric tons respectively. □In waste management:

The amount of hazardous waste and non-hazardous waste in the last two years (covering all plants in Taiwan)

Year Hazardous
Industrial Waste
(mt)
Non-hazardous
Industrial Waste (mt)
Amount of waste
per unit of product
(mt/mt)
109 484.46 5.91 0.00324
110 655.36 11.95 0.00468

Management policyand results: 1.Adhering to the business attitude of green environmental protection, the waste is divided into general industrial waste and hazardous industrial waste, and according to the "Methods and Facilities Standards for the Storage, Clearance and Disposal of Industrial Waste", this Company entrusted to legal operators to deal with it. 2. Comply with environmental regulations, implement waste reduction at the source, properly classify waste, and implement recycling with high resource reuse rate. 3. Promote waste reduction, and separate some recyclable items such as waste PE film, PE packaging bags, transparent plastic bags, PP plastic ropes, PP woven bags, and PP packing tapes from garbage.

implement waste reduction at the source, properly classify waste,
and implement recycling with high resource reuse rate. 3. Promote
waste reduction, and separate some recyclable items such as waste
PE film, PE packaging bags, transparent plastic bags, PP plastic
ropes,PP woven bags,and PPpackingtapes fromgarbage.
4. Social Responsibilities
(1) Does the Company formulate V Abiding by laws and regulations, the Company does not None
appropriatemanagement policies andprocedures discriminate or pay differently on the basis ofrace, class, language,
in accordance with relevant regulations and thought, religion, political party, place of origin, place of birth,
international human rights conventions? gender, gender orientation,age,marital status,appearance,facial

50

features, disability, horoscope, blood type, or past membership in
any labor union;the same applies to the employment of disabled and
foreign staff.
(2) Does the company formulate and implement
reasonable employeebenefits (including
compensation, vacation, and other benefits),
and appropriately reflect operating performance
or results in employee compensation?
V The Company follows the minimum standards set out in the labor
laws and regulations and, depending on the operating conditions,
establishes measures for performance and employee bonuses,
such as business bonuses, management target bonuses,
performance bonuses, etc., providing various subsidies, such as
education subsidies for employees' children, scholarships for
employees' children, employees' on-the-job training subsidies,
community subsidies, marriage subsidies, funeral subsidies for
family members, maternity subsidies, retirement condolences,
medical subsidies for employees and their families, and emergency
subsidies. It also has leave regulations in place to achieve a balance
between work and family, and a balance between mind and body. In
addition, the articles of association also stipulates that if there is
profit in the annual final account, no less than 1% shall be
appropriated for employee compensation.
None
(3) Does the Company provide a safe and
healthyworking environment, and provide
training onsafety and health for its employees on
a regular basis?

V
In accordance with "Occupational Safety and Health Act," "Labor
Health Protection Rules", the company handles health management,
occupational disease prevention, and health promotion and other
on-site services. At the same time, after the health report is sent to
colleagues, doctors will also be arranged to hold health lectures and
personal report consultation in the factory. In addition, if the
workplace and machinery and equipment may cause health
concerns, the unit is required to make appropriate improvements and
disposals in accordance with laws and regulations.
Among the Company‘s factories in Taiwan, Xinwu Plant has
obtained ISO 45001 certification, and is audited by an objective
thirdpartyto achieve continuous improvement in theprotection of

None

51

labor safetyand health.
(4) Does the Company establish effective career
(5) development programs forits employees?
V The Company's personnel department has created a substitute
staff mechanism through ranking and duties, and has established
a system for the classification, promotion and transfer of staff,
combined with staff education and training to provide effective
career development opportunities for employees. To encourage
middle and senior executives and employees to pursue on-the-job
training, a subsidy of up to $200,000 is provided to obtain a master's
degree.



None
(5) With respect to customer health and safety
ofproducts and services, customer privacy,
marketing, and labeling,does the Company
complywith relevant regulations and
internationalstandards, and formulate related
consumer protection policies and appeal
procedures?
V The company is committed to providing customers with the best
products and services, and continues to invest in the development of
green products that comply with EU RoHS, REACH and other
environmental regulations and meet the green building materials
standards. Some products have obtained the green building label.
Each plant has passed the ISO 9001 management system to ensure
the quality of products with good production control and service
quality, hoping to improve customer loyalty and establish long-term
cooperation with customers.
In 2021, there was no complaint on violation of customer privacy or
loss of customer information, and no product and service related
violations were fined.
None
(6) Does the Company havea supplier
managementpolicy that requiressuppliers to
comply withand implement relevantregulations
on issues such as environmentalprotection,
occupational safety and health, or labor rights?
V The Company has drawn up a "Contractor Evaluation
Guideline," whereby the compliance of suppliers with occupational
safety and health regulations is considered an important evaluation
criterion.
Specific implementation situation:
1. Fully understand the other party's business integrity, human rights
and environmental sustainability before consulting, negotiating
and signing contracts.
2. For suppliers enteringtheplant to carryout high-risk work,the

None

52

contractor shall be informed of occupational safety and health
precautions before the start of work.During the operation, the
safety issues of the plant are publicized daily, and the work
permit of the work area is signed daily. The Industrial Safety
Division and the on-site unit shall check the contractor's use of
tools and protective equipment for construction methods and
safety environment on a daily basis.
3. For suppliers who have been working in high risk for a long time,
in addition to the above-mentioned routine matters, meeting with
the contractor every six months to make agreements and provide
a notification manual for various operating environment hazards.
In addition, a contract on industrial safety and environmental
protection is signed every two years.
In 2021, no special or major deficiencies were found during
inspections of suppliersperforminghigh-risk work.
5. Does the company refer to internationally
acceptedreporting standards or guidelines for
compilingreportson non-financial information,
such as ESGreports? Did the previous release
reports obtaina confirmation or assuranceopinion
from a third party verifier?
V The first Sustainability Report, which is expected to be issued in
2022, is based on the core options of the GRI Sustainability
Reporting Standards 2016 Edition (GRI Standards 2016) issued by
the Global Reporting Initiative (hereinafter referred to as "GRI");
and also complies with the "Taiwan Stock Exchange Corporation
Rules Governing" the Preparation and Filing of Sustainability
Reports by TWSE Listed Companies‖.
This report will be verified by GRI Certification (AA 1000: AS
(2008) Type 1 medium warranty based on the principle of
accountability).
None
6. If the Company has established the sustainable development principles based on "Sustainable Development Best Practice Principles for TWSE/TPEx
Listed Companies", please describe any discrepancy between the Principles and their implementation:The Company will establish the "Sustainable
Development Best Practice Principles" in accordance with the actual implementation situation.
7. Other important information to facilitate better understanding of the Company's sustainable development practices:
Social Care :The Companyis dedicated to thepromotion of social welfare,which is whyit founded the Yee FongCharitable Foundation in 1972 in
  1. Other important information to facilitate better understanding of the Company's sustainable development practices: Social Care :The Company is dedicated to the promotion of social welfare, which is why it founded the Yee Fong Charitable Foundation in 1972 in

53

conjunction with affiliates such as Yee Fong Chemical & Industrial Co and Chin Yi HoHang Ltd. The purpose of the foundation is to organize or donate to social welfare and charitable causes, including medical aid, emergency relief,disaster relief and educational subsidies, and actively participate in social assistance for the underprivileged, sponsor community association activities and encourage the participation of employees in order to give back to the community.

In Nov 2020, it was awarded by the Social Welfare Charitable Foundation of the Taipei City Government for its excellence in field evaluation In 2021, expenditure of N$13.05 million was allocated to 54 organizations to create a multiplier effect through the benevolence of each organization:

  • (1) Medical subsidies: disease prevention education, elderly and dementia care, visual impairment care, hospice care, in-home bathing, diningtogether among seniors, etc.

  • (2) Emergency assistance: medical treatment for the poor, emergency relief, medical care, etc.

  • (3) Disaster relief: COVID-19 outbreak preparedness (giving bleach to the community, disinfecting hospitals, purchasing air-powered respiratoryprotective equipment for healthcare workers), disaster prevention in Taiwan, etc.

  • (4) Educational subsidies: after-school tutoring for schoolchildren in rural areas, children's homes, education and nursing institutes, children'ssafety education, etc.

  • Note 1: If "Yes" is selected for operation, please explain the important policies, strategies and measures adopted and their implementation; if "No" isselected for implementation, please explain the deviations and reasons in the column ―Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies‖, and indicate the relevant plan of policies, strategies and measures to be adopted in the future.

  • Note 2: Materiality refers to the environmental, social and corporate governance issues that have a significant impact on the Company's investors and other Stakeholders.

  • Note 3: Please refer to the best practice reference examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange for disclosure methods.

  • (6)Fulfillment of Ethical Corporate Governance, the Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons:

Evaluation Item Implementation Status (Note ) Deviations from

54

Yes No Abstract Illustration ―the Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
1. Establishment of ethical corporate
managementpolicies andprograms
(1) Has the company established the ethical
corporate management policies approved by the
Board of Directors and specified in its rules and
external documents the ethical corporate
management policies and practices and the
commitment of the board of directors and senior
management to rigorous and thorough
implementation of suchpolicies?

V
(1) In order to strengthen the corporate culture of ethical corporate
management, the Company has established "the Corporate
Governance Best-Practice Principles" which were approved by
the Board of Directorsto regulate the policies and practices of
honest management, and regularly conducts education and
training for Directors, managers and other related personnel in
order to fulfill the commitment to the ethical corporate
managementpolicies.
None
(2)Has the company established a risk assessment
mechanism against unethical conduct, analyze
and assess on a regular basis business activities
within its business scope which are at a higher
risk of being involved in unethical conduct, and
establish prevention programs accordingly,
which shall at least include the preventive
measures specified in Paragraph 2, Article 7 of
the "Ethical Corporate Management Best
Practice Principles for TWSE/GTSM Listed
Companies"?
V (2) The Company take ―the Corporate Governance Best-Practice
Principles‖ as a risk assessment mechanism against unethical
conduct,and analyze business activities which are at a higher
risk of being involved in unethical conduct,and establish
prevention programs accordingly, which shall include the
preventive measures specified in Paragraph 2, Article 7 of
the "Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies".
None

55

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
―the Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes No Abstract Illustration
(3) Has the company specified in its prevention
programs the operating procedures, guidelines,
punishments for violations, and a grievance
system and implemented them and review the
prevention programs on a regular basis?
V (3) The company has established the "Procedures for Ethical
Management and Guidelines for Conduct", and the violation
punishment and grievance system for unethical conduct are
handled in accordance with the guidelines.
None
2. Implementingethical corporate management
(1) Does the company evaluate business
partners‘ethical records and include
ethics-related clausesin business contracts?
V (1) The legitimacy of dealings with suppliers and customers
isconsidered before transactions are made and any record of
dishonest behaviour is taken into account, and the company's
ethical corporate management policies and relevant regulations
will timelybe explained to the transaction object.
None
(2) Has the company set up a dedicated (concurrent
serving) unit under the Board of Directors to
promote ethical corporate management and
regularly (at least once every year) report to the
Board of Directors the implementation of the
ethical corporate management policies and
preventionprograms against unethical conduct?
V (2) The Company's management department is responsible for the
formulation of ethical management policies and preventive
programs, and oversees the implementation thereof, and reports
regularly to the board of directors for the purpose of sound
ethical management.
None

56

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
―the Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes No Abstract Illustration
(3) Does the company establish policies to
preventconflicts of interest and provide
appropriatecommunication channels, and
implement it?
V (3) The Company provides appropriate channels for employees to
make complaints through a suggestion box or to the plant
administration, plant affairs and management departments.
Directors, supervisors or managers should recuse themselves
from anymatter in which theyhave an interest.
None
(4) Has the company establishedeffective
accounting systems and internal control systems
to implement ethical corporate management and
had its internal audit unit, based on the results
of assessment of the risk of involvement in
unethical conduct, devise relevant audit plans
and audit the compliance with the prevention
programs accordingly or entrusted a CPA to
conduct the audit?


V
(4) The audit department regularly audits the internal operations of
the Company and reports the results to the board of directors.
None
(5) Does the company regularly hold internal
andexternal educational trainings on ethical
management?
V (5) The Company promotes and teaches the concept of ethical
management at internal meetings and in-service training
sessions.
None
3. Operations of the whistleblowingchannel
(1) Does the company establish a specific
whistleblowingand reward system,set up
V (1) The Company has set up a suggestion box to facilitate
reporting,and has established the "Employee Work Rules" and
None

57

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
―the Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes No Abstract Illustration
convenient whistleblowing channels and
designated appropriate personnel?
an awardand penalty committee. If an employee reports a
whistleblowingor is inbreach of the rules, he/she will be sent to
the committee forappropriate rewards or penalties, depending
on the seriousness ofthe case.
(2) Has the company established the standard
operating procedures for investigating reported
misconduct, follow-up measures to be adopted
after the investigation, and related
confidentialitymechanisms?
V (2) The company's management regulations have relevant
operating procedures for the investigation follow-up measures
and confidentiality mechanisms of reported matters.
None
(3) Does the company adopt proper measures to
prevent a whistleblower from retaliation for
his/her filinga complaint?
V (3) The Company protects the identity of the whistleblower
fromimproper treatment and threats as a result of the
whistleblowing.
None
4. Strengtheninginformation disclosure
(1) Does the company discloseits ethical corporate
management policies and the results of its
implementation on the company‘s website and
the Market Observation Post System(MOPS)?
V (1) The company announces the company's Ethical Corporate
Management Best Practice Principles on the company's website
and the MOPS, and sets up a stakeholder area to provide
complaint and communication channels.

None
5. If the company has established corporate governance policies based on "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed
Companies", please describe any discrepancy between the policies and their implementation: The Company has established "Procedures for Ethical
Management and Guidelines for Conduct," and no material deviation is found between actual implementations and the Procedures.

58

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
―the Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed
Companies‖ and
Reasons
Yes No Abstract Illustration
6. Other important information that facilitate the understanding of the implementation of ethical corporate management: The company upholds the spirit of
ethical management, complies with the Company Act, the Securities and Exchange Act and other laws and regulations, and promotes the implementation
of the policy of ethical management by its vendors, directors, managers and employees, so that the company can develop towards the concept of
sustainable management.
  1. Other important information that facilitate the understanding of the implementation of ethical corporate management: The company upholds the spirit of ethical management, complies with the Company Act, the Securities and Exchange Act and other laws and regulations, and promotes the implementation of the policy of ethical management by its vendors, directors, managers and employees, so that the company can develop towards the concept of sustainable management.

Note :Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation in the column of Abstract Illustration.

59

(7).Corporate Governance Guidelines and Regulations:

The Company has laid down the following rules and regulations, which can be found on the Company's website and the Market Observation Post System.

  1. Important rules approved at the shareholders' meeting:

  2. (1) Articles of Incorporation

  3. (2) Rules of Procedure for Shareholders Meetings

  4. (3) Procedures for Election of Directors

  5. (4) Procedures for the Acquisition and Disposal of Assets

  6. (5) Procedures for Loaning of Funds and Making of Endorsements/Guarantees

  7. Important rules approved at the board meeting:

  8. (1) Corporate Governance Best Practice Principles

  9. (2) Rules of Procedure for Board of Directors Meetings

  10. (3) Rules Governing the Scope of Powers of Independent Directors

  11. (4) Remuneration Committee Charter

  12. (5) Audit Committee Charter

  13. (6) Self-Evaluation or Peer Evaluation of the Board of Directors

  14. (7) Procedures for Handling Material Inside Information

  15. (8) Codes of Ethical Conduct

  16. (9) Ethical Corporate Management Best Practice Principles

  17. (10) Procedures for Ethical Management and Guidelines for Conduct

  18. (8).Other Important Information Regarding Corporate Governance: With a view to creating a good

mechanism for handling and disclosing material internal information, avoiding improper revelation of information and ensuring consistency and correctness of information released by the Company to the outside world, the Company formulated the "Procedures for Handling Material

InsideInformation," which was approved by the board of directors on Dec. 22, 2009 for implementation.

60

(9). Internal Control Systems:

1. Statement of internal control

Ocean Plastics Co., Ltd. Statement of Internal Control

Date: March 23, 2022

Based on the results of the self-inspection of the internal control system of the Company for the year ended December 31, 2020, we hereby declare that:

  1. The Company recognizes that it is the responsibility of the Board of Directors and the managers toestablish, implement and maintain a system of internal control, and the Company has established such asystem. The purpose of this system is to provide reasonable assurance regarding the effectiveness andefficiency of operations (including profitability, performance and safeguarding of assets), the reliabilityof financial reporting and compliance with relevant laws and regulations.

  2. An effective internal control system, no matter how well designed, can only provide reasonableassurance that the above three objectives are achieved; moreover, the effectiveness of the internalcontrol system may change as circumstances and conditions change. However, the Company's internalcontrol system has a self-monitoring mechanism and once deficiencies are identified, the Company willtake corrective action.

  3. The Company determines the effectiveness of the design and implementation of the internal controlsystem in accordance with the judgment items of the effectiveness of the internal control systemstipulated in the "Guidelines Governing the Establishment of Internal Control Systems by PublicCompanies" (the"Guidelines"). The judgment items of the internal control system adopted in the"Guidelines" are divided into five components based on the management control process: 1. Controlenvironment, 2. risk assessment, 3. control operations, 4. information and communication, and 5.supervision. Each component includes a number of items. Please refer to the "Guidelines for Handling"for the aforementioned items.

  4. The Company has adopted the judgment items in the above-mentioned internal control system toexamine the effectiveness of the design and implementation of the internal control system.

  5. Based on the results of the preceding examination, the Company concluded that its internal controlsystem (including the supervision and management of subsidiaries) as of December 31, 2021, includingthe design and implementation of the internal control system relating to the knowledge of the extent towhich operational effectiveness and efficiency objectives are achieved, the reliability of financialreporting and compliance with relevant laws and regulations, is effective and can reasonably ensure theachievement of the above objectives.

  6. This statement will become the main content of the Company's annual report and public statement andill be made public. If any of the above-mentioned contents is disclosed in a false or concealed manner,the Company will be subject to legal liability under Articles 20, 32, 171 and 174 of the Securities andExchange Act.

  7. This statement was approved by the board of directors at the board meeting held on March 23, 2022 of the 10 directors present, 0 held opposing views and all agreed to the contents of this statement.

Ocean Plastics Co., Ltd.

Chairperson: TAN, KIN-MEN President: TAN, KIN-MEN

61

  1. Accountant's review report on the internal control system of the project entrusted to the accountant:None

  2. (10).For the most recent year and up to the date of printing of the annual report, the Company and itsinternal personnel have been punished according to the law, or the Company has punished its internal

  3. personnel for violating the provisions of the internal control system, and the result of the punishmentmay have a significant impact on the shareholders' equity or the price of securities, the content of thepunishment, the main deficiencies and the improvement situation should be listed: None

  4. (11).Major Resolutions of Shareholders‘ Meeting and Board Meetings for the most recent year and up to the date of printing of the annual report:

  5. 1.The content and implementation of the important resolutions of the 2020 Annual General Meeting of Shareholder on July 27, 2021:

  6. (1)To approve the Company's 2020 Annual Report on Operations and Final Accounts.

  7. (2) To approve the Company‘s earnings distribution proposal for 2020.

  8. Enforcement: Sept. 1, 2021 is set as the dividend record date, and the distribution has been completed on Sept. 15, 2021 according to the resolution of the shareholders' meeting (a cash dividend of NT$1 per share will be distributed).

  9. (3)To approve the proposed amendments to certain provisions of ―Rules of Procedure of the Shareholders‘ Meeting‖.

    • Enforcement: Published in the minutes of shareholders' meeting and uploaded to the Market Observation Post System on August 3, 2021.
  10. (4)To approve the proposed amendments to certain provisions of ―Procedures for Election of Directors‖

    • Enforcement:Published in the minutes of shareholders' meeting and uploaded to the Market Observation Post System on August 3, 2021.
  11. (5)Election of the 21st directors of the Company

Elected list of directors: 6 seats as Chen Chin-Ming, Hsuan Yang Investment Co., Ltd., Want Want Co.,

Ltd., Li Hsiang Industrial Co., Ltd., Chen Chin-Hsiung, and Hsieh Tzu-Yun

Elected list of independent directors: 4 perons as Chang Yi-Yun, Hou Ming-Li, Chen Wei-Lung,

and Chien Hsueh-Li

Enforcement: Approved for change registration by Department of Commerce, MOEA on September 6, 2021.

  • (6) The motion for lifting of a non-compete clause in Article 209 of the Company Act on thedirectors in the 21st term of the Company.

Observation Post System on August 3, 2021.

  1. Summary of the Board of Directors meeting:

Date Summary of the meeting contents

62

Date Summary of the meeting contents
03/26/2021 1. The Company's loans of funds as of Feb. 2021for recognition.
2. For operational and cash flow needs, application with KGI Commercial Bank for renewal
of a medium-term guaranteed loan amount of NT$1 billion with a term of 3 years, of
which NT$200 million is guaranteed by the Company as a joint guarantor for the use of
ChanghsinHsinyeh Co. for determination
3. Amendments to the Company's ―Rules of Procedure for Shareholders Meetings‖ and
―Procedures for Election of Directors‖ for review and approval.
4. Amendments to the Company's Remuneration Committee Charter for review and
approval
5. Amendments to the independent director‘s compensation of the Company for review and
approval.
6. The Company's "Statement of Internal Control‖ in compliance with the ―Regulations
Governing Establishment of Internal Control Systems by Public Companies‖ issued by
the Financial Supervisory Commission for review and approval.
7. Preparation of 2020 financial report and consolidated financial report for determination.
8. The Company's 2010 employee compensation and director compensation for
determination.
9. The Company's 2020 earnings distribution proposal and 2020 business report for
determination.
10. As the term of Director of the company is about to expire, 10 directors of the 21st term
are to be reelected in accordance with the law at the general meeting of shareholders this
year, among which are 4 independent directors for determination
11. The lifting of a non-compete clause in Article 209 of the Company Act on the directors in
the 21st term of the Companyfor determination.
12. The time and venue of this year's (2021) regular shareholders‘ meeting and the agenda
thereof for determination.
05/06/2021 1. The Company's loans of funds as of March 2021for recognition.
2. Continuing to apply for a comprehensive line of credit to the First Bank for
determination.
3. Nominating candidates for Director and Independent Director of the company for
determination
06/29/2021 1. The Company's loans of funds as of May 2021for recognition.
2. It is proposed that Manager Wang Yi-Ho will be concurrently the corporate governance
officer of the Company for determination.
3. Adjournment of the Company's 2021 Annual General Meeting of Shareholders for
determination.
07/27/2021 1. The Company's loans of funds as of June 2021for recognition.
2. Appointment of General Manager in accordance with Article 18 of the Articles of
Association of the Company for determination.
3. Pursuant to Article 14-6 of the Securities and Exchange Act and the
Company's "Remuneration Committee Charter", it is proposed that the Company's 5th
Remuneration Committee shall be composed of four Independent Directors for review
and approval.
4. Continuing to apply for a comprehensive line of credit to the Hua Nan Commercial
Bank Ltd.for determination.

63

Date Summary of the meeting contents
08/10/2021 1. The Company's loans of funds as of July 2021for recognition.
2. The Company's Quarterly Report on Consolidated Financial Statements for Fiscal Year
2021 for determination.
3. Chang Hua Bank financing quota discussion for determination.
4. The Company's 2020 Shareholders' Cash Dividend Distribution for determination
11/10/2021 1. The Company's loans of funds as of September 2021for recognition.
2. The Company's Q3 Report on Consolidated Financial Statements for Fiscal Year 2021 for
determination.
3. For the operational needs of the company and its subsidiary ChanghsinHsinyeh Co., it is
proposed to apply to Yuanta Bank for raising the financing quota for determination.
4. In order to meet the operational needs of the subsidiary ChanghsinHsinyeh Co., it is
proposed to apply to Huanan Bank to increase the credit line for determination.
5. The Company intends to transfer 21.3% of the readjusted land, No. 1286, with an area of
570.27 square meters, which is under the case of Urban Land Consolidation by private
sector, to its subsidiary ChanghsinHsinyeh Co. for an amount of NT$20,150,155 for
determination.
12/21/2021 1. The Company's loans of funds as of November 2021for recognition.
2. The Company's 2022 capital expenditure budget and profit and loss budget for review
and approval.
3. The Company‘s 2022 audit plan for review and approval.
4. The Company's 2020 year-end bonus to be distributed by the chairman as delegated
based on the Company‘s performance and industry standards for review and approval.
5. In order to establish an effective corporate governance structure, it is to formulate the
Company‘s "Corporate Governance Best-Practice Principles" for review and approval.
6. In order to improve the ability of the company to prepare financial statements and
standardize the management and control of the process of preparing financial
statements, the company intends to amend the "process of preparing financial
statements" for review and approval.
03/23/2022 1. The Company's loans of funds as of Feb. 2022 for recognition.
2. In accordance with the Economic Substance Act of Overseas Companies, it is proposed
to terminate the operation of UNIVERSE ENTERPRISES LTD for liquidation for
review and approval.
3. Amemdments to the Company‘s ―Procedures for the Acquisition and Disposal of
Assets‖ for review and approval.
4. The Company's "Statement of Internal Control‖ in compliance with the ―Regulations
Governing Establishment of Internal Control Systems by Public Companies‖ issued by
theFinancial Supervisory Commission for review and approval
5. 2021 financial report and consolidated financial report for determination.
6. The Company's 2021 employee remuneration and directors' remuneration for
determination.
7. The distribution of 2021 the Company‘s director remuneration, and the the distributed
amount of managerial officers among the employee‘s remuneration for determination.
8. The Company's 2021 earnings distribution proposal and 2020 business report for
determination.
9. The time and venue of this year's (2022) regular shareholders‘ meeting and the agenda
thereof for determination

64

  • Date Summary of the meeting contents 10. In response to the restructuring of the CPA Firm's internal administrative practices, the Company‘s CPA is proposed to change from KPMG Taiwan‘s CPA Chen Chen-Chien, and CPA Huang Yung-Hua to KPMG Taiwan‘s CPA Yu Sheng-Ho and CPA Huang Yung-Huain the first quarter of 2022, and the CPA independence evaluation for review and approval.

  • (12). Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.

  • (13). Resignation or Dismissal of the Company‘s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D: None.

5. Information Regarding the Company‘s Audit Fee:

Unit: NT$1,000
Accounting
Firm

Name
of CPA
Period
Covered by
CPA‘s Audit


Audit Fee
Non-audit
Fee (Note )
Total Remark
KPMG
Taiwan
Chen
Chen-Chien
01.01.2021~
12.31.2021
2,326.8 83.7 2,410.5 The service fee for
KPMGacting to
apply for BVI
company (OHL) in
2021

Huang
Yung-Hua

Please specify the non-audit services (such as Tax Compliance Audit or other financial consulting services).

Note :If the Company changes its accountant or accounting firm during the year, please list the audit period and the reasons for the change in the Remarks column, and disclose the audit and non-audit fees paid in order. The non-audit fees should be accompanied by a description of the services provided.

  • (2) If you change your accounting firm and the audit fee paid in the year of change is less than the audit fee paid in the year before the change, you should disclose the amount of the audit fee before and after the change and the reasons for the change: None.

  • (3) If the audit fee is reduced by 10% or more from the previous year, the amount, percentage and reason for the reduction of audit fee shall be disclosed: None.

  • Replacement of CPA: Not applicable.

  • Where the company's chairperson, General Manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPAs or at an affiliated enterprise of such accounting firm: None.

  • Any transfer of equity interests and pledge and change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent:

  • (1) Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

65

Title Name 2021 2021 As of March 31, 2022 As of March 31, 2022
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman TAN, KIN-MEN - - - -
Director Peter Chen - - - -
Director(Note 1) WangJu-Keng - - - -
Director(Note 2) Hsieh Tzu-Yun 10,000 - - -
Director Wang Hai-Lun
(Juristicperson
representative of
Hsuan-Yang
Investment)
- - - -
Director Hsieh Yu-Chin
(Juristicperson
representative of
Want-Want)
- - - -
Director Chu Tsung-Pin
(Juristic person
representative of
Li-Hsiang)
- - - -
Independent
Director
Hou Ming-Li - - - -
Independent
Director(Note 1)
Lin Chao-Min - - - -
Independent
Director
Chang Yi-Yun - - - -
Independent
Director(Note 2)
Chen Wei-Lung - - - -
Independent
Director(Note 2)
Chien Hsueh-Li - - - -
Assistant Manager Shen Shao-Pin - - - -
Financial Executive WangYi-Ho - - - -

Note 1:The tenure of director Wang Ju-Keng and independent director Lin Chao-Minis is from July 26, 2021;

Note 2: Director Hsieh Tzu-Yun and independent directors Chen Wei-Lung and Chien Hsueh-Li took office on July 27, 2021

(2)Shares Trading with Related Parties: None.

(3)Shares Pledge with Related Parties: None.

  1. Relationship among the Top Ten Shareholders:

Relationship among the Top Ten Shareholders

April 23, 2022

66

Name Current Shareholding Current Shareholding Spouse‘s/minor‘s
Shareholding
Spouse‘s/minor‘s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and
Relationship
Between the
Company‘s
Top Ten
Shareholders,
or Spouses or
Relatives
Within Two Degree
Name and
Relationship
Between the
Company‘s
Top Ten
Shareholders,
or Spouses or
Relatives
Within Two Degree
Remarks
Shares % Shares % Shares % Name Relation-
ship
Yee Fong
Chemical &
Industrial Co.,Ltd
12,425,769 5.47 - - - - - - -
(Juristic person
representative of
Yee Fong
Chemical &
Industrial Co.,
Ltd.)
Chen Chin-Wen
2,050,788 0.90 337,897 0.15 - - - - -
Mercuries Life
Insurance Co.,Ltd.
8,178,000 3.60 - - - - - - -
Pei-Hsun
Enterprise Co.,
Ltd
6,796,973 2.99 - - - - - - -
(representative of
Pei-Hsun
Enterprise Co.,
Ltd.)
Yeh Wen-Hung
- - - - - - - - -
Chen Chi-Yuan 5,669,128 2.49 412,000 0.18 - - Chen
Yen-Hung
Chen
Chin-Ming
brothers -
Chen
Yu-Mei
Siblings
Heng-Chih
Investment Co.,
Ltd.
Trust Account
5,447,771 2.40 - - - - - - -
(Juristic person
representative of
Heng-Chih
Investment Co.,
Ltd.)
Chen Yu-Mei
317,677 0.14 - - - - Chen
Yen-Hung
Chen
Chin-Ming
Chen
Chi-Yuan
Siblings -
Chen Yen-Hung 4,956,762 2.18 - - - - Chen
Chin-Ming
Chen
Chi-Yuan
brothers -
Chen
Yu-Mei
Siblings
Chen Fang-Fu 4,767,384 2.10 - - - - - - -
TAN, KIN-MEN 4,695,202 2.07 - - - - Chen
Yen-Hung
Chen
Chi-Yuan
brothers -
Chen
Yu-Mei
Siblings
Chen Chin-Chuan 4,359,243 1.92 - - - - Chen brothers -

67

Chin-Hsiung
Peter Chen 3,943,860 1.74 - - - - Chen
Chin-Chuan
brothers -
  • 10.The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company:

Ownership of Shares in Affiliated Enterprises

As of March 31, As of March 31, 2022 Unit: thousand shares;% 2022 Unit: thousand shares;%
Affiliated
EnterprisesNote
Ownership by the
Company
Direct or Indirect
Ownership by
Directors,
Supervisors,
Managers
Total Ownership
Shares (%) Shares (%) Shares (%)
Chun Pin Enterprise Co.,
Ltd.
29,000 44.62 - - 29,000 44.62
Chang-Hsin-Hsin-Yeh Co.,
Ltd.

290,086
100.00 - - 290,086 100.00
Hung-Ta Investment Co.,
Ltd.
19,000 100.00 - - 19,000 100.00
FERMAT
ENTERPRISES,LTD.
450 100.00 - - 450 100.00
UNIVERSE
ENTERPRISES,LTD.
3,000 100.00 - - 3,000 100.00
OCEAN GROUP,LTD. 32,900 100.00 - - 32,900 100.00
Fine Environment
Technologies Co., Ltd.
1,003 60.76 647 39.24 1,650 100.00

Note :Investments made by the Company and accounted for using equity method.

68

IV. Capital Overview

1. Capital and Shares:

(1) Source of Capital: May 20, 2022 Unit: Shares; NT$1

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark
Shares Amount Shares Amount Sources of Capital Capital
Increased
by
Assets
Other
than Cash

Other
54/6 100 300,000
30,000,000

300,000

30,000,000
Cash investment of
NT$30,000,000
None
61/3 100 450,000
45,000,000

450,000

45,000,000
Transfer of surplus to capital of
NT$15,000,000
62/4 100 600,000
60,000,000

600,000

60,000,000
Transfer of surplus to capital of
NT$15,000,000
63/10 100 900,000
90,000,000

900,000

90,000,000
Transfer of surplus to capital of
NT$30,000,000
64/2 100 1,100,000
110,000,000

1,100,000

110,000,000
Transfer of surplus to capital of
NT$20,000,000
65/6 100 1,375,000
137,500,000

1,375,000

137,500,000
Transfer of surplus to capital of
NT$27,500,000
65/8 100 2,138,000
213,800,000

2,138,000

213,800,000
Merger of Yee Fong Plastics
Co., Ltd. NT$76,300,000
66/5 100 2,779,400
277,940,000

2,779,400

277,940,000

Transfer of surplus to capital of
NT$21,380,000
Capital reserve to increase
capital byNT$42,760,000
67/8 100 3,168,516
316,851,600

3,168,516

316,851,600
Transfer of surplus to capital of
NT$38,911,600
68/6 100 3,802,219
380,221,900

3,802,219

380,221,900
Transfer of surplus to capital of
NT$63,370,300
69/7 100 4,182,441
418,244,100

4,182,441

418,244,100
Transfer of surplus to capital of
NT$38,022,200
76/11 10 54,371,733
543,717,330

54,371,733

543,717,330

Change of denomination and
capitalization of surplus
by$125,473,230
77/7 10 65,246,080
652,460,800

65,246,080

652,460,800
Transfer of surplus to capital of
$108,743,470
78/9 10 79,600,218
796,002,180

79,600,218

796,002,180

Transfer of surplus to capital of
$134,406,930
Capital reserve transferred to
capital of$9,134,450
80/9 10 99,500,273
995,002,730

99,500,273

995,002,730

Transfer of surplus to capital of
$127,360,350
Capital reserve transferred to
capital of$71,640,200
81/9 10 109,450,302 1,094,503,020
109,450,302

1,094,503,020

Transfer of surplus to capital of
$69,650,200
Capital reserve transferred to
capital of$29,850,090

69

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark

Shares
Amount Shares Amount Sources of Capital Capital
Increased
by
Assets
Other
than Cash

Other
82/9 10 123,678,843 1,236,788,430
123,678,843

1,236,788,430

Transfer of surplus to capital of
$131,340,370
Capital reserve transferred to
capital of$10,945,040
84/9 10 136,046,728 1,360,467,280
136,046,728

1,360,467,280

Transfer of surplus to capital of
$115,021,330
Capital reserve transferred to
capital of$8,657,520
Note 1
85/8 10 157,406,066 1,574,060,660
157,406,066

1,574,060,660

Transfer of surplus to capital of
$204,070,100
Capital reserve transferred to
capital of$9,523,280
Note 2
85/10 10 162,306,066 1,623,060,660
162,306,066

1,623,060,660
Cash capital increase of
$49,000,000
Note 3
87/7 10 198,175,707 1,981,757,070
198,175,707

1,981,757,070
Capital reserve transferred to
capital of $358,696,410
Note 4
89/8 10 208,084,494 2,080,844,940
208,084,494

2,080,844,940

Transfer of surplus to capital of
$79,270,290
Capital reserve transferred to
capital of$19,817,580
Note 5
94/8 10 218,488,719 2,184,887,190
218,488,719

2,184,887,190
Transfer of surplus to capital of
$104,042,250
Note 6
95/8 10 227,228,268 2,272,282,680
227,228,268

2,272,282,680
Transfer of surplus to capital of
$87,395,490
Note 7

Note:

1 Approved by the Securities Commission of the Ministry of Finance (82.7.9), Taiwan Financial Services Commission (1) Letter No. 29506

2 Approved by the Securities Commission of the Ministry of Finance (84.6.30), Taiwan Financial Securities (I) No. 38156

3 Approved by the Securities Commission of the Ministry of Finance (85.7.3), Taiwan Financial Services Commission (1) Letter No. 41690

4 Approved by the Securities and Futures Commission, Ministry of Finance (87.6.26), Taiwan Financial Securities (I) No. 55942

5 Approved by the Securities and Futures Commission of the Ministry of Finance (89.7.7), Taiwan Financial Securities (I) No. 58829 6Approved by the Financial Supervisory Commission, Executive Yuan (94.7.12), Financial Supervisory Commission No. 0940128031 7Approved by the Financial Supervisory Commission, Executive Yuan (95.6.29), Financial Supervisory Commission No. 0950127211

Unit: Shares Unit: Shares Unit: Shares Unit: Shares
Share
Type
AuthorizedCapital Remarks
Issued Shares Un-issued Shares Total Shares
Ordinary
shares

227,228,268
172,771,732 400,000,000 Listed Company
Stocks

Information about the master reporting system: None

(2)Status of Shareholders

04/23/2022

70

Status
Item

Government
Agencies
Financial
Institutions
Domestic
Trust
Other Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions
& Natural
Persons
Total
Number of
Shareholders
- 1 2 42 3,776 54 3,875
Shareholding
(shares)
- 8,178,000 5,458,771 50,891,472 152,050,151 10,649,874 227,228,268
Percentage - 3.60 2.40 22.39 66.92 4.69 100

(3) Shareholding Distribution Status (face value of $10 per share) 04/23/2022

(3) Shareholding Distribution Status (face valu e of $10 per share) 04/23/2022
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 1,308 131,223 0.06
1,000 ~ 5,000 1,416 3,197,215 1.41
5,001~ 10,000 307 2,563,677 1.13
10,001~ 15,000 120 1,573,370 0.69
15,001~ 20,000 90 1,682,439 0.74
20,001 ~ 30,000 102 2,635,332 1.16
30,001~40,000 69 2,446,816 1.08
40,001~ 50,000 50 2,329,610 1.03
50,001~ 100,000 140 10,330,312 4.55
100,001~ 200,000 116 16,998,133 7.48
200,001~ 400,000 54 15,437,687 6.79
400,001~ 600,000 29 14,247,166 6.27
600,001~ 800,000 17 11,716,596 5.16
800,001~1,000,000 11 9,721,679 4.28
1,000,001or over 46 132,217,013 58.17
Total 3,875 227,228,268 100.00

Preferred Shares: None

(4)List of Major Shareholders

04/23/2022

Shares
Shareholder's Name

Shareholding
Percentage %

71

Yee Fong Chemical & Industrial Co., Ltd.
Mercuries Life Insurance Inc.
Pei-HsunEnterprise Co., Ltd.
Chen Chi-Yuan
Henchi Investment Trust Account
Chen Yen-Hung
Chen Fang-Fu
TAN, KIN-MEN
Chen Chin-Chuan
Peter Chen
12,425,769
8,178,000
6,796,973
5,669,128
5,447,771
4,956,762
4,767,384
4,695,202
4,359,243
3,943,860
5.47
3.60
2.99
2.49
2.40
2.18
2.10
2.07
1.92
1.74

72

(5)Market Price, Net Worth, Earnings, and Dividends per Share Unit: NT$


Item
Year
Year
2020 2021 As of March 31, 2022(Note
8)
Market Price
per
Share(Note
1)
Highest Market Price 41.35
42.70

34.90
Lowest Market Price 20.65
31.85

33.30
Average Market Price 32.78 35.26 33.96
Net Worth
per
Share(Note
2)
Before Distribution 29.06 29.16 29.25
After Distribution 28.06 28.46 28.55
Earnings per
Share
(Note3)
Weighted Average Shares 220,685,552 220,685,552 220,685,552
Earnings Per Share 3.24 1.45 -0.07
Dividends
per Share
Cash Dividends 1.00 0.70 -
Stock
Dividends
Dividends from
Retained Earnings
- - -
Dividends from
Capital Surplus
- - -
Accumulated Undistributed
Dividends(Note 4)
- - -
Return on
Investment
Price / Earnings Ratio(Note 5) 10.12 24.32 -
Price / Dividend Ratio(Note 6) 32.78 50.37 -
Cash Dividend Yield
Rate(Note 7)
0.03 0.02 -

Note 1: The highest and lowest market prices of common stock for each year are shown, and the average market price for each year is calculated based on the value and volume of transactions for each year.

Note 2: Please use the number of shares issued at the end of the year as the basis for the distribution resolved at the following year's Board of Directors or shareholders' meeting.

Note 3: If retroactive adjustments are required due to the no-compensation stock allotment, etc., the earnings per share before and after the adjustments should be presented.

Note 4: If the conditions of issuance of equity securities provide that dividends not paid in the current year

may be accumulated and paid in the year of earnings, they should be paid separately.Disclosure of accumulated unpaid dividends for the year then ended.

Note 5: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 6: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 7: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price

Note 8: The net value per share and earnings per share should be presented as of the latest quarterly period audited (reviewed) by the accountants as of the date of printing of the annual report.

73

(6). Dividend Policy and Implementation Status

1. Dividend Policy:

The Company adopts a stable dividend payment policy based on the principle of profitsharing with shareholders, and the dividend policy set forth in the Company's Articles ofIncorporation is as follows.

The Company's annual financial statements shall first make up for prior years' deficits ifthere is any after-tax profit, and then set aside 10% of the remaining balance as legal reserve. Inaddition, as required by law, after setting aside or reversing the special reserve, the accumulatedundistributed earnings shall be added to the available-for-distribution earnings, and the Board ofDirectors shall, in accordance with the Company's dividend policy, prepare a proposal fordistribution of earnings to the shareholders for resolution.

The former dividend policy is to distribute cash dividends, capitalization of earnings, andcapitalization of capital reserves in three ways, depending on the profitability of the year, withno less than 20% of the dividends to be distributed. If the Company has investment plans orneeds to improve its financial structure, cash dividends may be paid by transferring capital fromearnings or capital surplus, provided that the minimum cash payout ratio shall not be less than10% of the total dividends allotted.

  1. Proposed Distribution of Dividend: The proposed distribution at the shareholders' meeting is acash dividend of NT$0.7 per share.

  2. (7). Effect of the proposed gratis allotment of shares at the shareholders' meeting on theCompany'soperating results and earnings per share: Not applicable

  3. (8). Employee Bonus and Directors' and Supervisors' Remuneration:

  4. Information Relating to Employee Bonus and Directors‘ and Supervisors‘ Remuneration in theArticles of Incorporation:

If the Company makes a profit in its annual accounts, it shall set aside not less than 1% foremployees' remuneration and not more than 2% for directors' remuneration, but shall reservethe amount to cover any accumulated losses in advance.

The foregoing is defined as incomebefore income taxes before the distribution of employee compensation and director'sremuneration.

The Company may distribute employee remuneration to employees who meetcertain criteria.

  1. The Estimated Basis for Calculating the Employee Bonus and Directors‘ and Supervisors‘Remuneration, the basis for calculating the number of shares for employee remuneration distributed by stock, and accounting for differences between the actual distribution amount and the estimated amount in this period:

  2. 1) The estimated basis in this period

    • Based on the current pre-tax net income, the remuneration to employees is approximately 1.7% and the remuneration to directors and supervisors is approximately 1.3%.
  3. 2) The calculation based on the number of shares of employee remuneration distributed from stock

There is no stock distribution of employee remunerationthis time, so it is not applicable.

74

  - 3) If the actual amount of appropriation differs from the amount of distribution approved by the board of directors, it is recorded as profit or loss in the following year in accordance with the accounting change.
  1. Profit Distribution for Employee Bonus and Directors‘ and Supervisors‘ Remuneration for This

    • Year Approved in Board of Directors Meeting:

    • 1) On March 23, 2022, the Board of Directors approved the proposed distribution as follows:

      • (i) $6,108thousand in cash (about 1.7%) remuneration to employees and

      • (ii) $4,671 thousand in cash (about 1.3%) remuneration to todirectors.

    • 2) The calculation based on the number of shares of employee remuneration distributed from stock

      • There is no stock distribution of employee remuneration this time, so it is not applicable.
    • 3) There is no difference between the amount of employees‘, directors‘ and supervisors‘remuneration distributed in cash or stock and the expenses recognized in the financial statements.

  2. Information of Earnings Set Aside for Employee Bonus and Directors‘ and Supervisors‘Remuneration for Last Year:

    • 1) Actual distributions: Directors' remuneration $ 9,545in cash and no employees' remuneration $7,299in cash.

    • 2) Differences in remuneration to employees, directors and supervisors, causes and treatment: No differences.

  3. (9). Buyback of Treasury Stock: None.

  4. 1) Corporate Bonds: None.

  5. 2) Special share: None.

  6. 3) Global Depository Receipts: None.

  7. 4) Employee Stock Options: None.

  8. 5) Issuance of New Restricted Employee Shares: None.

  9. 6) Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

  10. 7) Financing Plans and Implementation: None

V. Operational Highlights

1. Business Activities:

(1) Business Scope:

  • 1) Main areas of business operations:

Manufacture and sale of plastic materials.

Manufacture and sale of plastic products.

Manufacture and sale of raw materials incidental to the plastic industry.

  • C801020 Manufacture of Petrochemical Materials

  • C801040 Synthetic Resin Manufacturing

  • C801990 Other chemical materials manufacturing (plastic alloys of mixed pellets, plastic steel of

  • mixedpellets, concentrated materials)

  • H701010 Residential and building development for lease and sale.

75

H701020 Industrial plant development for lease and sale.

H703010 Factory for rent.

H703030 Office building for lease.

F401010 International Trade.

F301010 Department store business.

F301020 Super market industry.

F301030 General department store.

ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

2) Revenue distribution:

The Company is principally engaged in the manufacture and sale of plastic materials andproducts, and the operating weight of each business is as follows

Year
Product
2020 2021
PE foam 0.00% 0.00%
Plastic Cloth 18.07% 14.08%
Synthetic leather 1.66% 2.18%
Plastic Building
Materials
13.62%
14.08%
Plastic Materials 66.65% 69.66%
Total 100.00%
100.00%

3)Current products and new products planned to be developed:

  • Processing Dept.: Cellwood, transparent tape, general tape, rigid tape, printing tape, laminating tape and printing tape, etc. We also develop products for tent, ship windows and industrial curtain, and various printing and laminating materials for building materials and various ink-jet printing materials.

  • Synthetic Leather Dept.:

  • produces DMF-Free eco-friendly PU products,which are divided into two major categories as follows: 1. Water-based PU resin & synthetic leather. 2. Solvent-free pre-polymerized PPU resin & synthetic leather. The resin is widely used in textile functional coating, laminating and synthetic leather processing, etc. Synthetic leather is used in furniture, various ball skins, wrapping materials, gloves, etc.

  • Building Materials Dept.: PVC rigid plastic pipes, impact resistant pipes, PVC-DWV foam pipes, CD flexible pipes, connectors, general boards, impact resistant boards, foam pellets, bottle blowing pellets, injection pellets, line groove (press strip) pellets, WPC plastic wood composite materials, hanging tile strips, water leakage strips, PE foam park chair materials, PVC foam corner materials, etc.

76

Raw Materials Dept.:

Plastic powder, plastic pellets, environmental pellets, medical pelletsand large thick transparent tube pellets, etc.

(2) Industry Overview:

Since President Biden was elected, he has been actively restoring links with countries in the Western world and promoting the stable development of the U.S. economy; the ongoing trade war between the U.S. and China and the impact of the U.K.'s exit from the European Union have instantly changed the global economy from free trade to protectionism. In addition, the recent Russian invasion of Ukraine has provoked direct confrontation between Western democracies and communist totalitarian states, and the Asian region is in an international political tug-of-war atmosphere and the cross-strait situation is unclear, affecting the domestic economic situation.In addition to considering the southward

investment to reduce the impact of trade tariff, the Company has been making flexible policies in the procurement of raw materials to adjust the production capacity to meet the market demand, speeding up the development of structural products, making efforts to change the cost, and making step-by-step efforts to integrate the manpower, material and resources to make the most effective use so that the Company can improve its operation.

Synthetic Leather Dept. has been dedicated to the production of environmentally friendly PU resins and synthetic leather for many years, which has replaced the traditional solvent-based PU, the new crown epidemic affects the border control of various countries, but even more for the professional production technology breakthroughs developed a number of unique products:1) Super soft and breathable foam 2) Ryan Suede and other functional materials, and actively promotes to the global market with the application end; the resin combines with various fields of application, such as leather, textile and other processing.

In terms of pipes, private real estate factories, new social housing, and public works have also continued to be constructed. In addition, in order to stimulate private consumption, the government has also provided relevant relief and revitalization programs to encourage people to go out to consume. Therefore, the market momentum still exists, but prices continue to rise. Material shortages and high 。 prices have contributed to slow growth.

In addition to the existing products, the Xinwu Plant is developing products such as transparent adhesive sheeting for medical facilities and pool cloths, and we are introducing the planning and production of environmentally friendly products, with special emphasis on green manufacturing processes and green factories to save energy and reduce carbon, and we are also introducing our own environmentally friendly products in the planning of green areas in our factories, with the hope that we can become a "plastic" tourist factory in the future.

As for our mainland business, we have adopted a downsizing approach to the risky building materials industry, and our two innovative plants in Huizhou and Dongguan, Guangdong, can expand the export market in all aspects due to their proximity to our customers and strategic alliances. We pay close attention to the impact of the trade war between the United States and China to adjust the production capacity of the product lines on both sides of the Taiwan Strait, and provide the best combination ofproducts to meet the needs of customers to create profit efficiency.

The company's main product raw material division, PVC powder, is vulnerable to the supply anddemand situation of upstream raw materials and affects profits. The Company will improve the qualityand efficiency of its production to maintain normal operations and to develop new products and

77

marketsto maintain optimal profitability. The focus of development is to meet the future needs of the market,while taking into account the environmental protection and the inherent characteristics.

  • (3) Research and Development:

  • 1) Recent Annual Expenses:

NT$9,896 thousand for 2021.

  • 2)Technology or products successfully developed in 2021:

  • Successful development of hollow ball microcapsule 400nm/1300nm particle size specification formulation polymerization technology.

  • Successful development of TPE wood-like high-impact formulation technology.

  • Successful development of TPE wood-like red phosphorus flame-resistant formulation technology: passed UL94V0 flame-resistance test.

NonP plasticizer type PVC high soft medical pellets: passed ISO10993-5 cytotoxicity test.

  • (4) Long-term and Short-term Development:

  • 1) Short-term Development:

    • B. In 2022, the world is still affected by the pandemic. It is more difficult to promotereenproducts inEurope and the United States. The Company changed to video and internet marketing in response tothe epidemic, cooperating with domestic manufacturers for mutual benefit and win-win situation andto reverse the unfavorable situation caused by the epidemic.

    • C. In the past, it has been difficult to recruit talent, and in this period of pandemic, the company's solidimage and future vision are attracting quality employees to apply.

    • D. We will use our existing products to meet the market demand and actively seek orders through theInternet, publicity and exhibitions to increase our market awareness and share.

    • E. In order to compete with our competitors, we need to effectively reduce our manufacturing andmarketing costs.

  • 2) Long-term Development:

    • F. New product development staff, together with sales staff, actively engage in technical service workto establish a good interactive relationship with customers.

    • G. We continue to develop high value-added and profitable products, and constantly pursue moreenvironmentally friendly materials and more efficient manufacturing processes, with the goal ofsustainable management with zero pollution, recyclable and biomass materials.

    • H. Effective management planning for the existing idle land assets, with the opening of the ring road toinitiate the development of the residential and commercial area of the Zhonghe plant.

    • I. We work closely with our distributors to develop the market and continue to pursue newconstruction and public works projects to increase sales volume and profitability.

    • J. To avoid tariff barriers in international markets, to establish a shorter supply chain with customers,and to seek to establish a production base close to customers.

2. Market and Sales Overview:

  • (1) Market Analysis:

1) Sales (Service) Region:

  • Plastic cloth: Domestic sales 34.32%; export sales65.68%, mainly in North America and theMiddle East, etc.

78

Plastic Building Materials: 100% domestic sales.

Synthetic leather: Domestic sales 60.81%; export sales 39.19%, mainly in China and other regions. Plastic Materials: Domestic sales 34.2%; export sales 65.8%, mainly in South Asia and other

regions.

2)Market Share (%):

Product Name Plastic cloth Syntheticle
ather
Plastic
Building
Materials
Plastic
Materials
Market Share 5.63% 5.26% 6.84% 5.48%
  • 3) The future supply and demand situation and growth of the market, competitive niche anddevelopment prospect, favorable and unfavorable factors and countermeasures:

  • The Company is a manufacturer of plastic secondary processing products, the main products areplastic cloth, plastic pipe, PU synthetic leather and plastic powder. Due to the lack of labor, high landcost, downstream manufacturers moving out of the country, and mainland China joining the productionranks, it is necessary to make a market segmentation with high value-added products, which aredescribed below for each product:

  • Plastic cloth: Due to the high plasticity and low price of PVC products, they are used everywhere indaily life. Taiyo's products are of stable quality and have a complete line of soft and hardproducts, providing customers with a full range of supply services. In view of the trade warbetween the US and China, the Company and Huizhou factory have been adjusting theirproduction lines to meet the needs of customers and to serve customers and createmaximum benefits. The Xinwu factory has also been working hard to grasp thedevelopment timeline and to strive for change orders under the US-China trade war and thepandamic.

  • Plastic Tubes: We mainly supply pipes for public utilities, construction, sewerage, fishery, wire andcable distribution, and water supply, and we have been able to maintain our growth overthe years because of its wide coverage and its relationship with people's livelihood. Inorder to increase sales and improve production capacity, the company has made efforts toimprove the manufacturing process towards automatic equipment, and has developedspecial impact and vibration resistant pipes, core layer foam pipes to reduce noise, andCD flexible pipe for electric wire to facilitate construction.

  • Synthetic leather: The market for traditional high pollution solvent-based PU products is shrinkingrapidly, while the cost of water-based PU and solvent-free PU synthetic leather is highand post-processing is not mature, but the cost of solvent-based PU is increasing yearby year and the difference is getting closer, so we are inquiring about the degree ofenvironmental PU and promoting samples in the market. Our company is in fullcontrol from resin synthesis to synthetic leather processing. The resin is used in textilecoating and synthetic leather in various fields such as ball,

79

furniture, shoes and bags,and apparel, etc. It has excellent physical and chemical properties and has beenquantified in the market, and continues to expand market acceptance and usage.

Plastic powder:In view of the oversupply of PVC powder, the Company will continue to focus onquality and production efficiency improvement, strengthen export business to diversifythe market, and invest in warehousing companies to reduce overall costs in order tofacilitate future market competition. We plan to reduce transportation costs, increaseproduction lines in key markets, and develop customized plastic pellets to pave the wayfor future growth.

In the future, our parent company

In the new year, the parent company in Taiwan will still focus on domestic sales, and will export a moderate amount depending on the supply and demand of the overall market. In terms of products, we will move towards high value-added and high-tech product projects, and continue to invest resources in the transformation of the industry. The parent company in Taiwan will focus on green products and green processes.Our mainland plants will be flexible to meet the market demand and provide customers with the most rapid and best product combination options

(2)Production Procedures of Main Products:

Plastic Fabric:Mainly used for medical equipment use, making file folder, stationery related supplies, ink jet use, double back use, advertising and trademark use, suit cover, wrapping cloth, packing cloth, leather case lining, umbrella cloth, raincoat, curtain cloth, tablecloth, shower curtain, blow-up toys, hovercraft, flocked bed, building materials, pool, industrial use fabrics and ships, tent transparent plastic cloth window use. The production of plastic fabric of our company is fully automatic, which is made by mixing PVC powder and other sub-materials with a weighing system, and then embossing and rolling them with a mixing machine, a 10,000- orsepower machine, and a laminating machine.

Synthetic leather: Water-based PU synthetic leather has been successfully used in ball, glove, shoe material, furniture, etc. Solvent-free pre-polymerized PPU synthetic leather is successfully used in mirror leather, shoe materials, electronic products, etc., and also with hand feeling agents to increase the added value of products such asapparel, bags, etc. The production process is to make various types of ecofriendlyPU synthetic leather by coating the eco-friendly PU resin on the releasepaper, drying it, and then transferring it to various types of cloths.

  • Plastic Building Materials: It is mainly used in electrical piping, water supply piping, drainagepiping, construction and civil engineering, waterworks, sanitarysewerage, well drilling, traffic signs, chemical storage tanks,electroplating, dust shields, signboards, plastic injection, indoor andoutdoor landscape applications. The production process is automated,using mixing systems, extruders, injection machines, and cold watertanks to form the finished products.

80

Plastic Materials: PVC powder is mainly used as raw material for plastic cloth, plastic skin, plasticpipe, plastic film, electrical insulation material, blown bottle, floor tile, shapedextrusion, paint, ink, etc. Our PVC powder is produced by automatic processsystem, through polymerization tank, dewatering machine and other equipment,and finally dried into finished products.

Plastic pellets are mainly used for extrusion, blowing, film blowing, and medicalgrade plastic pellets; non-halogenated environmental pellets are also used for ICpackaging tubes, and newly developed PVC extrusion pellets for large thicktransparent tubes are used for corrosive material outer protection tubes.

(3Supply Status of Main Materials:

used for corrosive material outer protection tubes.
ply Status of Main Materials:
used for corrosive material outer protection tubes.
ply Status of Main Materials:
used for corrosive material outer protection tubes.
ply Status of Main Materials:
Main raw materials
PVC powder Source of Supply Supply Situation
PVC powder Self made Long-term cooperation, good
Vinyl
chloridemonomer
Foreign import and domestic
manufacturers
Long-term cooperation
Plasticizer Foreign import and domestic
manufacturers
Long-term cooperation
Adhesive Domestic manufacturers Long-term cooperation
Modifier Foreign import Long-term cooperation

81

(4)Major Suppliers and Clients

1)Major Suppliers in the Last Two Calendar Years (Note 1)

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
2020 2021 2022(As of March31) (Note 2)
Item Company
Name
Amount Ratio of
annual net
purchases
(%)


Relation
with
Issuer
Company
Name
Amount Ratio of
annual net
purchases
(%)


Relation
with
Issuer
Company
Name
Amount Ratio to net
purchases
for the
current year
as of the
previous
quarter(%)
Relation
with
Issuer
1 A Company
1,850,393
64.8 business
dealings
A Company
2,938,718
64.8 business
dealings
A Company 385,766 34.50 business
dealings
2 B Company
353,945
12.4 " B Company
1,065,470
12.4 " B Company 295,720 26.44 "
3 Others 651,021 22.8 " Others 570,564 22.8 " Others 436,807 39.06 "
net purchase
amount
2,855,359 100.00 net purchase
amount

4,574,752
100.00 net purchase
amount
1,118,293 100.00

Note 1: The names of suppliers who have purchased more than 10% of the total amount of goods in the last two years and the amounts and percentages of their purchases are listed, provided that the names of suppliers or the parties to whom the transactions are made are not disclosed due toontractualprovisions.If the supplier's name is not a related party, the name may be used as the code.

Note 2: As of the printing date of the annual report, financial information of companies whose shares are listed or traded on the stock exchange should be disclosed if they have been audited or reviewed by a certified public accountant most recently.

2) Major Clients in the Last Two Calendar Years: No customer with more than 10% of total sales.

82

(5)Production in the Last Two Years:

Year
Output
Majorproducts
Year
Output
Majorproducts
2020 2021
Capacity Production
volume
output value
($1,000)
Capacity Production
volume
output value
($1,000)
Plastic(ton) 21,500 14,997 861,235 21,500 13,785 964,436
PE foam(ton) 0
0
0 0
0
0
Synthetic leather
(thousandyards)
3,500 425 104,954 5,000 722 158,400
Plastic building
materials(ton)
15,000 14,286 538,021 15,000 15,917 752,257
Plastic materials
(ton)
125,000
125,904
3,048,884 125,000
119,232
4,528,627
Total (ton) 161,500 155,187 4,448,140 161,500 148,934 6,245,320
(Thousand
yards)
3,500 425 104,954 5,000 722 158,400

(6)Sales for the last two years: Amount: NT$1,000

Year
Sales
Major product
Year
Sales
Major product
Year
Sales
Major product
Year
Sales
Major product
2020 2020 2020 2020 2020 2020 2020 2021 2021 2021 2021
DomesticSales Export DomesticSales Export
Qty Value Qty Value Qty Value Qty Value
Plastic(ton) 3,847 207,724 9,559 560,261 3,809 248,164 8,229 52,0028
PE foam(ton) 414 31,044 129 16,010 244 35,890 172 24,158
Synthetic leather
(thousandyards)
0 61 0 0 0 0 0 0
Plastic building
materials(ton)
236 51,754 170 23,033 375 78,106 329 50,329
Plastic materials
(ton)
13,775 614,313 0 0 15,190 827,857 0 0
Plastic(ton) 39,343 1,131,281 70,725 1,885,002 34,907 1,409,118 64,406 2,694,419
Tl (ton) 56,965 2036177 80,284 2484306 53,906 2599135 72,635 2,484,306
ota (Thousand
yards)
650 ,, 316 ,, 619 ,, 501
3.Human Resources:
Year
2020
Employee
Management
Staff
61
Direct labor
145
Indirect
Labor
254
Total
460
March 31,2022
Current year ending
March 31, 2022
63
141
245
449
Year 2020 20210 Current year ending
March 31, 2022
Employee Management
Staff
61 62 63
Direct labor 145 141 141
Indirect
Labor
254 250 245
Total 460 453 449

83

Average age Average age 44.05 44.77 45.09
Average seniority 14.07 14.46 14.54
Education - - - -
MA 8.26% 8.38% 8.24%
BA 46.09% 47.46% 47.66%
High School 32.83% 32.24% 32.30%
Below high
school
12.82 % 11.92% 11.80%

4.Environmental Protection Expenditure:

  • (1) Losses and penalties suffered by the Company as a result of environmental pollution in the most recent year and up to the printing date of the annual report:

1) 2021:

2021:
Date 3.2.2021
Order No. 20-110-020003
Violation Paragraph 2,Article 23 of Air Pollution Prevention Act
Description The waste water level of the waste water temporary storage tank is in contact
with the atmosphere, which violates Article 10 of the "Air Pollutant Control
and Emission Standards for the Manufacturing of Vinyl Chloride and
Polyvinyl Chloride".
Penalties uFine of NT$240,000
vEnvironment lecture 2 hours

2) As of March 31, 2022:

Date None
Order No. None
Violation None
Description None
Penalties None

(2) Estimated amount and countermeasures that may occur in the future: It is impossible to estimate, because the company strictly complies with the laws and regulations, and has no intention to deliberately exceed the laws and regulations.The plant has drawn up an improvement plan to include the downstream piping and receiving equipment in the permit documents and has obtained a permit from the Environmental Protection Bureau to set up the plant. The Company has completed the cleanup of polluted water bodies and the installation of overflow prevention dikes for storage tanks, and has added patrol sign-up sheets at wastewater treatment sites. We have commissioned a testing company to perform the sampling, and the testing results are all in accordance with the regulatory standards, and we are working towards a pollution-free workplace.

84

5. Labor Relations:

Since our company was founded, we have attached great importance to labor relations, and basedon the management philosophy of "one employer, one employee" and "humane management". Wehave established a mechanism for consultation between employers and employees by participating inlabor union meetings, management and supervisory meetings, and holding regular labor-managementmeetings; established a grievance system to smooth communication channels; and established variousrules and regulations to establish the rights and obligations of both parties. The harmony betweenemployers and employees can be maintained through mutual trust and understanding betweenmanagement and employees.

(1) Employee benefit system.

We provide universal health insurance, labor insurance, annual festival bonus, living allowance inremote areas, scholarships for employees' outstanding children, and employee dividends fromcompany surplus and Labor‘s Day recognition activities. In addition, the Company has an employeewelfare committee to coordinate the use of employee welfare funds and conduct various welfareactivities, such as wedding and funeral subsidies, child education subsidies, medical subsidies foremployees and their dependents, club activities, travel, and celebration activities are all included in thescope of welfare. In order to take care of both personal and family needs, and to enhance the physicaland mental health of employees. In addition, the annual budget for each employee is approximately$10,000 to $11,000, and we also provide free health checkups for our employees. The companyprovides equal maternity and paternity leave and other leave entitlements for both men and women,which makes it easier for the organization to recruit and retain talented employees.

In 2019, according to the General Accounting Office of the Executive Yuan, there is a 14% differencebetween men's and women's salaries, but in our company, the ratio of men's to women's salaries is 1:1.In accordance with the Company's personnel management regulations, employees are selected andhired according to the initial appointment requirements for each grade, and are paid according to thestandards set by the employee salary scale. The concept of gender workplace equality is trulyimplemented.

  • (2) Staff Development and Training:

  • 1) Professional on-the-job training

Every year, the Company cooperates with the Plastic Industry Technology DevelopmentCenter and the Industrial Association to systematically enhance the professional knowledge andskills of employees through various professional practical courses, and also adopts digitallearning courses to provide a more flexible and convenient learning environment so that eachemployee can quickly perform his or her duties.

  • 2) Management Training

In order to help employees reserve their strengths for future career development and totrain management personnel, the Company has established the rules for the classification,promotion and transfer of employees, and holds training courses and purchases digital trainingseries every year in accordance with these rules to systematically assist supervisors and futuresupervisors to improve their management abilities in order to achieve the best managementperformance.

85

3) Encourage self-study

The Company encourages employees to study on the job to supplement the trainingprovided by the Company. The Company has also established a program for in-serviceemployees to further their studies by subsidizing the costs of their studies in colleges anduniversities and research classes. In addition, the Company has established a new incentiveprogram for certified personnel to encourage employees to obtain relevant licenses, or toprovide fees for the application of plastic materials for the certification of engineers held by thePlastic Industry Technology Development Center, in order to enhance their self-worth.

4) Training Quality Standards

In 2011, 2014, 2016 and 2019, and 2020 our company passed the Training Quality Standard (TTQS)assessment by the Vocational Training Bureau of the Council of Labor Affairs, Executive Yuan,and the assessment result was Bronze.

  • 5) In 2021, education and training courses related to ethical management, prevention of insider trading, ISO management, ESG guidance, production operations, and industrial safety and environmental protection were organized:
tection were organized:
Internal External
Courses People People
hours
Courses People People hours
157 1,210 3,039 172 331 2,099.5

(3) Code of conduct or ethics for employees:

Integrity, pragmatism, innovation and people-oriented are the management philosophy that we have insisted on since the beginning of our company, and it is also the highest standard that we expect all Taiyo employees to carry out their work tasks. In accordance with this management philosophy and relevant laws and regulations such as the Labor Standards Law, the Company has established work rules and various management systems to maintain employee discipline and order.

  • 1) The "Work Rules for Employees" are established to regulate the hiring, firing, working hours, vacation, leave, rewards and punishments, performance appraisal, retirement, and benefits of mployees.

  • 2) Pre-employment training for new recruits includes basic education on ethics, environmentalprotection, occupational safety and health management.

  • 3) We have signed a "Professional and Confidential Agreement", which stipulates that employeesare obligated to maintain confidentiality of tangible and intangible business propertyinformation and prohibits them from infringing on the Company's interests.

  • (4) Work environment and employee safety protection measures

  • 1) Regularly perform labor safety education training and health checksThe company conducts labor safety education and training for all new employees. Inaccordance with the relevant domestic laws and regulations, we regularly implement healthchecks and operating environment inspections for general employees, as well as annualeducation and training for special operators and health checks for special operators, in order tograsp the health status of special operators and ensure the safety and health of employees.

86

  • 2) Regular fire training and emergency response trainingIn addition, the Company implements self-defense and fire-fighting team training,notification, evacuation drills, first aid training, fire safety training and fire-fighting trainingevery year in accordance with the law to implement disaster prevention and ensure employeesafety.

  • (5) Retirement System

  • There are two types of retirement for the Company's employees: voluntarily retirement and ordered retirement.

  • 1) An employee of the Company may voluntarily retire under one of the following circumstances:

  • 1.1. 15 years of service or aged 55 or older

  • 1.2. 25 years of service

  • 1.3. Aged 60

  • 2) The Company may order the retirement of any employee of the Company under any of thefollowing circumstances:

  • 2.1. Aged 65

  • 2.2. Mentally or physically incapacitated for work

The age specified in the first paragraph of the preceding paragraph may be adjusted by theCompany for workers with special characteristics such as danger and physical strength, but notless than fifty-five years of age, upon request to the central competent authority.

In addition, in order to ensure the retirement life of our employees, the Company has established aretirement plan in full compliance with the Labor Standards Law and the Labor Pension Act. If the LaborStandards Law's pension plan is applicable, the Company will make monthly contributions at a rate of 2%of the total salary and deposit them in a special account at the Central Trust Bureau. The Company shallpay 6% of each employee's monthly salary to the individual pension account set up by the Labor InsuranceBureau, and the voluntary contribution rate shall be deducted from the employee's monthly salary to theindividual pension account set up by the Labor Insurance Bureau, so that all eligible employees can receivetheir pensions in accordance with the law. The Company shall pay the employees' pensions within 30 daysfrom the date of retirement.

Since the establishment of the Company in June 1965, 541 employees have retired under theEmployees' Retirement Plan as of the end of 2021. As of December 31, 2021, the Company had depositeda total of NT$276,248,868 in the "Labor Retirement Fund" with the Bank of Taiwan.

  • (6) The Company's personnel involved in the transparency of financial information have obtained therelevant licenses specified by the competent authorities:
Dept. Name Organizer Course Hours
Finance Wang
Yi-Ho
ARDF The latest development of IFRS policy in Taiwan
and the analysis of practical issues of financial
reporting/regulatory compliance.
3
ARDF Analysis of the latest securities and financial tax
laws and professional standards
4

87

Dept. Name Organizer Course Hours
ARDF Interpretation of the relevant provisions of IFRS
"Material Judgment".
3
ARDF Corporate governance practices:Use performance
management to improve operational
effectiveness.
3
ARDF Corporate tax evasion and lifting related legal
responsibility and practical case analysis.
3
Account
ing
Chiu
Chun-Fu
ARDF Explanation of the new/revised content of the new
IFRS Interpretation Model (2020)
3
ARDF The latest securities and finance tax law and
professional standards issues analysis
3
ARDF The latest IFRS development in the world and
discussion on key directions/current issues of
IFRS adoption.
3
Chinese Association of
Accounting
Corporate governance practices:Discussion on the
use of employee reward strategies and tools.
3
Importers and
Exporters Association
of Taipei
Tax and Foreign Exchange Courses 6
Audit
office
Lu
Chien-An
Internal Audit
Association
Necessary labor law knowledge for supervisors at
all levels: general management and special
management performance evaluation for
recruiting and interviewing workers on the job.
6

Securities & Futures
Institute
The risk assessment practice on compliance,
operation, and fraud in accordance with
cycle-by-cycle operations combined with the core
principles of internal control
6

Chiu
Chun-Fu
Internal Audit
Association
Pre-service training seminar for internal auditors
for the first time.
18
Chen
Kuo-Nan
ARDF Latest policy development and internal control
management practice of "self-compiling financial
statements".
6
Internal Audit
Association
Finance and Audit EXCEL ("Hidden
Version" Secret Technique) Advanced DATA
Compilation Practical Course
6

Audit Office: 1 international internal auditor; 1 share officer designated by Securities and Futures

Market Development Foundation.

Finance Department: 1 senior salesperson, 1 investment advisor, and 1 futures dealer salesperson of the Securities and Futures Market Development Foundation; 1 salesperson of a securities dealer.

88

  • (7) For the most recent year and up to the date of the annual report, the Company suffered losses due to labor disputes: No. lao-jian-zi 11100225861~3 dated February 10, 2022; for violating the Paragraph 3, Article 32, Paragraph 2, Article 38, and Paragarph 1 Article 79 of Labor Standards Act; reason: Salary delay, etc., NT$90,000 was fined.

Estimated amount and countermeasures that may occur in the future: It is impossible to estimate, because the company strictly complies with the laws and regulations, and has no intention to deliberately exceed the laws and regulations.

  1. Cyber Security Management:

  2. (1) Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management:

    • 1) Cyber Security Risk Management Framework

The information department of the company is the dedicated execution unit of cyber security risk management, carries out specific management plans such as information security prevention and crisis management, and implements corresponding protection measures, from the construction of external firewalls and installs professional anti-virus systems on the internal personal computers and server hosts. Moreover, it keeps communication with the original factory, regularly update the virus code, update the system correction that the original factory will also use the email to remind the current events. In addition, it will continue to improve the internal anomaly detection and protection methods, in order to reduce cyber security risk.

In the current information system architecture of the company,the hardware part is built with stable Windows and Unix servers, whilein the software part, the information system, software and system parameters and data are periodically backed up through disks, external hard drives and optical disks. It includes annual backup, quarterly backup, monthly backup and daily backup, and the remote storage mechanism will be used in the data after backup to strengthen the integrity and security. To prevent and reduce the disruption of information services caused by unwarned natural disasters and human negligence and shorten the time of system recovery, we will conduct regular exercises on post-disaster recovery measures.We also regularly rehearse post-disaster recovery measures to prevent and reduce the interruption of information services and shorten system recovery time caused by unpredictable natural disasters and human errors.

In order to restore the business operation of the information system smoothly and reduce losses in the event of damage, in addition to regularly rehearsing post-disaster recovery measures, we are evaluating the planning, design and implementation of hardware virtualization and software cloud-based services for information systems to improve the resource efficiency of software and hardware devices, and to build a higher-level security protection mechanism to reduce the risk of system damage.

According to recent analysis of security threats, the main source of security threats is external hacker attacks, followed by internal staff negligence and lack of security awareness.The root cause of these incidents is that the user does not pay attention to the content of the email, clicks the malicious phishing link and runs the unknown malicious

89

program.Therefore, the protection of cyber security needs the comprehensive consensus of the company and the participation of all staff. Only by gradually developing employees' risk awareness and security cyber protection ability from the working habits and company culture can we truly strengthen the defense ability of cyber security.

  • 2) Cyber Security Policies

In order to comply with Article 18 of the Cyber Security Management Act and the Cyber Security Guidelines for TWSE/TPEx-Listed Companies, the Company established a mechanism on the notification and response of cyber security incidents to be informed of and handle incidents promptly and effectively,it adds regulations Chapter 9 System Recovery Management Operationsny and Chapter 10 Cyber Security Operation on Reguations on the Information Operation Management. The outline is divided into responsibility attribution, incident notification window and emergency response team, notification procedure, response procedure, damage control mechanism, improvement mechanism after a cyber security incident, and information security protection and control measures.The most important purpose of adding the above clause is to have a standard procedure to follow when encountering a cyber security incident, and to restore normal business operations and reduce losses in the shortest possible time, and how to prevent the recurrence of incidents in the future.

  • 3) Concrete Management Programs and Investments In Resources For Cyber Security

  • Management; this company‘s cyber security protection and control measures are as follows: 1) Firewall server

In order to maintain the normal operation of internal and external network communication operations and to prevent hackers from invading the internal system, we set up network firewalls, independent logical domains (e.g. DMZ, internal or external network, etc.) for control, and use strict parameter settings to prevent external attacks to ensure that the company's internal system can be safely served and used.

  • 2) Antivirus system

  • The company has signed a maintenance contract with the anti-virus manufacturer. All the computers in company are equipped with anti-virus software to prevent computer from getting virus and virus spreading. In case of sudden situation, the original factory will provide timely assistance to solve the problem.

  • 3) Mail server

  • Through the server settings, limit the size of the mail and filter additional files, such as execution files, batch files, video files. This can reduce the hackers using the email attached files to allow users to click on attachments when exposed to subsequent attacks.

  • 4) Spam server

At present, the company has installed a spam control mechanism to filter and block malicious or advertising letters and their attachments. All the letters are processed before being sent to the back-end users to ensure the safety of the mail.

  • 5) Backup mechanism

The company‘s important server data are backed up regularly through storage media such as

90

tape, CD-ROM and external hard disk, and the backup data is stored in a safe place in different places for special personnel to keep. In addition, we carry out a disaster recovery plan every year to restore the backup data to the test host to ensure the integrity of the data.

  • 6) Regular propaganda

The company often uses emails, internal website, periodicals and bulletin boards educate all employees the importance of information security,how to deal with hackers when they encounter attack. We also continue to remind them to regularly back up their important files to prevent to ransomware attacks and how to resume normal work in the shortest possible time to reduce losses.

  • (2) For the most recent year and up to the date of the annual report, the Company suffered losses, potential impact and response measures due to major cycber security incdients, if it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated. In 2021, the Company has not experienced any major cyber attacks that would affect the

  • Company's operations.

  • Important contracts:None

VI. Financial Information

1.Five-Year Financial Summary:

(1)Condensed Balance Sheet and Condensed Consolidated Income Statement

Condensed Balance Sheet - Consolidated Financial Statements

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Year
Item
Financial information for the last five years (Note 1) Financial
information
for the year
ended March
31, 2022
Note 1
2017 2018 2019 2020 2021
Current Assets 1,535,650 1,825,538 1,857,147 2,006,284 2,656,901 2,373,988
Property, plantand
equipment
4,082,282 3,822,843 3,595,365 3,522,618 3,450,776 3,433,886
Intangible assets - - - - - -
Other Assets 5,261,036 5,998,554 6,122,994 6,646,260 6,872,506 6,902,996
Total assets 10,878,968 11,646,935 11,575,506 12,175,162 12,980,183 12,710,870
Current
liabilities
Before
Distribu-
tion
955,457 1,096,126 1,068,829 1,004,885 1,474,042 1,173,573
Before
Distribu-
tion

955,457
1,096,126 1,068,829 1,232,113 1,633,102 -
Non-Current
liabilities
5,143,021
5,203,710
5,179,211 4,566,160 4,879,544 4,890,477

91

Total
liabilities
Before
Distribu-
tion

6,098,478
6,299,836 6,248,040 5,571,045 6,194,526 6,064,050
Before
Distribu-
tion

6,098,478
6,299,836 6,248,040 5,798,273 6,353,586 -
Equity attributable
to owners of the
parent company
4,780,490 5,347,099 5,327,466 6,604,117 6,626,597 6,646,820
Share capital 2,272,283 2,272,283 2,272,283 2,272,283 2,272,283 2,272,283
Capital surplus 7,792 7,792 7,792 7,792 14,335 14,335
Retained
Surplus
Before
Distribu-
tion

2,570,264
2,688,839 2,805,902 3,507,899 3,603,417 3,588,942
Before
Distribu-
tion

2,570,264
2,688,839 2,805,902 3,280,671 3,444,357 -
Other Equity (33,660) 414,374 277,678 852,332 772,751 807,449
Treasurystock (36,189) (36,189) (36,189) (36,189) (36,189) (36,189)
Non-controlling
interests
- - - - - -
Equity
Total
Before
Distribu-
tion

4,780,490
5,347,099 5,327,466 6,604,117 6,626,597 6,646,820
Before
Distribu-
tion

4,780,490
5,347,099 5,327,466 6,376,889 6,467,537 -

Note 1: The accompanying consolidated financial information for the years ended December 31, 2022 has

been audited and cleared by our auditors.

Note 2: The 2022 Annual General Meeting of Shareholders has not yet been held and the distribution of earnings has not yet been determined.

Condensed Consolidated Statements of Income - Consolidated Financial Statements

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
year
Item
Financial information for the last five years (Note 1) Financial
information
for the year
ended March
31, 2021
(Note 1)
2017 2018 2019 2020 2021
OperatingIncome 4,467,046 4,776,323 4,656,690 4,980,018 6,490,333 1,772,509
Grossprofit 251,921 185,738 209,701 600,125 484,617 100,673
OperatingProfit (82,449) (141,807) (112,859) 232,694 (32,401) (57,392)

92

and Loss
Non-operating
income and
expenses
72,334 137,385 248,322 169,019 384,609 48,206
Pre-taxprofit (10,115) (4,422) 135,463 401,713 352,208 (9,186)
Net income (loss)
for the period from
continuing
operations
(81,431) (26,411) 117,676 374,097 319,368 (14,475)
Loss from
discontinued
operations
0 (45,383) (589) 341,055 0 0
Net income
(loss)
for theperiod
(81,431) (71,794)
117,087
715,152 319,368 (14,475)
Other
omprehensive
income (net of
tax) for the
period
(4,022) 12,935 (136,720) 561,499 (76,203) 18,515
Total
comprehensive
income for the
period
(85,453) (58,859) (19,633) 1,276,651 243,165 20,223
Net income
attributable to
owners of parent
company
(81,431) (71,794) 117,087 715,152 319,368 (14,475)
Net income
attributable to
noncontrolling
interests
0 0 0 0 0 0
Total
omprehensive
income
attributable
to owners of the
parent company
(85,453) (58,859) (19,633) 1,276,651 243,165 20,223
Total
omprehensive
income and loss
attributable to
noncontrolling
interests
0 0 0 0 0 0
Earnings per
share
(0.37) (0.33) 0.53 3.24 1.45 (0.07)

Note 1: The accompanying consolidated financial information for the years ended December 31, 2022 has

been audited and cleared by our auditors.

93

Condensed Balance Sheet - Individual Financial Reports

Unit: NT$1,000

Year
Item
Year
Item

Financial information for the last five years (Note 1)

Financial information for the last five years (Note 1)

Financial information for the last five years (Note 1)

Financial information for the last five years (Note 1)

Financial information for the last five years (Note 1)
2017 2018 2019 2020 2021
Current Assets 1,173,817 1,401,081 1,328,403 1,341,590 1,885,899
Property, plant and
equipment
3,851,937 3,645,994 3,458,318 3,367,983 3,304,874
Intangible assets 0 0 0 0 0
Other Assets 3,008,381 3,749,318 3,760,328 4,461,111 4,509,055
Total Assets 8,034,135 8,796,393 8,547,049 9,170,684 9,699,828
Current
liabilities
Before
distribution
872,729 1,020,905 993,074 939,739 1,345,351
After
distribution
872,729 1,020,905 993,074 1,166,967 1,504,411
Non-Current
liabilities
2,380,916 2,428,389 2,226,509 1,626,828 1,727,880
Total
liabilities
Before
distribution
3, 253,645 3,449,294 3,219,583 2,566,567 3,073,231
After
distribution
3, 253,645 3,449,294 3,219,583 2,793,795 3,232,291
Equity attributable to
owners of the parent
company
4,780,490 5,347,099 5,327,466 6,604,117 6,626,597
Share capital 2,272,283 2,272,283 2,272,283 2,272,283 2,272,283
Capital surplus 7,792 7,792 7,792 7,792 14,335
Retention
Surplus
Before
distribution
2,570,264 2,688,839 2,805,902 3,507,899 3,603,417
After
distribution
2,570,264 2,688,839 2,805,902 3,280,671 3,444,357
Other Equity (33,660) 414,374 277,678 852,332 772,751
Treasurystock (36,189) (36,189) (36,189) (36,189) (36,189)
Non-controlling
interests
0 0 0 0 0
Total
equity
Before
distribution
4,780,490 5,347,099 5,327,466 6,604,117 6,626,597
After
distribution
4,780,490 5,347,099 5,327,466 6,376,889 6,467,537

94

Note 1: The financial information of the Company for the preceding year has been audited by CPA.

Condensed Consolidated Income Statement - Individual Financial Reports

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Year
Item

Financial information for the last five years (Note 1)
2017 2018 2019 2020 2021
Operatingrevenue 3,858,689 4,365,960 4,456,187 4,408,155 5,730,874
Gross profit from
operations
206,861 135,265 129,257 461,363 409,665
Operating profit or
loss
(37,992) (127,370) (142,967) 151,313 (30,147)
Non-operating
income and expenses
27,849 77,542 277,778 578,807 375,305
Pre-taxprofit (10,143) (49,828) 134,811 730,120 345,158
Net income (loss)
for the period from
continuing
operations
(81,431) (71,794) 117,087 715,152 319,368
Loss from
discontinued
operations
0 0 0 0 0
Net income (loss)
for theperiod
(81,431) (71,794) 117,087 715,152 319,368
Other omprehensive
income (net of tax)
for theperiod
(4,022) 12,935 (136,720) 561,499 (76,203)
Total
comprehensive
income for the
period
(85,453) (58,859) (19,633) 1,276,651 243,165
Net income
attributable to
owners of parent
company
(81,431) (71,794) 117,087 715,152 319,368
Net income
attributable to
noncontrolling
interests
0 0 0 0 0
Total omprehensive
income attributable
to owners of the
parent company
(85,453) (58,859) (19,633) 1,276,651 243,165

95

Total omprehensive
income and loss
attributable to
noncontrolling
interests
0 0 0 0 0
Earningsper share (0.37) (0.33) 0.53 3.24 1.45

Note 1: The financial information of the Company for the preceding year has been audited by CPA.

(3)Name of CPA and audit opinion for the last five years:

Year The CPA Name Opinion
2017 Yu Sheng-Ho
Lee Tsu-Hui
Unqualified opinion and description of other matters
2018 Yu Sheng-Ho
Lee Tsu-Hui
Unqualified opinion and description of other matters
2019 Chen Chen-Chien
Huang Yung-Hua
Unqualified opinion and description of other matters
2020 Chen Chen-Chien
Huang Yung-Hua
Unqualified opinion and description of other matters
2021 Chen Chen-Chien
Huang Yung-Hua
Unqualified opinion and description of other matters

2.Five-Year Financial Analysis:

Financial Analysis - Consolidated Financial Reporting

year(Note 1)
Item
year(Note 1)
Item
Financial analysis for the last fiveyears Financial analysis for the last fiveyears Financial analysis for the last fiveyears Financial analysis for the last fiveyears Financial analysis for the last fiveyears Current year
ended
March 31,
2022

Remark
2017 2018 2019 2020 2021
Financial
Structure
Debt to assets ratio 56.06 54.09 53.98 45.76 48.95 47.71
Long-term capital to
property, plant and
equipment
243.09 275.99 292.23 317.10 333.44 335.98
Solvency
Current Ratio 160.72 166.54 173.76 199.65 180.25 202.29
Quick Ratio 92.18 108.30 115.99 133.80 106.67 140.27
Interest coverage multiple 0.74 (0.76) 5.91 21.28 23.87 (1.27)
Operating
Capabilities
Receivables turnover rate
(times)
8.20 6.87 7.06 7.93 8.91 8.37
Average collection days 44.51 53.12 51.69 46.02 40.96 43.60
Inventory turnover rate
(times)
5.94 7.42 7.35 7.38 7.33 10.05

96

Average sales days 61.45 49.19 49.65 49.45 49.79 36.30
Turnover rate of accounts
payable(times)
10.14 9.49 8.15 8.62 8.20 9.57
Property, plant and
equipment turnover rate
(times)
1.09 1.25 1.30 1.41 1.88 2.06 Note 1
Total assets turnover rate
(times)
0.41 0.41 0.40 0.41 0.50 0.55
Profitability Return on Assets(%) (0.46) (0.43) 1.21 6.16 2.64 (0.09) Note 2
Return on equity (%) (1.69) (1.42) 2.19 11.99 4.83 (0.21) Note 2
Net income before income
tax topaid-in capital(%)
(0.45) (2.19) 5.96 17.68 15.50 (0.4)
Net Income Ratio(%) (1.82) (1.50) 2.51 14.36 4.92 (0.82) Note 2
Earningsper share(NT$) (0.37) (0.33) 0.53 3.24 1.45 (0.07) Note 2
Cash Flow Cash flow ratio(%) 3.60 19.83 34.15 43.34 25.16 (5.32) Note 3
Cash Flow Allowance
Ratio(%)
8.66 8.95 33.14 106.47 116.59 118.79
Cash reinvestment ratio(%) 0.27 1.69 2.81 3.28 2.68 (0.45)
leverage Operating leverage (10.26) (4.08) (6.41) 4.28 (18.96) (1.55) Note 4
Financial leverage 0.68 0.85 0.80 1.09 0.68 0.97 Note 5
Reasons for changes in financial ratios for the last two years. (The analysis is exempted if the change is less than
20%)
Note 1: The Consolidated Company's sales income for the current year increased compared the same in 2020, so the
Property, plant and equipment turnover rate increased.
Note 2: The Consolidated Company's net income for FY2021 was after-tax and decreasdsignificantly compared
withthat of FY2020, so the positive ratio decreased.
Note 3: Cash inflow from operating activities increased in 2021 compared to 2020, so the positive ratio decreased.
Note 4: The Consolidated Company's cash flow from operating activities decreasedin 2021 compared to 2020, and
net operating loss, so negative ratio is shown.
Note 5: The Consolidated Company's pre-tax profitdecreased in 2021 compared to 2010, and so negative ratio is
shown.
  • Note 1: The Company's consolidated financial information for the preceding year and the first quarter of 2022 is based on information that was audited or reviewed by the accountants.

97

Financial Analysis - Individual Financial Reports

Year
Item

Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Note
2017 2018 2019 2020 2021
Financial
Structure
Debt to assets ratio 40.50 39.21 37.67 27.99 31.68
Long-term capital to
property, plant and
equipment
185.92 213.26 218.43 244.39 252.79
Solvency
Current Ratio 134.50 137.24 133.77 142.76 140.18
Quick Ratio 78.42 89.24 87.76 96.06 79.35
Interest coverage
multiple
0.71 (0.79) 5.94 38.31 24.24 Note 2
Operating Capabilities Receivables turnover rate
(times)
7.59 6.45 6.89 7.34 8.10
Average collection days 48.09 56.55 52.97 49.72 45.06
Inventory turnover rate
(times)
6.63 8.81 9.32 9.08 8.95
Average sales days 9.75 9.54 8.12 8.05 7.84
Turnover rate of accounts
payable(times)

55.07
41.44 39.16 40.19 40.78
Property, plant and
equipment turnover rate
(times)
1.00 1.20 1.29 1.31 1.73 Note 1
Total assets turnover rate
(times)
0.48 0.50 0.52 0.48 0.59
Profitability Return on Assets(%) (0.63) (0.58) 1.61 8.26 3.52 Note 3
Return on equity (%) (1.69) (1.42) 2.19 11.99 4.83 Note 3
Net income before
income tax to paid-in
capital(%)
(0.45) (2.19) 5.93 32.13 15.19 Note 2
Net Income Ratio(%) (2.11) (1.64) 2.63 16.22 5.57 Note 3
Earningsper share(NT$) (0.37) (0.33) 0.53 3.24 1.45 Note 3
Cash Flow Cash flow ratio (%) (1.87) 18.59 31.39 42.77 25.85 Note 4
Cash Flow Allowance
Ratio(%)
3.01 0.58 15.61 75.00 114.90 Note 5
Cash reinvestment ratio (%) (0.17) 1.98 3.23 4.05 1.18 Note 4
leverage Operating leverage (19.82) (5.27) (6.86) 6.14 (22.45) Note 6
Financial leverage 0.52 0.82 0.84 1.15 0.67 Note 6

98

Reasons for changes in financial ratios for the last two years. (The analysis is exempted if the change is less than 20%)

  • Note 1: The Consolidated Company's sales income for the current year increased compared the same in 2020, so the Property, plant and equipment turnover rate increased.

  • Note 2: The Consolidated Company's net income for FY2020 was after-tax and decreasd significantly compared with that of FY2019, so the positive ratio decreased.

  • Note 3: Cash inflow from operating activities increased in 2021 compared to 2020, so the positive ratiodecreased.

  • Note 4: The Consolidated Company's cash flow from operating activities decreased in 2021 compared to 2020, and net operating loss, so negative ratio is shown.

  • Note 5: The Consolidated Company's cash flow from operating activities increased significantly and capital expenditures decreased in the last five years, so the positive ratio increased.

  • Note 6: The Consolidated Company's operating income less variable costs increased in 2021 compared to 2020,but the positive ratio decreased because of the net operating loss.

Note 1: The calculation of the Company's financial information for the preceding year is based on information audited and certified by the accountants.

The formula for calculating the financial analysis items is as follows.

  1. Financial Structure

  2. (2) Debt to asset ratio = Total liabilities / Total assets.

  3. (3) Long-term capital to property, plant and equipment = (total equity + non-current liabilities) / net property, plant and equipment.

  4. Solvency

  5. (1) Current ratio = Current assets / Current liabilities.

  6. (2) Quick ratio = (current assets - inventories - prepaid expenses) / current liabilities.

  7. (3) Interest coverage = Net income before income tax and interest expense / Interest expense for the period.

  8. Management capability

  9. (1) Turnover rate of accounts receivable (including accounts receivable and notes receivable arising from operations) = Net sales / Average balance of accounts receivable (including accounts receivable and notes receivable arising from operations) for each period.

  10. (2) Average collection days = 365/receivable turnover rate.

  11. (3) Inventory turnover rate = Cost of goods sold / average inventory amount.

  12. (4) Accounts payable (including accounts payable and bills payable arising from operations)turnover rate = Cost of goods sold / average accounts payable for each period The balance of payments (including accounts payable and bills payable arising from operations).

  13. (5) Average sales days = 365 / Inventory turnover rate.

  14. (6) Turnover rate of property, plant and equipment = Net sales / Average net property, plant andequipment.

  15. (7) Total Asset Turnover = Net Sales / Average Total Assets.

  16. Profitability

  17. (1) Return on assets = [Profit and loss after tax + interest expense × (1 - tax rate)] / Average totalassets.

99

  • (2) Return on equity = Profit or loss after tax / average total equity.

  • (3) Net profit margin = profit or loss after tax / net sales.

  • (4) Earnings per share = (Profit or loss attributable to owners of the parent company – preferredstock dividends) / weighted-average number of shares outstanding.

  • Cash flow

  • (1) Cash flow ratio = Net cash flow from operating activities / Current liabilities.

  • (2) Net cash flow fair ratio = Net cash flow from operating activities for the last five years / (capitalexpenditures + increase in inventories + cash dividends) for the last five years.

  • (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividends) / (grossproperty, plant and equipment + long-term investments + other noncurrent assets + workingcapital).

  • Leverage.

  • (1) Operating leverage = (net operating revenues - variable operating costs and expenses) /operating income.

  • (2) Financial leverage = Operating income / (Operating income - interest expense).

100

3.Audit Committee‘s Report in the Most Recent Year:

To: The company‘s 2022 General Shareholder Meeting

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

We hereby accept the 2021 annual business report, the earnings distribution statement submitted by the board of directors of the company, and the 2021 individual financial report and consolidated financial report that have been checked and certified by KGMP, Taiwan, and the audit committee has completed the audit, it is believed that there is no inconsistency, and according to the provisions of Article 14-4 of the Securities and Exchange Act, and Article 29 of the Company Act, it is reported to be reviewed.

Hou, Ming-Li

Convener of Audit Committee

March 23, 2022

  1. Financial Statements in the Most Recent Year: Please refer to annex 1.

  2. Parent company only financial statements audited by CPAs for the most recent year: Please referto annex 2.

  3. The effect on the financial position of the Company and its affiliates in the most recent year andas of the date of printing of the annual report, if there were any financial turnover difficulties: None

101

VII. Review of Financial Conditions, Operating Results, and Risk Management

1. Analysis of Financial Status:

Comparative Analysis of Financial Position Unit: NT$1,000

Year
Item

2021
2020 Differences Differences
Amount %
Current assets 2,656,901 2,006,284 650,617 32.43
Property, plant and equipment 3,450,776 3,522,618 (71,842) (2.04)
Intangible assets 0 0 0 0
Other Assets 6,872,506 6,646,260 226,246 3.4
Total Assets 12,980,183 12,175,162 803,021 6.61
Current liabilities 1,474,042 1,004,885 469,157 46.69
Non-current liabilities 4,879,544 4,566,160 313,384 6.86
Total liabilities 6,353,586 5,571,045 782,541 14.05
Share Capital 2,272,283 2,272,283 0 0
Capital Fund 14,335 7,792 6,543 83.97
Retention Surplus 3,603,417 3,507,899 95,518 2.72
Other adjustments to
shareholders' equity
736,562 816,143 (79,581) (9.75)
Total shareholders' equity 6,626,597 6,604,117 22,480 0.34

The main reasons for the significant changes in assets, liabilities and equity in the last two years and their effects:

  1. Retained earnings: The significant decrease in net income in 2021 compared to 2020.

  2. Other adjustments to stockholders' equity: As a result of the recognition of the fair value valuation gain on equity in 2021

102

2.Analysis of Operation Results:

(1)Comparative Analysis of Operating ResultsUnit: NT$1,000

Year
Item
2020 2021 Increase
(decrease)
Variation
Net Operating Income
Operating Costs
Gross Profit
Operating Expenses
Net operating income (loss)
Non-operating income and
expenses
Pre-tax net income (loss)
Income tax expense
Gain or loss on discontinued
operations
Net income (loss) for the
period
Other comprehensive income
(net of tax)
Total comprehensive income
for theperiod
6,490,333
6,005,716
484,617
517,018
(32,401)
384,609
352,208
32,840
0
319,368
(76,203)
243,165
4,980,018
4,379,893
600,125
367,431
232,694
169,019
401,713
27,616
341,055
715,152
561,499
1,276,651
1,510,315
1,625,823
(115,508)
149,587
(265,095)
215,590
(49,505)
5,224
(341,644)
(395,784)
(637,702)
(1,033,486)
30.33
37.12
19.25
40.71
(113.92)
127.55
(12.32)
18.92
(100)
(55.34)
(113.57)
(80.95)

The main reasons for the significant changes in operating income, net operating income and net incomebefore income tax for the last two years:

  1. Reasons for changes of 20% or more:

  2. jIncrease in net operating revenues and operating costs: In the second half of 2021, due to the increase in international VCM prices, PVC powder prices also increased. Although the average selling price increased slightly, the increase in VCM raw material prices and the increase in sales volume resulted in a significant increase in net operating revenues and operating costs for the period compared to the same period last year. International shipping costs remained high and operating expenses were significantly higher than last year, resulting in a net operating loss for the year.

  3. kIncrease in non-operating income and expenses: The increase is mainly due to the recognition of valuation gains on financial assets and dividend income in 2021.

lDecrease in other comprehensive income or loss: The decrease was due to the recognition of fairvalue gain on equity interest in 2021.

  1. The expected sales volume and its basis, the possible impact on the company's future

103

financialoperations, and the plan to deal with it:

The expected sales volume is evaluated based on the actual sales performance in recent years, theindustry environment and market changes. Expected revenue to increase slightly in 2021, but globaleconomy affected by unstabilized pneumonia outbreak. With the government's continued promotion ofeconomic revitalization programs, the overall economic prosperity of the country has been boosted.

In the future, we will strengthen the development of new products and research to develop highvalue-added products, and fully grasp the source of raw material supply to ensure that there is noshortage of sources in order to achieve the production goals. In terms of sales, we will develop newcustomers and markets to increase revenue, and in particular, we will keep abreast of internationalfinancial and economic information, keep an eye on price trends, increase our market share, andstrengthen our after-sales services. In addition to revenue, it is the Company's goal to improve itsoperations and profits, to comply with government regulations, and to fulfill its corporate social responsibility.

3.Analysis of Cash Flow

(1) Liquidity analysis for the last two years

Year
Item
2021 2020 Increase (decrease) ratio %
Cash Flow Ratio 25.16 43.34 (41.95)%(Note 1)
Cash Flow Fair Ratio 116.59 106.47 9.51 %
Cash reinvestment ratio 2.68 3.28 18.29 %
Analysis of changes in the percentage of increase or decrease:
Note 1: The cash inflow from operating activities of the Consolidated Company decreased
significantly in 2021compared to 2020, so the positive ratio decreased.

(2)Cash flow analysis for the coming yearUnit: NT$1,000

Beginning
of
the period
Cash
Balance
Year-round
selfservice
Net cash flow from
activities
Annual Cash
Inflow
Cash surplus
(Deficiency)
Amount
Remedies for cash shortage Remedies for cash shortage
Investment Plan Financial Plan
414,256 -887,176 121,265 -351,655 - 410,000-

104

Annual cash flow sex analysis:

The net cash outflow of $887,176 thousand from operating activities in the coming year is basedon the estimated profitability of the Consolidated Company in 2022 and investment income and dispose of stock were recognized, resulting in a cash inflow of $121,265 thousand, the cash shortage of $351,655 thousand at the end of the period, which was raised by bank financing, and the rest was used as working capital of the company.

  • 4.Major Capital Expenditure Items: None.

  • 5.Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year:

  • Last year, under the impact of the covid-19 epidemic, many Taiwanese companies thought of dispersing their production plants in China and the uncertainty of the entire upstream and downstreamsupply chain of raw materials, In addition to the political and economic instability in Europe since the beginning of this year, the Russian invasion of Ukraine at the end of February triggered a global political and economic turmoil, and the global inflation trend confirmed the international financial turmoil. There was no truce until March, and it is estimated that the recovery will slowly resume in the second half of this year as the trend stabilizes. However, Raw Materials Dept. is making good profit under the balance of VCM raw material procurement and sales, and Building Materials Dept. is also making stable profit under the domestic inflationary pressure of the real estate boom, except for the out-of-control environment of the epidemic situation in Europe and the U.S., which has not yet improved. However, we have adopted a conservative and prudent investment policy, with the industries related to the Company's core business as the main investment consideration, resulting in stable profits last year.

  • The Company will invest in the storage industry, investment companies and manufacturing industry, etc. The Company will invest in the future depending on the development status of the industry, and will hold the reinvestment business related to the industry for a long period of time, while the reinvestment of optoelectronic materials and idle land assets will be adjusted and developed in a timely manner depending on the general environment, in order to enrich the capital requirements for the future development and transformation of the Company's industry.

6.Analysis of Risk Management:

  • (1) The impact of interest rate, exchange rate and inflation on the Company's profit or loss and future measures:

  • 1) Interest rates: Due to the deterioration of global inflation, countries began to tighten money supply and raise interest rates. It is expected that the Central bank of Taiwan will follow suit this year and adjust financing tools depending on the interest rate level in the future.

  • 2) Exchange rate: The Company has a small shortage of U.S. dollars, so it is less affected by changes in the exchange rate and currently uses natural hedging and forward foreign exchange locking when the exchange rate is more volatile.

  • 3) Inflation: The Company has not experienced any significant impact on the Company's profit or loss due to inflation.

  • (2) The policy of engaging in high-risk, highly leveraged investments, lending of funds to others, endorsement of guarantees and derivative transactions, the main reasons for profit or loss and future

105

measures:

  • 1) The Company does not engage in high-risk, highly leveraged investments.

  • 2) The Company does not engage in hedging derivatives.

  • 3) The Company's loan of funds to others and endorsement of guarantees are handled in accordance with the "Procedures for Handling Loan of Funds and Endorsement of Guarantees" established bythe Company.

  • (3) Future research and development plans and estimated research and development costs:

  • 1) Future R&D plan :

  • ➀Development of microcapsules for soft hollow ball materials and testing of synthetic leather applications.

  • ➁TPE imitation wood combustion resistant material development (II).

  • ➂NonP plasticizer type PVC high softness medical pellets: softness, hardness and heat resistance specification product development.

  • ➃PVC foam pellet development: quality and cost improvement..

  • (4) Impact of significant domestic and foreign policy and legal changes on the Company's financialoperations and measures taken in response: None

  • (5) Impact of technological changes and industry changes on the Company's financial operations andmeasures to address them: None

  • (6) Impact of corporate image change on corporate crisis management and response measures: None

  • (7) Expected benefits, possible risks and contingencies of the merger and acquisition: None

  • (8) Expected benefits, possible risks and contingency measures for plant expansion: None

  • (9) Risks associated with concentrations of imports or sales and measures to address them: None

  • (10) The impact, risk and response measures of a significant transfer or change in shareholding ofdirectors, supervisors or substantial shareholders holding more than 10% of the shares of theCompany: None

  • (11) Impact of the change in operating right on the Company, risks and response measures: None

  • (12) For litigation or non-litigation events, the Company and its directors, supervisors, general manager,persons in charge, substantial shareholders holding more than 10% of the shares, and affiliatedcompanies should disclose the facts of the dispute, the amount of the subject matter, the date ofcommencement of the litigation, the principal parties involved in the litigation, and the price of thesecurities if the outcome of the litigation, non-litigation or administrative dispute is likely to have asignificant impact on shareholders' equity or the price of the securities. Disposition as of the date ofthe annual report: None

  • (13) Other significant risks and responses: None

  • Other important matters: None

106

VIII. Special Disclosure

1.Summary of Affiliated Companies:

  • (1)Report on Consolidated Operations of Affiliated Companies:

  • 1) Affiliate Organization Chart

OPC

==> picture [418 x 523] intentionally omitted <==

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

100% 100%
HongDa Investment
UNIVERSE
Corp.
100% 60.76%
FINE
ChanghsinHsinye ENVIRONMENT
Co., Ltd. TECHNOLOGIES
CO., LTD.
100% 100%
Shengyang
FERMAT
Development Co.,
EnterPrises
Ltd
100%
OCEAN
GROUP
100% 100% 100%
OPC SAGE RISE FUTURE
HOLDINGS HOLDINGS INT‘L LTD.
Ocean Plastics Co., Dongguan Ocean
Ltd. (Huizhou) Innovative Leather
Co., Ltd. Products Co., Ltd.
100% 100%
----- End of picture text -----

107

2) Basic information of affiliated companies

March 31, 2022

March 31, 2022 March 31, 2022
Unit:10,000 dollars
Name Established
on

Address
Paid-in Capital
Business
Scope
ChanghsinHsinye
Co., Ltd.
12.24.1998 5F, No. 310, Juguang Road, Taipei, Taiwan 290,086 Investment
HongDa
Investment Corp.
12.14.1998 5F, No. 310, Juguang Road, Taipei, Taiwan 1.9 million Investment
FERMAT
ENTERPRISES
6.27.2000 P.O. BOX3321 Road Town, Trotola, British
Virgin Islands
US$ 45 Investment
UNIVERSE
ENTERPRISES
4.2.2001 P.O. BOX3152 Road Town, Trotola, British
Virgin Islands
US$ 300 Trade
OCEAN
GROUP
3.8.2004 Portcullis Chambers P.Q.Box1225 Apia Samoa US$3,290 Investment
SAGE
HOLDINGS
3.17.2004 Portcullis Chambers P.Q.Box1225 Apia Samoa US$ 2,500 Investment
RISE FUTURE
INT‘L LTD.
12.16.2004 NO.4, Franky Building Providence
IndustrialEstate, Mahe, Seychelles
US$ 745 Investment
OPC
HOLDINGS
8.25.2000 P.O. BOX3152 Road Town, Trotola, British
Virgin Islands
US$ 45 Investment
Ocean Plastics Co.,
Ltd. (Huizhou) Co.,
Ltd.


11.8.2004
Fulong Industrial Zone, Shatian Town,
Huiyang District, Huizhou City, Guangdong
Province
US$ 2,500 Manufacturing
OCEAN PLASTICS
(Dongguan)CO.,
LTD.
9.12.2005 Weiya Industrial Zone, Lamma Village,
Daojiao Town, Dongguan City, Guangdong
Province
US$ 745 Manufacturing
Shengyang
Development Co.,
Ltd.
1.5.2015 5F, No. 310, Juguang Road, Wanhua District,
Taipei, Taiwan
100 Land
Development
FINE
ENVIRONMENT
TECHNOLOGIES
CO.,LTD.
5.7.2003 6F, No. 310, Juguang Road, Taipei, Taiwan 1,650 Sales

3)Information on the same shareholders who are presumed to be in a controlling and subordinate relationship: None

108

4) The business of the affiliated companies and their relationship with each other

Industry Name Relationship
Investment Co. ChanghsinHsinyeh Co. None
HongDa Investment Corp.
FERMAT ENTERPRISES
OCEAN GROUP
SAGE HOLDINGS
RISE FUTURE INT‘L LTD.
OPC HOLDINGS
Trading UNIVERSE ENTERPRISES
Manufacturing Ocean Plastics(Huizhou)Co.,Ltd.
Dongguan Ocean Innovative Leather
Products Co.,Ltd.

Land Development ShengyangDevelopment Co., Ltd.
Sales FINE ENVIRONMENT
TECHNOLOGIES CO.,LTD.

5)Information on Directors, Supervisors and General Managers of affiliated companiesMarch 31, 2022

Name Title Name or representative Shareholding Shareholding
Shares Holding
ratio
ChanghsinHsinye
Co., Ltd.
Chairman Ocean Plastics Co., Ltd.Juristic person
representative: ChengYu-Feng
290,086,000 100.00%
Director Ocean Plastics Co., Ltd.Juristic person
representative: ChengFan-Yao
Director Ocean Plastics Co., Ltd.Juristic person
representative: Lin Chin-Hua
supervisor Ocean Plastics Co., Ltd.Juristic person
representative :WangYi-Ho
HongDa
Investment
Corp.
Chairman Ocean Plastics Co., Ltd.Juristic person
representative: Chiu Chun-Fu
19,000,000 100.00%
Director Ocean Plastics Co., Ltd.Juristic person
representative: Chen Fang-Ching
supervisor Ocean Plastics Co., Ltd.Juristic person
representative: Lee Shang-Hsun
OCEAN GROUP Managing
Director

Ocean Plastics Co., Ltd.Juristic person
representative: ShenShao-Pin
32,900,000 100.00%
UNIVERSE
ENTERPRISES
Chairman Ocean Plastics Co., Ltd.Juristic person
representative: Wang Yi-Ho
3,000,000 100.00%

109

Name Title Name or representative Shareholding Shareholding
Shares Holding
ratio
Director Ocean Plastics Co., Ltd.Juristic person
representative: Lu Chien-An
FERMAT
ENTERPRISES
Chairman Ocean Plastics Co., Ltd.Juristic person
representative: WangYi-Ho
450,000 100.00%
Director Ocean Plastics Co., Ltd.Juristic person
representative :Lu Chien-An
SAGE
HOLDINGS
Managing
Director

OCEAN GROUPJuristic person representative:
Wang Yi-Ho
25,000,000 100.00%
RISE FUTURE
INT‘L LTD.
Managing
Director


OCEAN GROUPJuristic person representative:
WangYi-Ho
7,450,000 100.00%

110

OPC
HOLDINGS
Chairman OCEAN GROUPJuristic person representative:
Wang Yi-Ho
450,000 100.00%
Director OCEAN GROUPJuristic person
representative :Lu Chien-An
Dongguan Ocean
Innovative Leather
Products Co., Ltd.
Managing
Director

RISE FUTURE INT‘L LTD.
Juristic person representative: Peng
Hung-Chang
7,450,000 100.00%
supervisor RISE FUTURE INT‘L LTD.
Juristic person representative: Wang Yi-Ho
Ocean Plastics
Co., Ltd.
(Huizhou)
Co., Ltd.
Chairman SAGE HOLDINGSJuristic person
representative: Shen Shao-Pin
25,000,000 100.00%
Director SAGE HOLDINGSJuristic person
representative: Chen Chin-Ming
Director SAGE HOLDINGSJuristic person
representative: Chen Chin-Ho
Shengyang
Development Co.,
Ltd.
Chairman Chang-Hsin-Hsin-Yeh Co., Ltd.Juristic person
representative: Chen Yu-Feng
100,000 100.00%
Director Chang-Hsin-Hsin-Yeh Co., Ltd.Juristic person
representative: Chen Chien-Ta
Director Chang-Hsin-Hsin-Yeh Co., Ltd.Juristic person
representative: Lee Shang-Hsun
supervisor Chang-Hsin-Hsin-Yeh Co., Ltd.Juristic person
representative: ChangYu-Hui
FINE
ENVIRONMENT
TECHNOLOGIES
CO., LTD.
Chairman Ocean Plastics Co., Ltd.Juristic person
representative: Hsu Ming-Lien
1,002,533 60.76%

Director
Hung-Ta Investment Co., Ltd.Juristic person
representative: ChiangJui-Hsiang
647,467 39.24%
supervisor Lu Chien-An - -

111

6) Business Overview of Affiliates

Dec.31, 2021 Unit: NT$1,000

Company Name Capitali-
zation
Assets
Total
Value
Liabilities
Total
amount
Net
value
Business
Revenue
Business
Interests
Profit or
loss for
the period
(after tax)


Earnings
per share
(after
tax)/(NT$)
Changhsin
Hsinye Co.,Ltd.
2,900,860 6,014,124 3,103,375 2,910,749 2,940 2,235 5,280 0.02
HongDa
Investment Corp.
190,000 405,971 397 405,574 82,655 74,111 81,241 4.28
FERMAT
ENTERPRISE
13,886 22,237 294 21,943 0 0 224 0.50
UNIVERSE
ENTERPRISE
93,032 63,761 149 63,612 91,929 1,042 3,870 1.29
OCEAN
GROUP
1,069,438 761,196 302,660 458,536 866,252 (4,210) (11,145) (0.34)
SAGE
HOLDINGS
812,643 472,015 0 472,015 0 0 (7,542) (0.3)
RISE FUTURE
INT‘L LTD.
242,168 (59,089) 0 (59,089) 0 0 (3,086) (0.41)
OPC
HOLDINGS
14,628 45,558 0 45,558 0 0 (516) (1.15)
Ocean Plastics
(Huizhou) Co.,
Ltd.
812,643 595,385 123,373 472,012 808,265 337,189 (7,542) (0.3)
OCEAN
PLASTICS(Dong
guan)CO.,LTD
242,168 120,196 179,287 (59,091) 57,987 (4,547) (3,086) (0.41)
FINE
ENVIRONMENT
TECHNOLOGIE
S CO.,LTD.
16,500 15,254 798 14,456 3,681 (12) 194 0.12
Shengyang
Development Co.,
Ltd.
1,000 535 0 535 0 0 108 0

2)Consolidated financial statements of affiliated companies: None

3)The Representation Letter for consolidated financial statements of affiliated companies: Please refer to P118.

112

2 . Private Placement Securities in the Most Recent Years: None

  1. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years

Unit: TWD$1000 dolars/Share/

Subsidiaries Received
Capitalization
Funding
Source
Our
Company
Sharehold
ing ratio

Obtain or
Disposition
Date
Number of
shares
acquired
and amount

Number of
shares
disposed of
and amount

Investm
ent
Profit
and Loss

Number and
amount of shares
held as of the
date of printing
of the annual
report

Set the
pledge
situation
Our company
is
Subsidiary
Endorsement
Guaranteed
Amount
Amount
loaned by the
Company to
subsidiaries
Changhsin
Hsinye Co.,
Ltd.
2,900,860 OCEAN
PLASTICS
CO.,
LTD.

100
- - - - 2,939,062shares
69,362thousand
None 1,220,150 None
HongDa
Investment
Corp.
190,000 100 - - - - 3,603,654shares
85,046thousand

4.Other necessary supplementary items: None

  • 5.For the most recent year and as of the printing date of the annual report, events that have a significant impact on shareholders' equity or the price of securities as defined in Article 36, Paragraph 2 of the Securities and Exchange Act: None

113

Stock Code:1321

Appendix 1

Ocean Plastics Co., Ltd and Subsidiaries

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: 5、6F., No. 310, Juguang Rd., Wanhua Dist., Taipei City 108, Taiwan (R.O.C.) Telephone: (02)2308-2131

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail. 114

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors‘ Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. Notes to the Consolidated Financial Statements
(1) Company history
(2) Approval date and procedures of the consolidated financial statements
(3) New standards, amendments and interpretations adopted
(4) Summary of significant accounting policies
(5) Significant accounting assumptions and judgments, and major sources of
estimation uncertainty
(6) Explanation of significant accounts
(7) Related-party transactions
(8) Pledged assets
(9) Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page

1
2
3
4
5
6
7
8
9
9
9~10
11~26
26~27
27~59
59~60
61
61
61
61
62
63~65
66
66~67
67
68~70

115

Representation Letter

The entities that are required to be included in the combined financial statements of 2021 as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, "Consolidated Financial Statements. " In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Ocean Plastics Co., Ltd and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Ocean Plastics Co., Ltd Chairman: Date: March 23, 2022

116

Independent Auditors’ Report

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

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (―IFRSs‖), International Accounting Standards (―IASs‖), Interpretations developed by the International Financial Reporting Interpretations Committee (―IFRIC‖) or the former Standing Interpretations Committee (―SIC‖) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors‘ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (―the Code‖), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

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

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

117

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventory evaluation

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

Description of key audit matter:

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

How the matter was addressed in our audit:

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

2.Revenue recognition

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

Description of key audit matter:

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

How the matter was addressed in our audit:

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

118

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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group‘s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management‘s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group‘s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors‘ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors‘ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

119

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors‘ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors‘ report are Cheng-Chien Chen and Yung-Hua Huang.

KPMG

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

120

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

December 31, 2021
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(a))
$ 414,256
3
1110
Current financial assets at fair value through profit or loss (note 6(b))
436,198
3
1137
Current financial assets at amortized cost (note 6(d))
-
-
1170
Notes and trade receivables, net (note 6(e))
751,866
6
130X
Inventories (note 6(f))
968,087
7
1470
Other current assets (note 6(k) and 7)
86,494
1

2,656,901
20
Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note 6(b))
9,326 -
1517
Non-current financial assets at fair value through other comprehensive
income (note 6(c))
1,169,824
9
1535
Non-current financial assets at amortised cost, net (note6(d))
21,715 -
1550
Investments accounted for using equity method (note 6(g))
417,247
3
1600
Property, plant and equipment (note 6(h) and 8)
3,450,776
28
1755
Right-of-use assets(note 6(i) and 7)
192,346
1
1760
Investments property, net (note 6(j) and 8)
4,995,629
38
1900
Other non-current assets (note 6(k))
66,419
1

10,323,282
80
Total assets
$
12,980,183
100
December 31, 2021
Amount
%
$ 414,256
3
436,198
3
-
-
751,866
6
968,087
7
86,494
1
December 31, 2020
Amount
%
413,217
3
264,727
2
33,693 -
663,174
5
510,217
5
121,256
2
2,006,284
17
16,237 -
1,251,957
10
21,585 -
407,945
3
3,522,618
30
51,513 -
4,850,298
40
46,725
-
10,168,878
83
12,175,162
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(m) and 8)
2170
Notes and trade payables
2200
Other payables
2220
Other payables to related parties (note 7)
2300
Other current liabilities (note 6(l)(o)(u) and 7)
2320
Long-term liabilities, current portion (note 6(n) and 8)

Non-Current liabilities:
2540
Long-term borrowings (note 6(n) and 8)
2570
Deferred tax liabilities
2640
Net defined benefit liability, non-current (note 6(q))
2670
Other non-current liabilities, others (note 6(o) and 7)

Total liabilities
Equity attributable to owners of parent (note 6(s)):
3100
Capital stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2021 December 31, 2021
Amount % Amount
2,656,901
20


1,474,042
10
1,004,885
8


3,145,798
24
2,981,931
24
1,439,652
12
1,428,647
12
105,337
1
108,107
1
188,757
1
47,475
-


4,879,544
38
4,566,160
37


6,353,586
48
5,571,045
45


2,272,283
18
2,272,283
19
14,335 -
7,792 -
3,603,417
28
3,507,899
29
772,751
6
852,332
7
(36,189)
-
(36,189)
-

10,323,282
80


6,626,597
52
6,604,117
55
$
12,980,183
100


$
12,980,183
100
12,175,162
100

See accompanying notes to consolidated financial statements.

121

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4100
Operating revenues, net(note 6(u))
5000
Operating costs (note 6(f) and 7)
5900
Gross profit from operation
6000
Operating expenses (note 6(e)(h)(i)(j)(q)(v) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment loss determined in accordance with IFRS 9
6000
Total operating expenses
6900
Net operating income (loss)
7000
Non-operating income and expenses:
7100
Interest income (note 6(w))
7010
Other income (note 6(w) and 7)
7020
Other gains and losses, net (note 6(w))
7050
Finance costs (note 6(w))
7060
Share of profit of associates accounted for using equity method (note 6(g))
Total non-operating income and expenses
Profit from continuing operations before income tax
7950
Less: Income tax expenses (note 6(r))
Profit from continuing operations
Profit and loss of discontinued operations:
8101
Profit (loss) from discontinued operations after income tax (note 12(b))
Profit
8300
Other comprehensive income:
8310
Items that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income
Total comprehensive income
Earnings per share (NT dollars) (note 6(t))
9750
Basic earnings per share
Basic earnings per share from continuing operations
Basic earnings per share from discontinued operations
Total basic earnings per share
9850
Diluted earnings per share
Diluted earnings per share from continuing operations
Diluted earnings per share from discontinued operations
2021 %
100
93
2020 %
100
88
Amount
$ 6,490,333
6,005,716
Amount

4,980,018
4,379,893

484,617
7
600,125
12

371,412
133,676
11,496
434
6
2
-
-


224,452

130,466
8,654
3,859
5
3
-
-
517,018 8
367,431
8

(32,401)
(1)
232,694
4

4,344
165,860
151,077
(15,400)
78,728

-
3
2
-
1

4,475

59,954

47,261
(19,808)
77,137
-
1
1
-
2

384,609
6
169,019
4

352,208
32,840
5
1


401,713
27,616
8
1

319,368
4
374,097
7

-
-
341,055
7
319,368 4
715,152
14

3,378
(82,133)
-
-
(1)
-

(8,014)

564,796
-
-
11
-
(78,755) (1) 556,782 11

2,552
-

-
-

4,717
-
-
-
2,552 - 4,717 -

(76,203)
(1)
561,499
11

$
243,165

3

1,276,651
25

$
1.45
0.00

1.69
1.55
$ 1.45 3.24
$ 1.45
0.00
1.69
1.55
$ 1.45 3.24

See accompanying notes to consolidated financial statements.

122

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

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

Equityattributable to owners Equityattributable to owners ofparent
Total other equityinterest
Share capital Retained earnings Unrealized gains
Exchange (losses) on financial
differences on assets measured at
Unappropriated translation of fair value through
Ordinary Capital Legal Special retained Total retained foreign financial other comprehensive Total other Treasury
shares surplus reserve reserve earnings earnings statements income equityinterest shares Total equity
Balance at January 1, 2020 $
2,272,283
7,792 - 2,978,245
(172,343)

2,805,902
(44,124)
321,802

277,678
(36,189)
5,327,466
Profit - - - - 715,152
715,152
- - - - 715,152
Other comprehensive income - - - - (8,014)
(8,014)
4,717
564,796

569,513
- 561,499
Total comprehensive income - - - - 707,138
707,138
4,717
564,796

569,513
- 1,276,651
Disposal of investments in equity instruments designated
at fair value through other comprehensive income - - - - (5,141)
(5,141)
- 5,141
5,141
- -
Balance at December 31, 2020 2,272,283 7,792 - 2,978,245
529,654

3,507,899
(39,407)
891,739

852,332
(36,189)
6,604,117
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 52,965 - (52,965)
-
- - - - -
Cash dividends of ordinary share - - - - (227,228)
(227,228)
- - - - (227,228)
- - 52,965 - (280,193)
(227,228)
- - - - (227,228)
Profit - - - - 319,368
319,368
- - - - 319,368
Other comprehensive income - - - - 3,378
3,378
2,552
(82,133)

(79,581)
- (76,203)
Total comprehensive income - - - - 322,746
322,746
2,552
(82,133)

(79,581)
- 243,165
Adjustments of capital surplus for company's cash
dividends received by subsidiaries - 6,543 - - - - - - - - 6,543
Balance at December 31, 2021 $
2,272,283
14,335 52,965 2,978,245
572,207

3,603,417
(36,855)
809,606

772,751
(36,189)
6,626,597

See accompanying notes to consolidated financial statements.

123

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

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

Cash flows from (used in) operating activities:
Profit from continuing operations before tax
Profit from discontinued operations, before tax
Profit before tax
Adjustments:
Adjustments to reconcile loss:
Depreciation expense
Expected credit loss
Net gain on financial assets or liabilities at fair value through profit or
loss
Interest expense
Interest income
Dividend income
Share of loss (profit) of associates and joint ventures accounted for
using equity method
Loss (gain) on disposal of property, plan and equipment
Property, plan and equipment transferred to expenses
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of non-current assets classified as held for sale
Loss (gain) on disposal of investments
Total adjustments to reconcile loss
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Inventories
Other current assets
Other financial assets
Operating assets
Total changes in operating assets
2021
$ 352,208
-
2020

401,713
341,055
352,208
206,568
434
(121,883)
42,828
(4,344)
(97,957)
(78,728)
-
441
(18,689)

-
(1,385)


742,768

207,488

3,859

(70,562)

47,479

(4,475)

(29,459)

(77,137)
3,351

803

-
(341,054)
11,965

(72,715)

(247,742)

(11,570)
(77,565)
(457,870)
33,586
-
(19,914)


2,470

(109,795)

1,680

(64,039)
(14,831)
69,571

(533,333)

(114,944)

See accompanying notes to consolidated financial statements.

124

Changes in operating liabilities:
Contract liabilities
Notes payable
Accounts payable
Other payable
Other payable to related parties
Provisions
Other current liabilities
Net defined benefit liability
Other operating liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
19,613
14,970
169,110
(38,111)
304,731
13,783
13,185
66,758
(121)
(336)
1,081
1,057
94
(8,503)
(2,924)
(1,789)
-
(69,552)

504,769
(21,723)


(28,564)
(136,667)


(101,279)
(384,409)

See accompanying notes to consolidated financial statements.

125

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

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

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes refund (paid)
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of investment properties
Proceeds from disposal of investment properties
Net cash flows from (used in) investing activities
Cash flows used in financing activities:
Decrease in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
2021
250,929
4,344
167,383
(42,575)
(9,220)
2020

358,359

4,475

103,584

(47,628)
16,725

370,861

435,515

-
33,563
(51,247)

9,955
-
(96,523)
462
-
(187,391)
56,162

(33,678)

-

(12,729)

34,210
347,300

(114,591)

7,970
1,724

(74,614)
-

(235,019)
155,592

(50,000)
1,688,033
(1,524,166)
(30,537)
(220,685)


(50,000)

658,886

(1,224,167)

(27,701)
-

(137,355)
(642,982)

2,552
1,039


4,717

(47,158)

See accompanying notes to consolidated financial statements.

126

Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

413,217 460,375
$ 414,256 413,217

See accompanying notes to consolidated financial statements.

127

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

OCEAN PLASTICS CO., LTD (the ―Company‖) was incorporated in June 1965 as a company limited by shares under the Company Act of the Republic of China (R.O.C.), and merged Yee Fong Chemical & Industrial Co., Ltd. The Company was registered in 5F & 6F., No. 310, Juguang Rd., Wanhua Dist., Taipei City. The consolidated financial statements of the Company as of the year ended December 31, 2021 comprise the Company and subsidiaries (together referred to as the ―Group‖ and individually as ―Group entities‖). Please refer to note 14 for related information of the Group entities‘ main business activities.

The major business activities of the Company are the manufacture and sale of plastics.

The Company‘s common shares were listed on the Taiwan Stock Exchange (TWSE) on January 1999.

(2) Approval date and procedures of the consolidated financial statements:

These consolidated financial statements were authorized for issue by the Board of Directors on March 26, 2021.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (―IFRSs‖) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • Amendments to IFRS 4 ―Extension of the Temporary Exemption from Applying IFRS 9‖

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 ―Interest Rate Benchmark Reform—Phase 2‖

  • Amendments to IFRS 16 ―Covid-19-Related Rent Concessions beyond June 30, 2021‖

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:

  • ● Amendments to IAS 16 ―Property, Plant and Equipment Proceeds before Intended Use‖

  • ● Amendments to IAS 37 ―Onerous Contracts Cost of Fulfilling a Contract‖

  • Annual Improvements to IFRS Standards 2018–2020

  • Amendments to IFRS 3 ―Reference to the Conceptual Framework‖

128

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or Effective date per Interpretations Content of amendment IASB Amendments to IAS 1 The amendments aim to promote January 1, 2023 ―Classification of Liabilities consistency in applying the requirements by as Current or Non-current‖ helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. Amendments to IAS 12 January 1, 2023 The amendments narrowed the scope of the ―Deferred Tax related to Assets and Liabilities arising recognition exemption so that it no longer from a Single Transaction‖ applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 10 and IAS 28 ―Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture‖

  • IFRS 17 ― Insurance Contracts‖ and amendments to IFRS 17 ― Insurance Contracts‖

  • Amendments to IAS 1 ―Disclosure of Accounting Policies‖

  • Amendments to IAS 8 ―Definition of Accounting Estimates‖

129

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as ―the Regulations‖) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(p).

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company‘s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

  • (c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‗controls‘ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

130

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group‘s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements
Name of Name of Principal Shareholding Shareholding
December 31,
December 31,
investor Subsidiary activity 2021 2020 Note
The Company
Hong Da Investment Co.,
General investing

100%

100%
Ltd.
The Company
Chang Xin Co., Ltd General investing
100%

100%
The Company
Fine
Environment

Wholesale
of

100%

100%
(Note 1)
Technologies Co., Ltd Plastic Products
The Company
Universe Enterprises Ltd
Trading Company
100%

100%
The Company
Fermat Enterprises Ltd
Investment holding
100%

100%
The Company
Ocean Group Ltd Investment holding
100%

100%
Ocean Group Ltd
Sage Holdings Ltd Investment holding
100%

100%
Ocean Group Ltd
OPC Holdings Ltd Investment holding
100%

100%
Ocean Group Ltd
Rise Future International
Investment holding

100%

100%
Ltd
Sage Holdings Ltd
Ocean Plastics (Hui Zhou)
Plastic
Products

100%

100%
Co., Manufacturing
Rise Future International
Ocean
Plastics
(Dong
Plastic
Products

100%

100%
Ltd Guan) Co., Ltd Manufacturing
Chang Xin Co., Ltd
Shen Yang Development
Real
Estate

100%

100%
Co., Ltd. Development
Activities

Note 1: Holds 100% of Fine Environment Technologies Co., Ltd shares with Hong Da Investment Co., Ltd..

(iii) Subsidiaries excluded from the consolidated financial statements: None.

  • (d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary item denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

131

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 1) aninvestment in equity securities designated as at fair value through other comprehensive income;

  • 2) financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.

132

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial Instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

133

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI )

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧i ts contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment‘s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group‘s right to receive payment is established.

  • 3)

  • Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‗accounts receivables‘ line item. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

134

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group‘s historical experience and informed credit assessment as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 180 days past dueor the debtor is unlikely to pay its credit obligations to the Group in full.

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‗investment grade which is considered to be BBB- or higher per Standard& Poor‘s, Baa3 or higher per Moody‘s or twA or higher per Taiwan Ratings‘.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

135

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‗credit-impaired‘ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 180 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance ischarge to profit or loss and isrecognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off.However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group‘s procedures for recovery of amounts due.

5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

136

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital suplus is not sufficient to be written down).

4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 5) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

137

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group‘s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate‘s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group‘s interests in the associate.

When the Group‘s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

(j) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

138

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) buildings 5~50 years
2) machinery equipment 3~20 years
3) other facility 2~20 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner occupied to investment property.

139

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (l) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group‘s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Group‘s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • 4) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 5) there is any lease modifications

140

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

(ii) As a leasor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

  • (m) Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset‘s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

141

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset‘s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(n) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group‘s main types of revenue are explained below.

(i) Sale of goods

The Group manufactures and sells electronic components to computer manufacturers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer‘s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

(ii) Financing components

The Groupdoes not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

(o) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

142

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Defined benefit plans

The Group‘s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Other long-term employee benefits

The Group‘s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.

  • (iv) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

143

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

144

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(q) Earnings per share

The Group discloses the Company‘s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(r) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group‘s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

(a) Judgment of whether the Group has substantive control over its investees

The Group holds 44.62% of the outstanding voting shares of Chun Pin Enterprise Co., Limited. and is not the single largest shareholder of the investee. The Group cannot obtain more than half of the total number of Chun Pin Enterprise company‘s directors, and it also cannot obtain more than half of the voting rights at a shareholders‘ meeting. Therefore, it is determined that the Group has significant influence on Chun Pin Enterprise company.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Valuation of inventory

Inventories are stated at the lower of cost or net realizable value. The Group estimates the net realizable value of inventory for normal waste, obsolescence and unmarketable items at the end of reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is determined mainly based on the assumptions of future demand within a specific time horizon. For the estimation of the valuation of inventory, please refer to note 6(f).

145

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group‘s accounting policies include measuring financial and non financial assets and liabilities at fair value through profit or loss.

The Company‘s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

Please refer to Note 6(y) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Revolving funds and cash on hand
Demand deposits and check deposits
Cash and cash equivalents in the consolidated statement o
cash flows
December 31,
2021
$ 788
413,468
December 31,
2020

920
412,297
413,217

f
$
414,256

Please refer to note 6(y) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.

The cash and cash equivalents on December 31, 2021 and 2020, including deposits held by subsidiaries in China, were $142,833 thousand, and $118,097 thousand, respectively. It must be processed in accordance with the procedures prescribed by the foreign exchange control laws and regulations, and the deposit can only be remitted.

146

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(b) Financial assets at fair value through profit or loss

Current financial assets designated at fair value through
profit or loss:
Stocks listed on domestic markets
Fund investment
Subtotal
Non-current financial assets designated at fair value through
profit or loss
Stocks listed on domestic markets
Fund investment
Subtotal
Total
December 31,
2021
$ 411,528
24,670
December 31,
2020

244,032
20,695

436,198

264,727

9,326
-


11,517
4,720
9,326
16,237

$
445,524

280,964

(c)Financial assets at fair value through other comprehensive income

December 31,
2021
Equity investments at fair value through other comprehensive
income:
Stock unlisted on domestic markets-Taiwan VCM
Corporation
$ 1,016,326
Stock unlisted on domestic markets-Others
146,608
Stock unlisted on foreign markets
6,890
Total
$
1,169,824
December 31,
2021
Equity investments at fair value through other comprehensive
income:
Stock unlisted on domestic markets-Taiwan VCM
Corporation
$ 1,016,326
Stock unlisted on domestic markets-Others
146,608
Stock unlisted on foreign markets
6,890
Total
$
1,169,824
December 31,
2020

1,130,019

115,048
6,890
1,251,957

$
1,169,824
  • (i) For credit risk and market risk, please refer to note 6(x).

  • (ii) The financial assets at fair value through other comprehensive income of the Group were not pledged as collateral as of December 31, 2021 and 2020.

  • (d) Financial assets measured at amortized cost

Domestic and foreign time deposit-current
Domestic and foreign time deposit-non-current
December 31,
2021
$
-
December 31,
2020
33,693
21,585
$
21,715

147

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group has assessed that these financial assets are held-to-maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets measured at amortized cost.

  • (i) During the years ended December 31, 2021 and 2020, the Group held domestic and foreign time deposits, with the weighted average interest rates of 3.30% and 0.41%~3.3%, which mature mature on November 2022 and from March to November 2021, respectively.

  • (ii) The discoure instruments were not pledged as collateral as of December 31, 2021 and 2020.

148

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(e) Trade receivables and notes receivable

Notes receivable from operating activities
Trade receivables
Less: Loss allowance
December 31,
2021
$ 59,347
700,502
(7,983)
December 31,
2020

47,777

622,937
(7,540)
663,174

$
751,866

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:

Current
1 to 180 days past due
More than 180 days past due
December 31, 2021 December 31, 2021
Loss allowance
provision
-
4,139
3,844
Gross carrying
amount
$ 706,928
49,077
3,844
Weighted-avera
ge loss rate

-

7%
100%

$
759,849

7,983
Current
1 to 180 days past due
More than 180 days past due
December 31, 2020 December 31, 2020
Loss allowance
provision
-
3,768
3,772
Gross carrying
amount
$ 630,420
36,522
3,772
Weighted-avera
ge loss rate

-

10%
100%

$
670,714

7,540

The movement in the allowance for notes and trade receivables were as follows:

Balance at January 1
Impairment losses recognized
Impairment losses reversed
Foreign exchange gains/(losses)
Balance at December 31
2021

$
7,983
7,540

The aforementioned notes and trade receivables of the Group were not pledged as collateral as of December 31, 2021 and 2020.

149

(f) Inventories

Raw materials
Work in progress
Finished goods
December 31,
2021
$ 425,987
36,662
505,438
December 31,
2020

244,165

28,285
237,767

$
968,087

510,217

The Group‘s relevant inventory details recognized in operating costs in 2021 and 2020 are as follows:

Inventory that has been sold
Write-down of inventories (Reversal of write-downs)
Disposal of inventory
Idle capacity
Revenue from sale of scraps and others
2021
$ 5,890,176
1,234
1,602
111,542
1,162
2020

4,258,900

(4,460)

-

122,300
3,153

$
6,005,716

4,379,893

As of December 31, 2021 and 2020, the Group did not provide any inventories as collateral for its loans.

The impairement loss in inventory was reversed due to the increase in net realizable value which was caused by the scarcity of the inventory and the market price increased.

  • (g) Investments accounted for using equity method

A summary of the Group‘s financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates December 31,
2021
$
417,247
December 31,
2020
407,945
  • (i) Associates

Associates which are material to the Group consisted of the followings:

Name of
Associates
Chun Pin Enterprise
Co., Limited.
Nature of
Relationship with
the Group

Wholesale
of
chemical
feedstock
and products
Main operating
location/
Registered
country of the
Company
Taiwan
Proportion of shareholding
and voting rights
December 31,
2021
December 31,
2020
44.62%
44.62%
December 31,
2021
44.62%

150

The following consolidated financial information of significant associates has been adjusted according to individually prepared IFRS financial statements of these associate.

Current assets
Non current assets
Current liabilities
Non current liabilities
Net assets
Operating revenue
Profit from continuing operations
Other comprehensive income
Total comprehensive income
Share of net assets of associates as of January 1
Comprehensive income attributable to the Group
Dividends received from associates
Share of net assets of associates as of December 31
December 31,
2021
$ 862,322
238,527
(133,582)
(32,059)
December 31,
2020

794,810

207,248

(86,914)
(784)
914,360
2020
420,247

172,894
-
172,894
2020

404,932

77,137
(74,124)
407,945

$
935,208

2021
$ 436,102

176,458
-
$
176,458

2021
$ 407,945
78,728
(69,426)

$
417,247

(ii) Guarantee

As of December 31, 2021 and 2020, the Group did not provide any investment accounted for using equity method as collaterals for its loans.

(h) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020, were as follows:

Lands
Cost or deemed cost:
Balance on January 1, 2021
$ 1,483,366
Additions
-
Transfer from construction in
progress and testing equip
-
Disposal
-
Transfer to expense
-
Effect of movement in exchange
rates
-
Balance on December 31, 2021$
1,483,366
Lands
Cost or deemed cost:
Balance on January 1, 2021
$ 1,483,366
Additions
-
Transfer from construction in
progress and testing equip
-
Disposal
-
Transfer to expense
-
Effect of movement in exchange
rates
-
Balance on December 31, 2021$
1,483,366
Buildings and
constructions
1,408,825
947
4,604
(231)
-
1,010
Machinery and
equipments
2,437,215
-
53,131
(34,338)
-
2,473
Other facilities
1,514,118
68
21,253
(18,259)
-
319
Construction
inprogress
65,051
100,836
(78,988)
-
(441)
194
Total
6,908,575
101,851
-
(52,828)
(441)
3,996
$
1,483,366

1,415,155

2,458,481
1,517,499 86,652
6,961,153

151

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Lands
Balance on January 1, 2020
$ 1,483,366
Additions
-
Transfer from construction in
progress and testing equip
-
Disposal
-
Transfer to expense
-
Effect of movement in exchange
rates
-
Balance on December 31, 2020
$
1,483,366
Depreciation and impairments losses:
Balance on January 1, 2021
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Effect of movement in exchange
rates
-
Balance on December 31, 2021
$
-
Balance on January 1, 2020
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Effect of movement in exchange
rates
-
Balance on December 31, 2020
$
-
Carrying amount:
Balance on December 31, 2021
$
1,483,366
Balance on January 1, 2020
$
1,483,366
Balance on December 31, 2020
$
1,483,366
Lands
Balance on January 1, 2020
$ 1,483,366
Additions
-
Transfer from construction in
progress and testing equip
-
Disposal
-
Transfer to expense
-
Effect of movement in exchange
rates
-
Balance on December 31, 2020
$
1,483,366
Depreciation and impairments losses:
Balance on January 1, 2021
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Effect of movement in exchange
rates
-
Balance on December 31, 2021
$
-
Balance on January 1, 2020
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Effect of movement in exchange
rates
-
Balance on December 31, 2020
$
-
Carrying amount:
Balance on December 31, 2021
$
1,483,366
Balance on January 1, 2020
$
1,483,366
Balance on December 31, 2020
$
1,483,366
Buildings and
constructions
1,399,223
493
9,226
-
-
(117)
Machinery and
equipments
2,430,913
791
20,913
(15,123)
-
(279)
Other facilities
1,476,738
716
41,598
(4,901)
-
(33)
Construction
inprogress
22,217
115,230
(71,737)
-
(803)
144
Total
6,812,457
117,230
-
(20,024)
(803)
(285)
$
1,483,366

1,408,825

2,437,215

1,514,118
65,051
6,908,575

405,663
32,617
-
538

1,857,412
69,847
(34,107)
2,203

1,122,882
71,272
(18,258)
308

-
-
-
-

3,385,957
173,736
(52,365)
3,049
$
-
438,818
1,895,355
1,176,204 -
3,510,377

373,826
31,850
-
(13)

1,785,022
76,513
(3,877)
(246)

1,058,244
69,501
(4,826)
(37)
-
-
-
-

3,217,092
177,864
(8,703)
(296)

$
-

405,663

1,857,412

1,122,882
-
3,385,957
$
1,483,366

976,337

563,126

341,295
86,652
3,450,776

$
1,483,366

1,025,397

645,891

418,494

22,217

3,595,365

$
1,483,366

1,003,162

579,803

391,236

65,051

3,522,618

Part of the land held by the Group is part of the land used for urban rezoning or agricultural land, which cannot be transferred in the name of the Group yet, so it is temporarily registered in other and mortgaged to the Group. The Group expects to use part of the agricultural land for lease; therefore, it is reclassified as investment real estate. As of December 31, 2021 and 2020, the book value (including investment real estate) were $106,823 thousand and $135,881 thousand. The Group is actively applying to the relevant authorities for the change of the land head and will transfer the ownership to the Group after the city rezoning or the land head change is completed.

As of December 31, 2021 and 2020, the property, plant and equipment of the Group had been pledged as collateral for long-term borrowings and credit lines; please refer to note 8.

152

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(i) Right-of-use-assets

The Group leases many assets including land and buildings and vehicles. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at January 1, 2021
Addition
Decrease
Effect of movement in exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Effect of movement in exchange rates
Balance at December 31, 2020
Accumulated depreciation:
Balance at January 1, 2021
Depreciation for the year
Decrease
Effect of movement in exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Depreciation for the year
Effect of movement in exchange rates
Balance at December 31, 2020
Carrying amount:
Balance at December 31, 2021
Balance at December 31, 2020
Lands
$ 31,702
-
-
362
Buildings and
constructions

41,298
76,726
-
(28)
Other
facilities
34,429
95,660
30,770
-
Total

107,429

172,386

30,770
334
$
32,064

117,996
160,859 310,919

$ 31,722
(20)


41,308
(10)

34,429
-


107,459
(30)

$
31,702

41,298
34,429
107,429

$ 4,873
2,555
-
235


22,971

12,723
-
64

28,072
16,309
30,770
1


55,916

31,587

30,770
300
$
7,663
35,758 75,152 118,573

$ 2,328
2,547
(2)


11,470

11,468
33

13,705
14,366
1


27,503

28,381
32

$
4,873
22,971 28,072 55,916

$
24,401

82,238

85,707

192,346

$
26,829

18,327

6,357

51,513

153

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(j) Investment property

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020, were as follows:

Land
Cost :
Blanceat January 1, 2021
$ 4,833,619
Purchases
187,391
Disposal
(40,815)
Blanceat December 31, 2021
$
4,980,195
Blanceat January 1, 2020
$ 4,764,792
Purchases
74,614
Disposal
(5,787)
Blanceat December 31, 2020
$
4,833,619
Accumulated depreciation and impairment
losses:
Blanceat January 1, 2021
$ -
Depreciation for the year
-
Blanceat December 31, 2021
$
-
Blanceat January 1, 2020
$ -
Depreciation for the year
-
Blanceat December 31, 2020
$
-
Carrying amount:
Blanceat December 31, 2021
$
4,980,195
Blanceat January 1, 2020
$
4,764,792
Blanceat December 31, 2020
$
4,833,619
Fair value
Blanceat December 31, 2021
Blanceat December 31, 2020
Land
$ 4,833,619
187,391
(40,815)
Buildings
18,390
-
-

$
4,980,195
18,390

$ 4,764,792
74,614
(5,787)

18,390
-
-

$
4,833,619
18,390

1,711
1,245
$
-

2,956
$ -
-

468
1,243
$
-

1,711
$
4,980,195

15,434

$
4,764,792

17,922

$
4,833,619

16,679

Part of the lands were agricultural land, which's legal title were not allowed to be held by the Group were held temporarily by third party and registered as mortgage to the Group. The Group is applying for alternation of land use for above lands and their title will be transferred to the Group once the process of alternation of land use complete. Please refer to note 6(h) for further details.

154

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2021, the fair value of the Group‘s investment property was evaluated based on the appraisal report of the property from external experts and the recent market price recorded in the Actual Price Registration of Real Estate Transaction. As of December 31, 2020, the fair value of the Group‘s investment property was evaluated based on the appraisal report of the property from external experts.

As of December 31, 2021 and 2020, the capitalized borrowing costs related to the acquisition of investment real estate were 27,428 and 27,671 thousand, and the capitalization interest rates were both 1.41%.

As of December 31, 2021 and 2020, investment property of the Group had been pledged as collateral for long-term borrowings and credit lines, please refer to note 8.

  • (k) Other current assets and other non current assets

The other current assets others and other non current assets of the Group were as follows:

Other current assets
Other receivables
Current tax assets
Prepayments
Others
Other non-current assets
Prepayments for equipment
Deferred tax assets
Other non-current financial assets
Others
December 31,
2021
$ 15,005
197
68,874
2,418
December 31,
2020

19,789

348

93,404
7,715
121,256

-

12,617

14,831
19,277
46,725

$
86,494

$ 3,922
12,397
32,674
17,426

$
66,419

As of December 31, 2021 and 2020, the Group did not provide any other current assets and other non-current assets as collateral for its loans.

  • (l) Other current liabilities

The other current liabilities of the Group were as follows:

Lease liabilities-current
Unearned sales revenue
Others
December 31,
2021
$ 31,148
18,022
2,290
December 31,
2020

15,595

15,938
2,196
33,729

$
51,460

155

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Other current liabilities are expected to be settled within one year.

  • (m) Short-term borrowings

The short-term borrowings of the Group were summarized as follows:

Unsecured bank loans
Unused short-term credit line
Range of interest rates
December 31,
2021
$
150,000
December 31,
2021
$
150,000
December 31,
2020
200,000

$
398,156

334,843

1.10%~1.11%

1.08~1.16%

For the collateral for short-term borrowings, please refer to note 8.

  • (n) Long-term borrowings
Secured bank loans
Less: current portion
Total
Unused long-term credit lines
Secured bank loans
Less: current portion
Total
Unused long-term credit lines
December 31, 2021 Amount
$ 3,199,965
(54,167)
$
3,145,798
$
2,864,099
Amount
$ 3,036,098
(54,167)
$
2,981,931
$
2,873,902
Currency
Rate
Maturity year
NTD
0.89%~1.41%
113.03~120.06

December 31, 2020
Currency
Rate
Maturity year
NTD
0.95%~1.41%
110.03~120.06


For the collateral for short-term borrowings, please refer to note 8.

  • (o) Leases Liabilities

The lease liabilities of the Group‘s were as follows:

Current
Non-current
For maturity analysis, please refer to note 6 (x).
December 31,
2021
$
31,148
December 31,
2020
15,595

$
141,332

15,128

The amounts recognized in profit or loss was as follows:

156

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Interest on lease liabilities 2021

157

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The amounts recognized in the statement of cash flows for the Group was as follows:

Total cash outflow for leases 2021

The Group leases land, houses and buildings, and raw material storage tanks. The leases run for four to five years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Group to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

(p) Operating lease

(i) Leases as lessor

The Group leases out its investment property and other facilities. The Group has classified these leases as operating leases.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

Less than one year
One and two years
Two and three years
Three and four years
Four and five years
More than five years
Total undiscounted lease payment
December 31,
2021
$ 9,281
9,444
9,560
9,727
9,846
79,554
$
127,412
December 31,
2020[ ]

9,169

9,281

9,444

9,560

9,727

89,401



136,582

Rental income from investment properties was $11,689 thousand and $11,328 thousand in 2021 and 2020, respectively.

(q) Employee benefits

  • (i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2021
$ 381,586
(276,249)
December 31,
2020
396,840
(288,733)
108,107

$
105,337

158

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group‘s employee benefit liabilities were as follows:

Long-term vacation liability
Cash-settled share-based payment liability
Total employee benefit liabilities
December 31,
2021
$ 14,633
-
December 31,
2020
13,699
-
13,699
$
14,633

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

  • 1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Group‘s Bank of Taiwan labor pension reserve account balance amounted to $276,249 thousand as of December 31, 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of difined benefit obligations for the Company were as follows:

Defined benefit obligation at January 1
Current service costs and interest cost (income)
Remeasurements loss(gain):
-Experience adjustment
-Financial assumptions
-Financial assumptions
Benefits paid
Defined benefit obligations at December 31
2021
$ 396,840
3,810
(1,241)
9,162
(3,389)
(23,596)
$
381,586
2020

415,756

5,622

10,612

74

7,555
(42,779)

396,840

159

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Group were as follows:

Fair value of plan assets at January 1
Interest cost (income)
Remeasurements of defined benefit liabilities
(assets):
-Return on plan assets excluding interest
income
Contribution paid by employer
Benefits paid
Fair value of plan assets at December 31
2021
$ (288,733)
(1,052)
(4,379)
(5,681)
23,596
2020

(313,091)

(1,872)

(11,010)

(5,539)
42,779
(288,733)

$
(276,249)
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group were as follows:

2021
Current service costs
$ 2,363
Net interest of net liabilities for defined benefit
obligations
395
$
2,758
2021
Operating cost
$ 2,179
Selling expenses
23
Administration expenses
553
Research and development expenses
3
$
2,758
2021
Current service costs
$ 2,363
Net interest of net liabilities for defined benefit
obligations
395
$
2,758
2021
Operating cost
$ 2,179
Selling expenses
23
Administration expenses
553
Research and development expenses
3
$
2,758
2020

3,125
625
3,750
2020

2,874

138

732
6
3,750
$
2,758

2021
$ 2,179
23
553
3
$
2,758
  • 5) Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income

The Group‘s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2021 and 2020, was as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2021
$ 126,105
(3,378)
2020

118,091
8,014
126,105

$
122,727

160

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
2021
0.500%
2.00%
2020

0.375%

2.00%

The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $5,671 thousand.

The weighted average lifetime of the defined benefits plans is 7.2 years.

7) Sensitivity analysis

When calculating and determining the present value of defined benefit obligations, the company must use judgments and estimates to determine relevant actuarial assumptions on the balance sheet date, including discount rates, employee turnover rates, and future salary changes. Any change in actuarial assumptions may materially affect the amounts of the company‘s defined benefit obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation in the years 2021 and 2020 shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
December 31, 2020
Discount rate
Future salary increasing rate
Impact on defined benefit
obligation
Increased
0.25%
Decreased
0.25%
(6,792)
6,994
6,769
(6,609)
(7,555)
7,788
7,527
(7,341)
Increased
0.25%
(6,792)
6,769
(7,555)
7,527

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.

161

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Defined contribution plans

The Company and consolidated entities set up Taiwan allocates 6% of each employee‘s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. The consolidated entities set up Mainland China contributes and deposits insurance money to its employee‘s endowment insurance account in accordance with the regulations of their respective countries. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $14,805 thousand and $11,313 thousand for the years ended December 31, 2021 and 2020, respectively.

(r) Income tax

The components of income tax in the years 2021 and 2020 were as follows:

(i) Income tax expense

The components of income tax in the years 2021 and 2020 were as follows:

Current tax expense
Current period
Adjustments for prior periods
Subtotal
Deferred tax expense
Origination and reversal of temporary differences
Subtotal
Tax expense
2021
$ 17,725
548
2020

12,648
(1)
12,647
14,969
14,969
27,616
18,273

14,567

14,567

$
32,840

Reconciliation of income tax and profit before tax for 2021 and 2020 is as follows:

2021
Profit excluding income tax
$ 352,208
Income tax using the Company‘s domestic tax rate
85,460
Tax-exempt income
(73,084)
Non-deductible expenses
(27)
Recognition of previously unrecognized tax losses
(5)
Current-year losses for which no deferred tax asset was
recognized
777
2020

401,713



176,407

(43,587)

2,606

(21,492)

249

162

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Changes in unrecognized temporary differences
Change in provision in prior periods
Additional tax on undistributed earning tax
Income tax expense
1,293
(87,619)
6,869
(1)
11,557
1,053
$
32,840
27,616

163

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized is respect of the following items:

Tax effect of deductible Temporary Differences
The carryforward of unused tax losses
Total
December 31,
2021
$ 407,210
51,709
December 31,
2020

405,917
51,128

$
458,919

457,045

The deductible temporary differences are mainly the share of overseas investment losses and deferred benefits recognized by the equity method.

The R.O.C. Income Tax Act and P.R.C. Enterprise Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years and five years for local tax reporting purposes, respectively. Deferred tax assets have not been recognized in respect of these items because it is less than more likely that future taxable profit will be available against which the Group can utilize the benefits therefrom.

As of December 31, 2021, the Company and domestic subsidiaries have not recognized deferred tax asset. The deduction deadline are as follows:

Consolidated entities Year of loss Unused tax
loss
Expiry date
Fine
Environment
Technologies Co., Ltd
FFine
Environment
Technologies Co., Ltd.
Fine
Environment
Technologies Co., Ltd.
Fine
Environment
Technologies Co., Ltd.
Fine
Environment
Technologies Co., Ltd.
Ocean Plastics Co., Ltd.
Ocean Plastics Co., Ltd.
Fine
Environment
Technologies Co., Ltd.
Fine
Environment
Technologies Co., Ltd.
Total

2012 (Assessment amount)

2015 (Assessment amount)

2016 (Assessment amount)

2017 (Assessment amount)

2018 (Assessment amount)
2018 (Assessment amount)
2019 (Assessment amount)

2019 (Reported amount)

2020 (Reported amount)
$ 56
760
351
468
856
66,897
128,746
41
16

2022

2025

2026

2027

2028

2028

2029

2029

2030
$
198,191

164

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2021, the deduction period of the subsidiaries in Mainland China unused tax losses for which no deferred tax assets were recognized are as follows:

Year of loss Unused tax loss Expiry date
2017
2018
2019
2020
2021
Total
$ 19,463
2022
14,823
2023
5,439
2024
4,581
2025
3,978
2026
$
48,284
  • 2) Recognized deferred tax assets and liabilities

Deferred tax assets:

Balance at January 1, 2021 Recognized in profit or loss Balance at December 31, 2021 Balance at January 1, 2020 Recognized in profit or loss Balance at December 31, 2020

Unrealized
loss on
valuation of
inventories
$ 10,511
247
**Other ** Total

12,617

(220)

2,106

(467)
$
10,758


1,639



12,397

$ 11,404
(893)



675

1,431



12,079

538

$
10,511



2,106


12,617

Deferred tax liabilities:

Balance at January 1, 2021 Recognized in profit or loss Cash compensation for land sale Balance at December 31, 2021 Balance at January 1, 2020 Recognized in profit or loss Balance at December 31, 2020

Reserve for
land
revaluation
**increment tax **
Difference
of property
plant and
equipment in
depreciation
life
Total

1,428,647

14,347
(3,342)
$ 1,350,538
-
(3,342)

78,109
14,347

-

$
1,347,196


92,456


1,439,652

$ 1,350,538
-



62,602
15,507



1,413,140

15,507
$
1,350,538


78,109



1,428,647

165

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The tax returns of the Company and domestic subsidiaries for the years ended 2019 were assessed by the Taipei National Tax Administration, and the tax returns of the subsidiaries in China for the years ended 2020 have already reported to the local tax authority.

166

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(s) Capital and other equity

As of December 31, 2021 and 2020, the number of authorized ordinary shares were 4,000,000 thousand shares with par value of $10 per share, and 227,228 thousand of ordinary shares were issued. All issued shares were paid up upon issuance.

(i) Capital surplus

The balances of capital surplus were as follows:

December 31,
2021
Share premium
$ 680
Treasury share transactions
7,112
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
6,543
Total
$
14,335
December 31,
2021
Share premium
$ 680
Treasury share transactions
7,112
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
6,543
Total
$
14,335
December 31,
2020

680

7,112
-

$
14,335
7,792

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(ii) Retained earnings

The Company‘s Articles of Incorporation stipulate that Company‘s net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, unless the amount of the legal reserve is already equal to or greater than the total paid-in capital. Additionally, the Company shall allocate special reserve taking into consideration the operating needs and statutory requirements. Any remaining profit, together with any prior-period undistributed retained earnings, shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders‘ meeting for approval.

In accordance with the Company‘s dividend policy, if there is profitability for the year, dividends can be distributed in three forms—cash dividend, common stock dividend, or capital surplus transferred to common stock. Distribution shall not be less than 20 percent of the income after deducting legal reserve and special reserve, and only when the Company has significant investment plan or intends to improve financial structure can common stock dividends or capital surplus transferred to common stock substitute for cash dividend. However, cash dividends shall account for at least 10 percent of dividend distribution.

167

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders‘ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company applied the exemptions at the first-time adoption of IFRSs, and increased its retained earnings by $2,992,372 thousand, which resulted from unrealized revaluation increments, exchange differences on translation of foreign financial statements, and the fair value of investment property being used as the cost on initial recognitions at the transition date.

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders‘ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders‘ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders‘ equity shall qualify for additional distributions. As of December 31, 2021 and 2020, the balance of special earnings reserve were $2,978,245 thousand.

3) Earnings distribution

Earnings distribution for 2020 was decided by the resolution adopted, at the general meeting of shareholders held on July 27 2021, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary shareholders:
Cash
2020
Amount
per share
Amount
$ 1
227,228

The appropriations of earnings for 2019 had been approved during the shareholders‘ meeting on June 22 2020, respectively. The operating result showed net loss after tax; consequently, no surplus distribution is planned.

(iii) Treasury shares

As of December 31, 2021. the company's treasury stock balance is $36,189 thousand.

Before the amendment to the R.O.C. Company Act on November 2001, the Company‘ s subsidiaries, Chang Xin Co., Ltd. and Hong Da Investment Co., Ltd., acquired $2,939 thousand and $3,604 thousand of the Company‘s shares, respectively.

168

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

(t) Earnings per share

  • (i) Basic earnings per share

The details on the calculation of basic earnings per share and diluted earnings per share of the Company as follows:

2021
Basic earnings per share
Profit of the Company for the year-continuing
operations
$ 319,368
Profit/(loss)
of
the
Company
for
the
year-discontinued operations
-
Profit attributable to ordinary shareholders of the
Company
$
319,368
Weighted
average
number
of
ordinary
shares
(thousand share)
220,686
Basic earnings per share (NT dollars)
From continuing operations
$ 1.45
From discontinued operations
-
$
1.45
Diluted earnings per share

Profit of the Company for the year-continuing
operations
$ 319,368
Profit/(loss)
of
the
Company
for
the
year-discontinued operations
-
Profit attributable to ordinary shareholders of the
Company
319,368
Weighted
average
number
of
ordinary
shares
(thousand share)
220,686
Effects of dilutive poterntial ordinary shares (in
thousands of shars)
Effect of emplyee share bonus
235
Weighted average number of ordinary shares (diluted)
(thousand share)
220,921
Diluted earnings per share (NT dollars)
From continuing operations
$ 1.45
From discontinued operations
-

$
1.45
2021
Basic earnings per share
Profit of the Company for the year-continuing
operations
$ 319,368
Profit/(loss)
of
the
Company
for
the
year-discontinued operations
-
Profit attributable to ordinary shareholders of the
Company
$
319,368
Weighted
average
number
of
ordinary
shares
(thousand share)
220,686
Basic earnings per share (NT dollars)
From continuing operations
$ 1.45
From discontinued operations
-
$
1.45
Diluted earnings per share

Profit of the Company for the year-continuing
operations
$ 319,368
Profit/(loss)
of
the
Company
for
the
year-discontinued operations
-
Profit attributable to ordinary shareholders of the
Company
319,368
Weighted
average
number
of
ordinary
shares
(thousand share)
220,686
Effects of dilutive poterntial ordinary shares (in
thousands of shars)
Effect of emplyee share bonus
235
Weighted average number of ordinary shares (diluted)
(thousand share)
220,921
Diluted earnings per share (NT dollars)
From continuing operations
$ 1.45
From discontinued operations
-

$
1.45
2020

374,097
341,055

715,152

220,686

$ 1.45
-


1.69
1.55
$
1.45
3.24


374,097
341,055

715,152


220,686
235
220,921

$ 1.45
-


1.69
1.55
$
1.45
3.24

169

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (u) Revenue from contracts with customers

  • (i) Details of revenue

Primary geographical markets:
Taiwan
India
United States
China
Other
Major products:
Plastic materials
Plastic products
Stocks and funds
Primary geographical markets:
Taiwan
India
United States
China
Other
Major products/services lines:
Plastic materials
Plastic products
Stocks and funds
2021 Total

2,630,712
1,962,638

950,792

239,605
706,586
6,490,333
3,596,453

2,883,705
10,175
6,490,333
Total

2,075,977
1,299,490

660,478

294,789
649,284
4,980,018
2,683,721

2,261,286
35,011
4,980,018
Taiwan
$ 2,610,363
1,962,638
313,942
52,650
684,488
China
20,349
-
636,850
186,955
22,098

$
5,624,081

866,252

$ 3,596,453
2,017,453
10,175

-
866,252
-

$
5,624,081
866,252

2020
Taiwan
$ 2,019,788
1,299,490
376,551
52,625
636,588
China
56,189
-
283,927
242,164
12,696

$
4,385,042

594,976

$ 2,683,721
1,666,310
35,011

-
594,976
-

$
4,385,042
594,976

(ii) Contract balances

December 31, December 31, 2021

170

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Notes and trade receivables
Less: allowance for impairment
Total
Contract liabilities
$ 759,849
(7,983)
2020

670,836
(7,540)

$
751,866

663,296

$
50,142

30,529

171

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For details on trade receivables and allowance for impairment, please refer to note 6(e).

Contract liabilities mainly arose from advance receipt of loans from customers and payments for real estate. The Group will record revenue when the product is delivered to the customer or when the property is completed and the ownership is transferred.

The amount of revenue recognized for the years ended December 31 2021 and 2020 that was included in the contract liability balance at the beginning of the period were 12,604 thousand and 15,559 thousand, respectively.

  • (v) Employee compensation and directors' and supervisors' remuneration

In accordance with the articles of incorporation the Company should contribute no less than 1% of the profit as employee compensation and more than 2% as directors' and supervisors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The persons who are entitled to receive cash or shares as stuff remuneration stipulated in the preceding paragrrraph include the employees of the Company's affiliated companies who meet certain conditions.

For the years ended December 31, 2021 and 2020, the Company estimated its employee remuneration amounting to 6,108 thousand and 9,545 thousand, and directors' and supervisors' remuneration amounting to 4,671 thousand and 7,299 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020.

The differences between the estimated amounts in the financial statements and the actual amounts approved by the Board of Directors in 2021, if any, shall be accounted for as changes in accounting estimates and recognized in 2022. The actual amounts appropriated and the estimated amounts in the financial statements were the same in 2020.

  • (w) Non-operating income and expenses

  • (i) Interest income

For the years ended December 31, 2021 and 2020, the details of other income were as follows:

Interest income from bank deposits

2021
$
4,344
2020
4,475

172

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Other income

For the years ended December 31, 2021 and 2020, the details of other income were as follows:

Rent income
Dividend income
Other income, Others
2021
$ 11,689
97,957
56,214
2020
11,328
29,459
19,167
59,954

$
165,860
  • (iii) Other gains and losses

For the years ended December 31, 2021 and 2020, the details of other gains and losses were as follows:

Loss on disposal of property, plant and equipment
Gains on disposals of investment property
Gains (losses) on disposal of investments
Foreign exchange gains (losses)
Gains on financial assets at fair value through profit or
loss
Miscellaneous disbursements
2021
$ -
18,689
1,385
9,637

121,883
(517)
2020
(3,351)
-
(11,965)
(18,537)
70,562
10,552
47,261

$
151,077
  • (iv) Financial costs

For the years ended December 31, 2021 and 2020, the details of finance costs were as follows:

Interest expense
Less:Interest capitalization
2021
$ 42,828
(27,428)
2020
47,479
(27,671)
19,808

$
15,400

(x) Financial instruments

  • (i) Credit risk

  • 1) Credit risk exposure

The carrying amount of financial assets except for cash and cash equivalents, represents the maximum amount exposed to credit risk. As of December 31, 2021 and 2020, the maximum amount exposed to credit risk were 1,197,390 thousand and 944,138 thousand, respectively.

173

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The sales target of the Group is not significantly concentrated in a few customers,as of December 31, 2021 and 2020, the balance of accounts receivable resulted from the top ten customers were 35% and 38%.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

Carrying
amount
December 31, 2021
Non-derivative financial liabilities
Secured bank loans
$ 3,199,965
Unsecured bank loans
150,000
Notes payables
208,350
Trade payables
755,622
Other payables (including related
parties)
162,233
Lease liabilities
172,480
$ 4,648,650
December 31, 2020
Non-derivative financial liabilities
Secured bank loans
$ 3,036,098
Unsecured bank loans
200,000
Notes payables
39,240
Trade payables
450,891
Other payables (including related
parties)
129,909
Lease liabilities
30,723
$ 3,886,861
Carrying
amount
Contractual
cash flows
Within 6
months
6-12
months
1-2years 2-5years Over
5years

271,049
-
-
-
-

23,502

3,372,360

150,284

208,350

755,622

162,233

179,677

47,231

150,284

208,350

755,622

162,233

16,707

47,565

-

-

-

-

16,128

94,796
-
-
-
-

40,984

2,911,719
-
-
-
-

82,356

$ 4,648,650



4,828,526



1,340,427



63,693



135,780



2,994,075



294,551



3,245,255

200,266

39,240

450,891

129,909

31,295



46,398

200,266

39,240

450,891

129,909

11,525



46,718

-

-

-

-

4,391



281,776
-
-
-
-

7,979



2,535,562
-
-
-
-

7,400



334,801
-
-
-
-

-

$ 3,886,861



4,096,856



878,229



51,109



289,755



2,542,962


334,801

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

1) Exposure to foeign currency risk

The Group‘s significant exposure to foreign currency risk were as follows:

Financial assets: December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020 December 31, 2020
Local
currency
Exchange
rate
TWD Local
currency
Exchange
rate
TWD

174

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Monetary items
USD $ 25,134 27.69 695,835 20,864 28.10 586,278
HKD 430 3.55 1,526 845 3.63 3,063

175

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial liabilities
Monetary items
USD
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2020
Local
currency
Exchange
rate
TWD

14,726
28.10
413,797
December 31, 2020
Local
currency
Exchange
rate
TWD

14,726
28.10
413,797
Local
currency
Exchange
rate
**TWD ** Local
currency
Exchange
rate
20,913
27.69

578,989

14,726

28.10

  • 2) Sensitivity analysis

The Group‘s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade receivables, loans and borrowings; and trade and other payables that are denominated in foreign currency.

A strengthening (weakening) of 1% of the NTD against the JPY, USD, and HKD as of December 31, 2021 and 2020, would have increased (decreased) the net profit after tax by $947 thousand and $1,404 thousand, respectively. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases.The analysis is performed on the same basis for 2021 and 2020 .

  • 3) Foreign exchange gain and loss on monetary items

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For years 2021 and 2020, foreign exchange gain (loss) (including realized and unrealized portions) amounted to 9,637 thousand and (18,537) thousand, respectively.

  • (iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group‘s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.

If the interest rate had increased / decreased by 0.25%, the Group‘s net income would have increased / decreased by $6,400 thousand and $6,672 thousand for the year ended December 31, 2021 and 2020 with all other variable factors remaining constant, respectively.

176

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Other market price risk

For the years ended December 31, 2021 and 2020, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Price of securities
at the reporting date
Increasing 1%
Decreasing 1%
2021 2021 2020
Other
comprehensive
income after tax
Net income
12,520
2,810
2020
Other
comprehensive
income after tax
Net income
12,520
2,810
Other
comprehensive
income after tax
$
11,698
Net income Other
comprehensive
income after tax
12,520
4,455

$
(11,698)

(4,455)

(12,520)

(2,810)
  • (vi) Fair value of financial instruments

  • 1) Fair value hierarchy

The carrying amount and fair value of the Group‘s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Book Value
Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss-current
$ 436,198
Designated at fair value through
profit or loss-non current
9,326
Subtotal
445,524
Financial assets at fair value
through other comprehensive
income
Stock in domestic unlisted
company
1,169,824
Total
$
1,615,348
December 31, 2021 December 31, 2021 December 31, 2021 Total
436,198
9,326
445,524
1,169,824
1,615,348
Fainr Value
Level 1

436,198
9,326
Level 2
-
-
Level 3
-
-

445,524

445,524
- -

-
- 1,169,824

$
1,615,348
445,524 -
1,169,824

177

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Book Value
Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss-current
$ 264,727
Designated at fair value through
profit or loss-non current
16,237
Subtotal
280,964
Financial assets at fair value
through other comprehensive
income
Stock
in
domestic
unlisted
company
1,251,957
Total
$
1,532,921
December 31, 2020 December 31, 2020 December 31, 2020 Total
264,727
16,237
280,964
1,251,957
1,532,921
Fainr Value
Level 1

264,727
16,237
Level 2

-
-
Level 3
-
-

280,964

280,964
- -

-
- 1,251,957

$
1,532,921
280,964 -
1,251,957
  • 2) Valuation techniques for financial instruments measured at fair value

If quoted prices of financial instruments are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and the prices represent actual and regularly occurring market transactions on an arm‘s length basis, then the financial instrument is regarded as quoted in an active market.

If the condition above is not met, the market is inactive. If the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide.

If the financial instruments held by the Group are in active market, its fair value hierarchy and nature are as follows:

The stock of listed companies and domestic open end funds are financial instruments in active market, and the fair value thereof is decided by the market.

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.

If the financial instruments held by the Group are in no active market, its fair value category and nature are as follows:

Unquoted equity instruments: except acquiring the latest transaction price as fair value, others adopt market approach of comparable business. This method mainly assumes price-book of investees, enterprise value, income after tax, and the stock price of comparable listed company to calculate price-book ratio, enterprise value ratio, and earnings per share as a measure basis. This estimated fair value is already adjusted for the lack of liquidity.

178

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) Reconciliation of Level 3 fair values
Opening balance, January 1, 2021
Total gains and losses recognized:
In other comprehensive income
Ending Balance, December 31, 2021
Opening balance, January 1, 2020
Total gains and losses recognized
In profit or loss
In other comprehensive income
Purchased
Derecognized
Ending Balance, December 31, 2020
Fair value
through other
comprehensive
income
Unquoted
equity
instruments
1,251,957
(82,133)
Total
1,251,957
(82,133)
1,169,824
690,314
(716)
564,796
3,954
(6,391)
1,251,957
$
-

1,169,824
$ -
(716)
-
3,954
(3,238)

690,314

-
564,796

-
(3,153)

$
-

1,251,957

For the years ended December 31, 2021 and 2020, total gains and losses that were included in ―other gains and losses‖ and ―unrealized gains and losses from financial assets at fair value through other comprehensive income‖ were as follows:

Total gains and losses recognized
In profit or loss, and presented in ―other gains and losses‖
In other comprehensive income, and presented in ―unrealized
gains and losses from financial assets at fair value through
other comprehensive income‖
2021
$ -
(82,133)
2020
(716)

564,796
  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Most of the fair value of the Group classified as level 3 is an equity instrument in no active market which has multiple significant unobservable inputs. Because the inputs are mutual independent, there is no relevance.

179

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Item
Financial assets at fair value
through other comprehensive
income equity investments
without an active market
Valuation
technique
Comparable
company analysis
Significant
unobservable inputs
‧ P/E ratio (7.94~15.91 and
10.21~15.22 on December
31,
2021
and
2020,
respectively)

Lack-of-Marketability
Discount (17.69%~25.04%
and
17.71%~27.56%
on
December 31, 2021 and
2020, respectively)
‧ P/B ratio (1.42~2.78 and
1.36~2.35 on December 31,
2021
and
2020,
respectively)
Inter-relationship
between significant
unobservable inputs and
fairvalue measuremnt
The estimated fair value
would increase (decrease)
if:
‧ The P/E ratio and control
premium were higher
(lower);

Lack-of-Marketability
Discount were lower
(higher);
‧ The P/B ratio and control
premium were higher
(lower).
  • 5) Fair value measurements in Level 3-sensitivity analysis of reasonably possible alternative assumptions

The method to derive at the fair value of financial instruments is reasonable but could yield different outcomes when using different multipliers. For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possibilities of alternative assumptions would have the following effects:

December 31, 2021
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market


December 31, 2020
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market

Inputs Variation
1%
1%
1%
1%
1%
1%
Pofit or loss Other comprehensive
income
Other comprehensive
income
Favourable Unfarourable Favourable Unfarourable
P/E ratio
Discount rate
P/B ratio
P/E ratio
Discount rate
P/B ratio
-
-
-
-
-
-
-
-
-
-
-
-
14,120
3,909
9,040
16,287
4,079
7,870

(14,120)

(3,909)

(9,040)

(16,287)

(4,079)

(7,870)

180

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

181

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(y) Financial risk management

  • (i) Overview

The Group have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

This note expresses the risk exposure information of the above-mentioned risk of the Group, and the Group‘s objectives, policies and processes for measuring and managing the risks. For more disclosures about the quantitative effects, please refer to the respective notes in the consolidated financial statements.

  • (ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

The Group‘s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group‘s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group‘s receivables from customers and investments in debt securities.

  • 1) Trade and other receivable

The Group‘s credit risk exposure is mainly affected by the individual conditions of each customer. However, the management also considers the statistical data of the Group‘s customer base, including the default risk of the customer's industry and country, as these factors may affect credit risk.

The accounting Department has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group‘s standard payment and delivery terms and conditions are offered. The Group‘s review includes external ratings, when available, and, in some cases, bank references. Purchase limits are established for each customer and represent the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. Customers that fail to meet the Group‘s benchmark creditworthiness may transact with the Group on a prepayment basis or providing collateral.

182

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The company has set up allowances for bad debt accounts to reflect estimates of losses incurred in accounts receivable and other receivables and investments. The main components of the allowance account include specific loss components related to individual major risk insurance and combined loss components established for similar asset groups that have occurred but have not been identified. The combined loss allowance account is determined based on historical payment statistics of similar financial assets.

  • 2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Group‘s finance department. The Group only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Group does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.

  • 3) Endorsements and guarantees

The Group‘s policy is to provide financial guarantees only to wholly owned subsidiaries. As of December 31, 2021 and 2020, endorsement guarantee provided by the Group were both 668,553 thousand, respectively.

  • (iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group‘s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group‘s reputation.

Generally, the Group ensures that it has sufficient cash to support expected operating expenditure in a short term, including financial liabilities, but excludes potential impact which can not be predicted reasonably such as nature disasters. Moreover, as of December 31, 2021 and 2020, the Group‘s unused credit line respectively were 3,208,745 thousand and 2,754,277 thousand.

  • (v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group‘s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Group is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Group‘s entities. The functional currency of group is mainly NTD, and the currencies used in these transactions are the NTD, HKD, JPY and USD.

183

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Interest rate risk

The Group‘s interest risk arose from short term and long term borrowings. Since the short term borrowings are at floating rate, the fluctuation in interest rates will lead to movements in future cash flows.

3) Other market price risk

The Group is exposed to equity price risk due to the investments in stocks listed on domestic markets, and fund investment on domestic and foreign markets. The equity investment is a strategic investment and is not held for trading. The Group does not actively trade in these investments as the management of the Group manages the risk by holding different investment portfolios. The Group assigned a specific team to supervise the equity price risk, so as to avoid or minimize the risk from the hedging position.

(z) Capital management

The policy of the board of directors is to maintain a sound capital base to maintain the confidence of investors, creditors and the market, and to support the development of future operations. Capital includes the share capital, capital reserve, retained earnings and non-controlling interests of the combined company. The board of directors controls the return on capital and at the same time controls the level of ordinary stock dividends.

As of December 31, 2021 and 2020, the Group‘s debt-to-equity ratio at the end of the reporting period, were as follows:

period, were as follows:
Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio at 31 December
December 31,
2021
$ 6,353,586
(414,256)
December 31,
2020
5,571,045
(413,217)

$
5,939,330

5,157,828

$
6,626,597

6,604,117

89.63%

78.10%

Management believes that there were no changes in the Group‘s approach to capital management for the years ended December 31, 2021 and 2020. As of December 31, 2021, the increase in the debt ratio was mainly attributable to the increase in net liabilities due to new long-term borrowings for the year.

  • (aa) Investing and financing activities not affecting current cash flow

The Group‘s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2021 and 2020, were as follows:

  • (i) For right-of-use asset under lease, please refer to notes 6(j).

184

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) Reconciliation of liabilities arising from financing activities were as follows:
Long-term borrowings
Short-term borrowings
Lease liabilities
Total
liabilities
from
financing activites
Long-term borrowings
Short-term borrowings
Lease liabilities
Total
liabilities
from
financing activites
January
1, 2021
Cash flows
$ 3,036,098
76,558
200,000
(50,000)
30,723
(30,537)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
December
31, 2021
-
-
-
3,112,656
-
-
-
150,000
172,386
(92)
-
172,480
172,386
(92)
-
3,435,136
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
December
31, 2020
-
-
-
3,036,098
-
-
-
200,000
-
(44)
-
30,723


$
3,266,821
(3,979)


January
1, 2020
Cash flows
$ 3,601,379
(565,281)
250,000
(50,000)
58,468
(27,701)


$
3,909,847
(642,982)


-
(44)
-
3,266,821


(7) Related-party transactions:

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements:

Name of related party Relationship with the Group

Chun Pin Enterprise Co., Ltd. An associate Chin Yi Ho Hang, Ltd. Same chairman with the Group

Yee Fong Chemical and Industrial Co., Ltd.

Ocean Plastics Urban Land Redeveloping Council

The director of this company is the president of the Group

The member of the council is the chairman of the Company

  • (b) Significant transactions wiht related parties

  • (i) Other transactions with related parties

Account Relationship 2021 2020

28,521
Cost of goods sold Associate 23,939

185

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group commissioned its associate to operate oil storage tanks. The outstanding balances of management expenses on December 31, 2021 and 2020 were $3,083 thousand and $3,204 thousand, which are presented as ―other payables to related parties‖.

186

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Leases

In January 2019, the Group leased an high-pressure spherical tank from its associate. A six year lease contract was entered into, and the rent was determined based on the rental rates in the vicinity. The total value of the contract was $52,800 thousand, the Group entered into a lease agreement with the associate to continue leasing spherical tanks that amounted to $148,102 thousand. For 2021 and 2020, the interest expenses were $686 thousand and $156 thousand. As of December 31, 2021 and 2020, the lease liabilities had amounted to $85,179 thousand and $4,388 thousand.

In May 2017, the Group leased from other related parties an office building as its headquarter on Juguang Road, Taipei City, and the land in Zhongli Dist., Taoyuan City. A five year lease contract was signed, and the rent was determined based on land rental rates in the vicinity. The total value of the contract was $37,000 thousand. For 2021 and 2020, interest expenses were 271 thousand and 367 thousand. As of December 31, 2021 and 2020, lease liabilities had amounted 14,552 and 21,681 thousand.

(iii) Providing administrative services to related party

The Group had signed a contract concerning an urban land redeveloping project with the landlords, which was implemented by Chang Xin Co., Ltd. in November 2014. The Group provided administrative services to a related party for land development procedures and received an income of $24,095 (recognized as Other income) for the years ended December 31, 2021. As of December 31, 2021, there is no outstanding balance.

  • (iv) Transaction of properties

1) Disposal of investment properties

In October 2021, the Group sold the land at Jiankang Segment, Zhonghe District, New Taipei City, to the Ocean Plastics Urban Lan Redeveloping Council and received cash compensation. The total land area is 874.92, with a total price of $49,489 thousand. As of December 31, 2021, the transfer procedures had been completed, and there is no outstanding balance. Please refer to note 6 (j) for the investment property details.

  • (c) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Total
2021 2020

6,602
5
1
$ 5,847
-
-
$
5,847

6,608

187

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2021
$ 2,295,851
3,637,062
32,674
December 31,
2020

2,316,615

3,663,301
14,831
Property, plant and equipment
Investment property
Other financial assets
Long-term and short-term loans
Long-term and short-term loans
Trust account

$
5,965,587

5,994,747

(9) Commitments and contingencies:

  • (a) Significant Commitments and Contingencies were as follows:

  • (i) The Group‘s unrecognized contractual commitments are as follows:

December 31,
2021
Acquisition of property, plant and equipment
$
66,266
The Group‘s outstanding standby letter of credit are as follows:
December 31,
2021
Outstanding standby letter of credit
$
1,844
December 31,
2020
48,847

December 31,
2020
15,157
  • (ii) The Group‘s outstanding standby letter of credit are as follows:

  • (iii) The joint construction contract signed by the company for the sale of the built real estate is as follows:

Joint construction method
Joint construction and allocation of
housing units
Project name
Xinglong Section, Wenshan District;
Jiankang Section, Zhonghe District
  • (iv) The amounts of endorsement and guarantee provided by the Group for the borrowings and business of subsidiaries were as follows:
December 31,
2021
$
1,240,150
December 31,
2020
668,553
  • (b) Major contingent liabilities: none.

(10) Losses Due to Major Disasters:None

  • (11) Subsequent Events:None

188

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(12) Other:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
follows:
By funtion
**By item **
2021 2020

Cost of
Sale
Operating
Expense
Total Cost of
Sale
Operating
Expense
Total
Employee benefits
Salary 299,081
89,671

388,752

304,270

91,892

396,162
Labor and health insurance
29,507

8,436

37,943

26,043

7,328

33,371
Pension 13,131
4,432

17,563

11,651

4,125

15,776
Director‘s remuneration - 10,153
10,153

-
13,623
13,623
Others 19,988
5,924

25,912

16,831

5,825

22,656
Depreciation 187,122
19,446

206,568

190,107

17,381

207,488
Amortization - - - - - -
  • (b) Discontinued operation

The Group‘s Board of Directors resolved on November 7, 2019 to sell the equity in Hunan Kunyuan Plastic Chemical Co., Ltd. The statutory procedures for equity transfer was completed on March 16, 2020, and the proceeds from disposal was US$11,500 thousand (approximately NT$347,300 thousand).

Profit and loss, and cash flows from discontinued operations were summarized as follows:

Results from operating activities:
Operating revenues
Operating costs
Gross profit from operations
Operating expenses
Non-operating income and expenses
Profit before income tax
Income tax expenses
Net loss after tax of discontinued operation
Gain on sale of asset or disposal groups of discontinued operation
Income tax of discontinued operation
Net income (loss) of discontinued operation
Basic earnings per share (NT dollars)
2020
$ -
-
-
-
-
-
-
-
341,055
-
$
341,055
$
1.55

189

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Diluted earnings per share (NT dollars)
Cash inflow (outflow) from discontinued operation:
Net cash from operating activities
Net cash from investing activities
Net cash from financing activities
Effect in exchange rates
Net cash inflow
$
1.55
$ -
347,300
-
(4,488)
$
342,812

190

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the ―Regulations Governing the Preparation of Financial Reports by Securities Issuers‖ for the Group:

  • (i) Loans to other parties:

(In Thousands of New Taiwan Dollars)

Number Name of
lender
Name of
borrower
Account
name
Related
party
Highest balance
of financing to
other parties during
the period
(note 4)

Ending
balance
(note 4)
Actual
usage
amount
during the
period
Range of
interest rates
during the
period

Purposes of
fund
financing for
the borrower
(Note 2)


Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad debt
Collateral Collateral Individual
funding loan
limits

Maximum
limit of fund
financing
(Note 3

Item
Value
0 The
Company
Ocean
Plastics
(Dong Guan)
Co., Ltd.
Other
receivables
and
long-term
receivables



Yes
99,539
91,378

91,378

-
1 20,649 Operation
Capital
- - 1,325,319 2,650,639

Note 1: The numbering is as follows:

  • 1.―0‖ represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1 by company.

Note 2: The method of filling out the capital loan and nature is as follows:

  - 1.represents a trading counterparty.

  - 2.indicates the necessity of short-term financing.
  • Note 3: The total loans to others shall not exceed 40% of the net value of the Company, and the loans to an individual party shall not exceed 20% of the net value of the Company. The net value is based on the amount disclosed the latest financial statements.

  • Note 4: The cumulative maximum balance of loans to others from the current year to the reporting month includes the amount transferred from overdue receivables. Note 5: The highest amounts were approved by the board of directors.

  • Note 6: The above transactions was written off when preparing the consolidated financial report.

  • (ii) Guarantees and endorsements for other parties:

(In Thousands of New Taiwan Dollars)

No.
(Note 1)
Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees and
endorsements for
a specific
enterprise
(Note 3)
Highest

balance for
guarantees and
endorsements
during
the period
(ote 4)
Balance of
guarantees and
endorsements as
of reporting date
Actual usage
amount during
the period


Property
pledged for
guarantees and
endorsements
(Amount)
atio of accumulated
amounts of
guarantees and
endorsements to net
worth of the latest
financial statements


Maximum
amount for
guarantees and
endorsements
(Note 3)
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary

endorsements/
guarantees
to third parties
on behalf of
parent company
Endorsements/

guarantees to
third parties
on behalf of
companies in
Mainland China
Name Relationship
with the
Company
(Note 2)
0 The Company UNIVERSE
ENTERPRIS
ES, LTD.

2
3,313,299
20,000

20,000

-
- 0.30%
5,301,278
Y N N
0 The Company Chang Xin
Co., Ltd.

2
3,313,299
1,220,150

1,220,150
(Note 5)

295,567

-
18.41%
5,301,278
Y N N
1 Fine
Environment
Technologies
Co., Ltd.



Chang Xin
Co., Ltd.

4
81,115
5,134

-
(Note 5)
- 5,134
-
%

202,787
N N N
2 Hong Da
Investment
Co., Ltd.


Chang Xin
Co., Ltd.

2
7,228
2,999

-
(Note 5)
- 2,999
-
%

11,565
N N N

Note 1: The numbering is as follows:

  • 1.―0‖ represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1 by company.

  • Note 2: There are following 7 types of relationship between the guarantee and the guarantor are as follows:

  • 1.Trading counterparty.

  • 2.The Company holds more than 50% of the voting shares in the entity, directly and indirectly.

  • 3.The entity holds more than 50% of voting shares in the Company, directly and indirectly.

  • 4.The Company holds more than 90% of voting shares in the entity, directly and indirectly

  • 5.An entity in the construction industry mutually guaranteed pursuant to a project contract.

  • 6.The stockholders of the Company provide guarantees or endorsements for the entity in proportion to percentage of ownership for joint investment.

  • 7.Performance guarantees for presale contracts for entities in the same industry pursuant to the Consumer Protection Act.

191

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Note 3: The endorsement and guarantee, provided by the Company and Fine environment Technology Co., Ltd. for a single entity, shall not exceed 50% of the guarantor‘s net worth, and the total shall not exceed 80% of the net worth of the guarantor. The endorsement and guarantee, provided by ChangxinXinye Co., Ltd. for a single party, shall not exceed 80% of the guarantor‘s net worth, and the total shall not exceed 100% of the guarantor‘s net worth. The endorsement and guarantee, provided by Hongda Investment Co., Ltd. for a single entity, shall not exceed 20% of the guarantor‘s net worth, and the total amount shall not exceed 50% of the guarantor‘s net worth.

Note 4: The highest balance of the endorsement guarantee for others in the current year.

Note 5: The company and its 100% direct or indirect subsidiaries pledged their jointly held land as collateral.

(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars)

Name of holder Category and
name of
security
Relationship
with company
Account
title
Endingbalance Endingbalance Endingbalance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
The Company
Taiwan
VCM
Corporation

-
Equity instruments
at
fair
value
through
other
comprehensive
income



37,062

1,016,326

12.46%

1,016,326

12.46%

E'dale Technology
Co., Ltd.

-
630
37,269

3.38%

37,269

3.38%

PAN
OCEAN
INC.

-
152
6,890

15.07%

6,890

15.07%

Ultra-Pak
Industries Co., Ltd
- 2,567
31,421

7.00%

31,421

7.00%

Microcell
Composite
Company
- 237
-
4.32%
-
4.32%

Fuzetec
Technology
Co.,
Ltd.

-
Financial
assets
designated at fair
value
through
profit
or
loss-current (stock)





2,945

206,422

7.87%

206,422

7.87%
Chang
Xin
Co.,
Ltd.
Ultra-Pak
Industries Co., Ltd
-
Equity instruments
at
fair
value
through
other
comprehensive
income



1,487

18,203

4.06%

18,203

4.06%

Cosmactive
Broadband
Networks Co., Ltd.

-
1
-
0.12%
-
0.12%
Hong
Da
Investment
Co.,
Ltd.
Acer Incorporated
-
Financial
assets
designated at fair
value
through
profit or loss-non
current (stock)




119

3,615

- %

3,615

- %

United
Microelectronics
Corporation
- 29
1,881

- %

1,881

- %

Capital SZSE SME
Price
Index
Exchange
Traded
Fund -TWD



-
200
3,830

- %

3,830

- %

Ultra-Pak
Industries Co., Ltd
-
Equity instruments
at
fair
value
through
other
comprehensive
income



1,265

15,479

3.45%

15,479

3.45%

E'dale Technology
Co., Ltd.

-
580
34,317

3.11%

34,317

3.11%

Fuzetec
Technology
Co.,
Ltd.

-
Financial
assets
designated at fair
value
through
profit
or
loss-current (stock)





2,926

205,106

7.82%

205,106

7.82%
Fine Environment
Technologies Co.,
Ltd.
Minima
Technology
Co.,
Ltd.

-
Equity instruments
at
fair
value
through
other
comprehensive
income



413

9,919

1.06%

9,919

1.06%

Microcell
Composite
Company
- 237
-
4.32%
-
4.32%

192

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of holder Category and
name of
security
Relationship
with company
Account
title
Endingbalance Endingbalance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
FERMAT
ENTERPRISES,
LTD.
AB FCP I-Global
High
Yield
Portfolio Class AT
USD



-
Financial assets at
fair value through
profit
or
loss-current (funds)




111

11,269

- %

11,269

- %
AB FCP I-Global
High
Yield
Portfolio Class EA
USD



-
24
8,166

- %

8,166

- %
OPC
HOLDING
LTD.
AB FCP I-Global
High
Yield
Portfolio Class EA
USD



-
Financial assets at
fair value through
profit
or
loss-current (funds)




8

2,596

- %

2,596

- %
- 8
2,639

- %

2,639

- %
  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (ix) Trading in derivative instruments: None.

  • (x) Business relationships and significant intercompany transactions:

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No.
(Note 1)
Name of company Name of counter-party Nature of
relationship
(Note 2)
Intercompanytransactions
Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
0
The Company
Fine
Environment
Technologies Co., Ltd.

1
Trade receivables
410
Comparable to general
company

-%
0
The Company
Fine
Environment
Technologies Co., Ltd.

1
Notes receivables
273
Comparable to general
company

-%
0
The Company
Fine
Environment
Technologies Co., Ltd.

1
Operating
revenue
3,559 Comparable to general
company

0.06%
0
The Company
Ocean
Plastics
(Dong
Guan) Co., Ltd.

1
Trade receivables
12,487
Comparable to general
company

0.11%
0
The Company
Ocean
Plastics
(Dong
Guan) Co., Ltd.

1
Other receivables
7,996

Not comparable to
general companies

0.03%
0
The Company
Ocean
Plastics
(Dong
Guan) Co., Ltd.

1
Long-term
receivables
83,382
Not comparable to
general companies

0.67%
0
The Company
Ocean
Plastics
(Dong
Guan) Co., Ltd.

1
Operating revenue
20,649
Comparable to general
company

0.31%
0
The Company
Ocean Plastics (Hui Zhou)
Co.,Ltd.
1 Trade receivables
22,006
Comparable to general
company

0.03%
0
The Company
Ocean Plastics (Hui Zhou)
Co.,Ltd.
1 Operating revenue
96,441
Comparable to general
company

0.99%
1
Universe
Enterprise, Ltd.
Ocean Plastics (Hui Zhou)
Co.,Ltd.
3 Trade receivables
765
Comparable to general
company

0.23%
1
Universe
Enterprise, Ltd.
Ocean Plastics (Hui Zhou)
Co.,Ltd.
3 Operating revenue
91,929
Comparable to general
company

1.84%

Note 1: The numbering is as follows:

1.―0‖ represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1.

Note 2: The types of related-party transactions is as follows:

  • 1.Represents the transactions from parent company to subsidiary.

  • 2.Represents the transactions from subsidiaries to parent company.

  • 3.Represents the transactions from between subsidiaries.

  • Note 3: Business relationships and significant intercompany transactions only disclosed the information of the Company's cost and accounts payable. Revenues and account receivable of counterparty would not be disclosed again.

Note 4: Transaction within the Group were eliminated in the consolidated financial statements.

193

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (b) Information on investees:

The following is the information on investees for the years ended December 31, 2021 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars)

Name of investor Name of investee
Location
Main
businesses and
products
Original investment amount Original investment amount Balance as of December 31,2021 Balance as of December 31,2021 Balance as of December 31,2021 Highest
Percentage of
wnership
Net income
(losses)
of investee
Share of
profits/losses of
investee
(Note 1)
Note
December 31, 2021 December 31, 2020 Shares
(thousands)
Percentage of
wnership
Carrying
value
The Company Chun
Pin
Enterprise
Co.,
Ltd.


Taiwan
Warehousing industry
290,000

290,000

29,000

44.62%

417,247

44.62%

176,458

78,728
associate
The Company Fine
Environment
Technologies
Co., Ltd.
Taiwan Wholesale of plastics
product

44,792

44,792

1,003

60.76%

8,784

60.76%

194

117
Subsidiary
The Company Chang Xin Co.,
Ltd.

Taiwan
General investing 2,900,860
2,900,860

290,086

100.00%

1,459,536

100.00%

5,280

(1,263)
Subsidiary
The Company Hong
Da
Investment Co.,
Ltd.


Taiwan
General investing 190,000
190,000

19,000

100.00%

281,161

100.00%

81,241

81,241
Subsidiary
The Company FERMAT
ENTERPRISES,
LTD.
British
Virgin
Islands

Investment holding
13,887
13,887

450

100.00%

21,943

100.00%

224

224
Subsidiary
The Company UNIVERSE
ENTERPRISES
LTD.
British Virgin
Islands

Investment holding
93,032
93,032

3,000

100.00%

63,612

100.00%

3,870

3,870
Subsidiary
The Company OCEAN
GROUP LTD.
Samoa Investment holding 1,069,438
1,069,438

32,900

100.00%

458,536

100.00%

(11,145)

(11,145)
Subsidiary
Hong
Da
Investment Co.,
Ltd.


Fine
Environment
Technologies
Co., Ltd.
Taiwan Wholesale of plastics
product

6,294

6,294

647

39.24%

6,413

39.24%

194

76
Subsidiary
Chang Xin Co.,
Ltd.

Shen
Yang
Development
Co., Ltd.

Taiwan
Real
estate
development

535

535

1,000

100.00%

535

100.00%

-
- Subsidiary
OCEAN
GROUP LTD.
OPC
HOLDINGS,
LTD.
British
Virgin
Islands

Investment holding
27,850
27,850

450

100.00%

45,558

100.00%

(516)

(516)
Subsidiary
OCEAN
GROUP LTD.
SAGE
HOLDINGS
LTD.
Samoa Investment holding 800,217
800,217

25,000

100.00%

472,015

100.00%

(7,542)

(7,542)
Subsidiary
OCEAN
GROUP LTD.
RISE FUTURE
INTERNATION
AL LTD.

Seychelles
Investment holding 241,371
241,371

7,450

100.00%

(59,089)

100.00%

(3,086)

(3,086)
Subsidiary

Note 1: Transaction within the Group were eliminated in the consolidated financial statements except for Chunpin Industrial Co., Ltd..

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars/In Thousands of USD Dollars)

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
(Note 3)
Method
of
investment
(Note 1)
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
(Note 3)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2021
(Note 3)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Highest
percentage
of
ownership
Investment
income
(losses)
(Note 2)
Book
value
Accumu-lated
remittance of
earnings in
current period
Outflow Inflow
Ocean Plastics
(Hui Zhou)
Co.,Ltd
Production
and
sale
of
business general soft tape,
foamed latex leather and
rubber leather



812,643
(USD25,000)
(3) 812,643
(USD25,000)

-
- 812,643
(USD25,000))

(7,542)
100.00% 100.00% (7,542)
472,015

-
Ocean Plastics (Dong
Guan) Co., Ltd.
Production and sales of PU
synthetic
leather,
foamed
latex leather and rubber
leather



242,168
(USD7,450)
(3) 242,168
(USD7,450)

-
- 242,168
(USD7,450)

(3,086)
100.00% 100.00% (3,086)
(59,089)

-

194

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Limitation on investment in Mainland China:

Accumulated Investment in Mainland China
as of December 31, 2021
(Note 3)
Investment Amounts Authorized by
Investment Commission, MOEA
(Note 3)
Upper Limit on Investment
(Note 4)
1,069,438
(USD32,900 thousand)
1,069,438
(USD32,900 thousand)
3,975,958

Note 1: Indirect investment in Mainland China through entities registered in a third region.

Note 2: The investment income (loss) was based on the financial statements audited by the investee‘s external accountant.

Note 3: The amount of accumulated outflow of investment from Taiwan was translated into New Taiwan dollars at the reporting date.

Note 4: The upper limit on investment, calculated based on the amendments to the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China, is 60% of the net equity or consolidated net equity.

Note 5: All intragroup transactions have been written off in the consolidated financial statements.

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in ―Information on significant transactions‖.

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Yee Fong Chemical And Industrial Co.,Ltd. 12,425,769
5.46%

195

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(14) Segment information:

  • (a) General information

The Group‘s reportable segments are located in Taiwan and China. They mainly engaged in manufacturing, selling, developing plastic clothes, plastic pipes, plastic leather, plastic powder, and plastic pellet. The real estate development segment engages in developing the Group‘s real estate business. Due to different technology and marketing strategies, the Group manages separately strategic operating units. The major operating decision maker shall review the internal management report of each strategic operating unit at least quarterly. There are other operating departments which have not reached quantifiable threshold and mainly engage in selling plastic products.

  • (b) The information should report that the department‘s profit and loss, assets, liabilities and their measurement and reconciliations

The Group takes department pretax income (excluding unusual income and exchange income) in the management report, which is reviewed by main operating decision-maker, as a basis of management resource distribution and performance evaluation. Since income tax, unusual income, and exchange income are managed by the Group, the Group does not allocate the tax expense (income), unusual income, and exchange income into reportable segments. Moreover, not all incomes in the reportable segments include significant non-cash item except depreciation and amortization. Reporting amounts should consist with the report used by operating decision-maker.

The operating segment accounting policies are similar to those described in note 4 ―significant accounting policies‖ except for the recognition and measurement of pension cost, which is on a cash basis.

The Group treated intersegment sales and transfers as other transactions. They are measured at market price.

The Group‘s operating segment information and reconciliation are as follows:

Revenue:
Revenue from external customers
Inter-segment revenue
Interest income
Total revenues
Interest expense
Depreciations and amortization
Share of profit (loss) of associates and
joint ventures accounted for using
equity method
Reportable segment porofit or loss
2021 Total
6,490,333
-
4,344
Taiwan
Business
Division
$ 5,624,081
120,649
175
China
Business
Departmen
866,252
-
2,650
Real Estate
Development
Department
-
-
-
Discontinue
d operations
-
-
-
Other
-
91,929
1,519
Reconciliati
on and
elimination
-
(212,578)
-
$
5,744,905

868,902
- -
93,448
(212,578)
6,494,677

$ 14,854
186,815
151,848

546
19,753
-
-
-
-
-
-
-

-
-
-

-
-
(73,120)

15,400
206,568
78,728

$
426,999
(4,501) 5,280 - 4,093
(79,663)

352,208

Asset:

196

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Investments accounted for using
equity method
Capital expenditure of non-current
assets
Reportable segment assets
Reportable segment liabilities
$ 2,716,490
-
535
-
-
(2,299,778)
417,247
100,762
2,436
180,716
-
-
-
283,914
$
10,121,588
761,196
6,014,124
-
85,999
(4,002,724)
12,980,183






$
3,074,424
302,660
3,103,375
-
444
(127,317)
6,353,586

197

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Revenue:
Revenue from external customers
Inter-segment revenue
Interest income
Total revenues
Interest expense
Depreciations and amortization
Share of profit (loss) of associates and
joint ventures accounted for using
equity method
Reportable segment porofit or loss
Asset:
Capital expenditures on non-current
asset
Capital expenditure of non-current
Reportable segment assets
Reportable segment liabilities
2020 Total
4,980,018
-
4,475
4,984,493
19,808
207,488
77,137
401,713
407,945
189,205
12,175,162
5,571,025
Taiwan
Business
Division
$ 4,385,042
61,529
504
China
Business
Departmen
594,976
58,329
2,803
Real Estate
Development
Department
-
-
-
Discontinue
d operations
-
-
-
Other
-
78,328
1,168
Reconciliati
on and
elimination
-
(198,186)
-
$
4,447,075

656,108
- -
79,496
(198,186)

$ 19,569
190,145
552,186

239
17,343
-
-
-
-
-
-
-

-
-
-

-
-
(475,049)

$
769,758
110,498 142 341,055 (3,636)
(816,104)

$ 2,631,474
88,494
$
9,528,070

-
26,095
664,184
535
74,616
5,848,097

-
-
-

-
-
81,812

(2,224,064)
-
(3,947,001)

$
2,568,329

197,055

2,940,366
-
350

(135,075)

The material reconciling items of the above reportable segment are as below:

Total reportable segment revenue after deducting the intersegment revenue was $212,578 thousand and $198,186 thousand in 2021 and 2020, respectively.

  • (c) Product and service information

Revenue from the external customers of the Group was as follows:

Products
Plastic materials
Plastic products
Others
Total
2021
$ 3,596,453
2,883,705
10,175
2020

2,683,721

2,261,286
35,011

$
6,490,333

4,980,018

(d) Geographical

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.

Geographical Information

2021

2020

198

OCEAN PLASTICS CO., LTD AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Revenue from external customers:

Taiwan
United States
India
China
Other countries
Total
$ 2,630,712
2,075,977
950,792
660,478
1,962,638
1,299,490
239,605
294,789
706,586
649,284
$
6,490,333
4,980,018

199

Geographical information
Non-current assets:
Taiwan
China
Total
December 31,
2021
$ 8,352,779
147,648
December 31,
2020

8,250,655
156,370
8,407,025

$
8,500,427

Non-current assets include property, plant and equipment, investment property and other assets, not including financial instruments, deferred tax assets, assets of post-employment benefits, and non-current assets of rights arising from an insurance contract.

  • (e) Information on revenue from major customers

No individual clients constituting over 10% of total revenue in 2021 and 2020.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

200

Apoendix 2

Stock Code:1321

Ocean Plastics Co., Ltd.

Parent Company Only Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: 5、6F., No. 310, Juguang Rd., Wanhua Dist., Taipei City 108, Taiwan (R.O.C.) Telephone: (02)2308-2131

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

201

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors‘ Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to the Financial Statements
(1) Company history
(2) Approval date and procedures of the financial statements
(3) New standards, amendments and interpretations adopted
(4) Summary of significant accounting policies
(5) Significant accounting assumptions and judgments, and major sources of
estimation uncertainty
(6) Explanation of significant accounts
(7) Related-party transactions
(8) Pledged assets
(9) Commitments and contingencies
(10) Losses due to major disasters
(11) Subsequent Events
(12) Others
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
9. List of major account titles
Page

1
2
3
4
5
6
7
8
8
8~9
10~24
24~25
25~54
55~57
58
58
58
58
59
60~62
62
63
63
63
64~74

202

Independent Auditors’ Report

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

Opinion

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors‘ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (―the Code‖), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

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

203

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventory valuation

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

Description of key audit matter:

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

How the matter was addressed in our audit:

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

2.Revenue recognition

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

Description of key audit matter:

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

How the matter was addressed in our audit:

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

204

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:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‘s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management‘s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

  5. 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.

205

  1. 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 23, 2022

206

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

Balance Sheets

December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

December 31, 2021
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(a))
$ 145,788
2
1110
Current financial assets at fair value through profit or loss (note 6(b))
206,422
2
1170
Notes and trade receivables, net (note 6(d)(s) and 7)
755,741
8
130X
Inventories (note 6(e))
714,678
7
1470
Other current assets (note 7)
63,270
1

1,885,899
20
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (note 6(c))
1,091,906
11
1550
Investments accounted for using equity method (note 6(f))
2,710,818
28
1600
Property, plant and equipment (note 6(g) and 8)
3,304,874
34
1755
Right-of-use assets (note 6(h))
100,066
1
1760
Investments property, net (note 6(i) and 8)
458,209
5
1840
Deferred tax assets (note 6(p))
12,397 -
1900
Other non-current assets (note 8)
52,277
1
1942
Long-term accounts receivables due from related parties (note 7)
83,382
1

7,813,929
81
December 31, 2021
Amount
%
$ 145,788
2
206,422
2
755,741
8
714,678
7
63,270
1
December 31, 2020
Amount
%
174,196
2
122,404
1
621,278
7
368,484
4
55,228
1

1,885,899
20

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

7,813,929
81

7,829,094
85
Total assets
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(k) and 8)
2171
Notes and trade payables
2200
Other payables
2300
Other current liabilities (note 6(j)(m) and 8)
2230
Current tax liabilities (note 6(p))
2320
Long-term liabilities, current portion (note 6(l) and 8)

Non-Current liabilities:
$
9,699,828
100
9,170,684
100
$
9,699,828
100
9,170,684
100
$
9,699,828
100
9,170,684
100

December 31, 2021
Amount % Amount


1,345,351
14
939,739
10

See accompanying notes to parent company only financial statements.

207

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)

Ocean Plastics Co., Ltd. Balance Sheets

December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

2540
Long-term borrowings (note 6(l) and 8)
2570
Deferred tax liabilities (note 6(p))
2640
Net defined benefit liability, non-current (note 6(o))
2670
Other non-current liabilities, others (note 6(m)(o))

Total liabilities
Equity attributable to owners of parent (note 6(q)):
3100
Capital stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Total equity
Total liabilities and equity
1,080,417
11
1,064,583
12
417,666
4
406,661
4
105,337
1
108,107
1
124,460
1
47,477
1


1,727,880
17
1,626,828
18


3,073,231
31
2,566,567
28


2,272,283
23
2,272,283
25
14,335 -
7,792 -
3,603,417
37
3,507,899
38
772,751
8
852,332
9
(36,189)
-
(36,189)
-


6,626,597
68
6,604,117
72


$
9,699,828
100
9,170,684
100

See accompanying notes to parent company only financial statements.

208

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4100
Operating revenues, net (note 6(s) and 7)
5000
Operating costs (note 6(e)(g)(o) and 7)
5900
Gross profit from operation
6000
Operating expenses (note 6(d)(g)(h)(n)(o) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment gain and reversal of impairment loss determined in accordance with IFRS 9
Total operating expenses
6900
Net operating income (loss)
7000
Non-operating income and expenses:
7100
Interest income (note 6(u))
7010
Other income (note 6(u))
7020
Other gains and losses, net (note 6(u))
7050
Finance costs
7070
Share of profit (loss) of associates and joint ventures accounted for using equity method, net
(note6(f))
Total non-operating income and expenses
Profit from continuing operations before income tax
7950
Less: Income tax expenses (note 6(p))
Profit and loss of discontinued operations:
Profit
8300
Other comprehensive income:
8310
Items that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified
to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Items that will be reclassified to profit or loss
8361
Exchange differences on translation
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income
Total comprehensive income
Earnings per share (NT dollars) (note 6(r))
9750
Basic earnings per share
Diluted earnings per share
2021 %
100
93
2020 %
100
90
Amount
$ 5,730,874
5,321,209
Amount

4,408,155
3,946,792

409,665
7
461,363
10

338,874
90,578
9,926
434
6
2
-
-


201,858

95,679
8,654
3,859
5
2
-
-
439,812 8
310,050
7

(30,147)
(1)
151,313
3

79
155,138
83,170
(14,854)
151,772

-
3
1
-
3

399

54,042

(8,256)
(19,569)
552,191
-
1
-
-
13

375,305
7
578,807
14

345,158
25,790
6
-


730,120
14,968
17
-

319,368
6
715,152
17

3,378
(97,103)

14,970
-
-
(2)
-
-

(8,014)

564,192
604
-
-
13
-
-
(78,755) (2) 556,782 13

2,552
-

-
-

4,717
-
-
-
2,552 - 4,717 -

(76,203)
(2)
561,499
13

$
243,165

4

1,276,651
30

$
1.45 3.24
$ 1.45 3.24

See accompanying notes to parent company only financial statements.

209

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

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

Total other equityinterest Total other equityinterest
Share capital Retained earnings Unrealized gains
Exchange (losses) on financial
differences on assets measured at
Unappropriated translation of fair value through
Ordinary Capital Legal Special retained Total retained foreign financial other comprehensive Total other Treasury
shares surplus reserve reserve earnings earnings statements income equityinterest shares Total equity
Balance at January 1, 2020 $
2,272,283
7,792 - 2,978,245
(172,343)

2,805,902
(44,124)
321,802

277,678
(36,189)
5,327,466
Profit - - - - 715,152
715,152
- - - - 715,152
Other comprehensive income - - - - (8,014)
(8,014)
4,717
564,796

569,513
- 561,499
Total comprehensive income - - - - 707,138
707,138
4,717
564,796

569,513
- 1,276,651
Disposal of investments in equity instruments designated at
fair value through other comprehensive income - - - - (5,141)
(5,141)
- 5,141
5,141
- -
Balance at December 31, 2020 2,272,283 7,792 - 2,978,245
529,654

3,507,899
(39,407)
891,739

852,332
(36,189)
6,604,117
Profit - - - - 319,368
319,368
- - - - 319,368
Other comprehensive income - - - - 3,378
3,378
2,552
(82,133)

(79,581)
- (76,203)
Total comprehensive income - - - - 322,746
322,746
2,552
(82,133)

(79,581)
- 243,165
Appropriation and distribution of retained earnings:
Legal reserve - - 52,965 - (52,965)
-
- - - - -
Cash dividends of ordinary share - - - - (227,228)
(227,228)
- - - - (227,228)
Adjustments of capital surplus for company's cash dividends
received by subsidiaries - 6,543 - - - - - - - - 6,543
Balance at December 31, 2021 $
2,272,283
14,335 52,965 2,978,245
572,207

3,603,417
(36,855)
809,606

772,751
(36,189)
6,626,597

See accompanying notes to parent company only financial statements.

210

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

Statements of Cash Flows

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

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile loss:
Depreciation expense
Expected credit loss
Net gain on financial assets or liabilities at fair value through profit or
loss
Interest expense
Interest income
Dividend income
Share of loss (profit) of subsidiaries,associates and joint ventures
accounted for using equity method
Loss on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Gain on disposal of investment properties
Gain on disposal of investments
Total adjustments to reconcile loss
Changes in operating assets and liabilities:
Changes in operating assets:
Notes and trade receivables
Inventories
Other current assets
Other financial assets
Other operating assets
Total changes in operating assets
Changes in operating liabilities:
Contract liabilities
Notes and trade payables
2021
$ 345,158
186,816
434
(61,233)
14,854
(79)
(91,832)
(151,772)
-
441
(8,269)
(1,385)
2020

730,120

191,079

3,859

(28,885)

19,568

(399)

(24,381)

(552,191)
3,351

803

-
-

(112,025)
(387,196)

(134,897)
(346,194)
(788)
(17,843)
(3,922)


(74,866)

22,612

(13,079)

(14,831)
-

(503,644)
(80,164)

11,874
437,376


23,812

(60,318)

See accompanying notes to parent company only financial statements.

211

Other payable
Provisions
Other current liabilities
Net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
(4,008)
63,585
1,081
1,057
99
(8,838)
(2,924)
(1,789)


443,498
17,509


(60,146)
(62,655)


(172,171)
(449,851)

See accompanying notes to parent company only financial statements.

212

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

Statements of Cash Flows

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

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes refund
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from capital reduction of investments accounted for using equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Increase in other receivables due from related parties
Proceeds from disposal of investment properties
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
2021
172,987
79
189,258
(14,697)
151
2020

280,269

399

118,505

(19,579)
22,340
347,778
401,934

(22,885)

1,485
-
(93,553)
-
1,862
(27)
21,524


-

-
325,057

(88,494)
7,970

1,722

(8,507)
-

(91,594)
237,748

(50,000)
1,490,000
(1,474,167)
(23,197)
(227,228)


(50,000)

600,000

(1,224,167)

(21,452)
-

(284,592)
(695,619)

(28,408)
174,196


(55,937)
230,133

See accompanying notes to parent company only financial statements.

213

Cash and cash equivalents at end of period

$

145,788

174,196

See accompanying notes to parent company only financial statements.

214

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

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

(1) Company history

OCEAN PLASTICS CO., LTD.(hereinafter referred to as the ―Company‖) was incorporated in June 1965, as a company limited by shares under the Company Act of the Republic of China (R.O.C.), and merged with Yee Fong Chemical & Industrial Co., Ltd.. The Company was registered in 5F & 6F., No. 310, Juguang Rd., Wanhua Dist., Taipei City. Please refer to note 14 for related information on the Group entities‘ main business activities.

The major business activities of the Company are the manufacture and sale of plastics.

The Company‘s common shares were listed on the Taiwan Stock Exchange (TWSE) in January 1999.

(2) Approval date and procedures of the financial statements:

These consolidated financial statements were authorized for issue by the Board of Directors on March 23, 2022.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (―IFRSs‖) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • Amendments to IFRS 4 ―Extension of the Temporary Exemption from Applying IFRS 9‖

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 ―Interest Rate Benchmark Reform—Phase 2‖

  • Amendments to IFRS 16 ―Covid-19-Related Rent Concessions beyond June 30, 2021‖

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its financial statements:

  • ● Amendments to IAS 16 ―Property, Plant and Equipment Proceeds before Intended Use‖

  • ● Amendments to IAS 37 ―Onerous Contracts Cost of Fulfilling a Contract‖

  • Annual Improvements to IFRS Standards 2018–2020

  • Amendments to IFRS 3 ―Reference to the Conceptual Framework‖

215

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments
to
IAS
1
―Classification of Liabilities
as Current or Non-current‖
Amendments
to
IAS
12
―Deferred
Tax
related
to
Assets and Liabilities arising
from a Single Transaction‖
Content of amendment
The
amendments
aim
to
promote
consistency in applying the requirements by
helping companies determine whether, in
the statement of balance sheet, debt and
other liabilities with an uncertain settlement
date should be classified as current (due or
potentially due to be settled within one
year) or non-current. The amendments
include
clarifying
the
classification
requirements for debt a company might
settle by converting it into equity.
The amendments narrowed the scope of the
recognition exemption so that it no longer
applies to transactions that, on initial
recognition, give rise to equal taxable and
deductible temporary differences.
Effective date per
IASB
January 1, 2023
January 1, 2023

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • Amendments to IFRS 10 and IAS 28 ―Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture‖

  • IFRS 17 ― Insurance Contracts‖ and amendments to IFRS 17 ― Insurance Contracts‖

  • Amendments to IAS 1 ―Disclosure of Accounting Policies‖

  • Amendments to IAS 8 ―Definition of Accounting Estimates‖

216

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

(a) Statement of compliance

This individual financial statement has been prepared accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (b) Basis of preparation

  • (i) Basis of measurement

    • 1) Financial instruments at fair value through profit or loss are measured at fair value;

    • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

    • 3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(p).

  • (ii) Functional and presentation currency

The functional currency of each Company entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (TWD), which is the Company‘s functional currency. All financial information presented in TWD has been rounded to the nearest thousand.

  • (c) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary item denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

  • 2) financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

217

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non- controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(d) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.

An entity shall classify a liability as current when: (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

218

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • (iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(f) Financial Instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

219

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment‘s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company‘s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‗accounts receivables‘ line item. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

220

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company‘s historical experience and informed credit assessment as well as forward-looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 180 days past dueor the debtor is unlikely to pay its credit obligations to the Company in full.

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‗investment grade which is considered to be BBB- or higher per Standard& Poor‘s, Baa3 or higher per Moody‘s or twA or higher per Taiwan Ratings‘.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

221

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‗credit-impaired‘ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 180 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance ischarged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off.However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company‘s procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

The Company applied the exemptions at the first-time adoption of IFRSs, and increased its retained earnings by $2,992,372 thousand, which resulted from unrealized revaluation increments, exchange differences on translation of foreign financial statements, and the fair value of investment property being used as the cost on initial recognitions at the transition date.

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders‘ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders‘ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders‘ equity shall qualify for additional distributions. As of December 31, 2021 and 2020, the balance of special earnings reserve were $2,978,245 thousand.

222

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 5) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

223

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(h) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The financial statements include the Company‘s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate‘s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.

Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company‘s interests in the associate.

When the Company‘s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

(i) Investments in Subsidiaries

On preparing individual financial reports, the Company adopts the equity method to evaluate investees who are under control. In equity method, current incomes and other comprehensive incomes in individual financial report are same with the ones attribute to the parent company in consolidated financial reports. Also, the equity in individual financial report is same with the one attribute to the parent company in consolidated financial reports.

224

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

If the Company has change on the ownership equity of the subsidiary that does not result in the loss of control, it can be as the equity transaction between them.

(j) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • 1) buildings 5~50 years

225

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

2) machinery equipment 3~20 years 3) other facility 2~20 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified accordingly.

(l) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company‘s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

226

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 2) there is a change in the Company‘s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • 4) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 5) there are any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

  • (ii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

  • (m) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset‘s recoverable amount is estimated.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

227

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

For other non-financial assets, an impairment loss is reversed only to the extent that the asset‘s carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the assets in prior years.

(n) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company‘s main types of revenue are explained below.

(i) Sale of goods

The Company manufactures and sells plastic materials and products. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied. A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

(ii) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

(o) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

228

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(ii) Defined benefit plans

The Company‘s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Other long-term employee benefits

The Company‘s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.

  • (iv) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be

229

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefits will be realized.

  • (q) Earnings per share

The Company discloses the Company‘s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

230

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(r) Operating segments

Segment information was disclosed in consolidated financial statement; therefore, it was not disclosed in the parent company only financial statement.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

  • (a) Judgment of whether the Group has substantive control over a subsidiary; please refer to the consolidated financial statements for the year ended December 31, 2021.

  • (b) Judgment of whether the Company has substantive control over its investees

Holding 44.62% of the outstanding voting shares in Chun Pin Enterprise Co., Limited., the Company was not the largest shareholder. The Company obtained neither more than half of Chun Pin Enterprise‘s Board seats, nor more than half of the voting rights at a shareholders‘ meeting. Therefore, it was determined that the Company only had significant influence on Chun Pin Enterprise.

Information about assumptions and estimation uncertainties that has a significant risk of resulting in a material adjustment within the next financial year is as follows:

(a) Inventory valuation

Inventories are measured at the lower of cost or net realizable value. The Company assesses value of inventories that are worn, obsolete, and unmarketable at the reporting date, and writes down the cost of inventories to their net realizable value. Inventory valuation is based on expected market demand in a period of foreseeable future which may fluctuate by rapid change in industry. For the estimation of inventory valuation, please refer to note 6(e) for details.

The Company‘s accounting policies include measuring financial and non financial assets and liabilities at fair value through profit or loss.

231

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

The Company‘s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

Please refer to Note 6(v) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
December 31,
2021
Revolving funds and cash on hand
$ 500
Demand deposits and check deposits
145,288
Cash and cash equivalents in the consolidated statement of
cash flows
$
145,788
December 31,
2021
$ 500
145,288
December 31,
2020

500
173,696
174,196

Please refer to note 6(v) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Company.

  • (b) Financial assets at fair value through profit or loss
Current financial assets designated at fair value through
profit or loss:
Listed domestic stock
December 31,
2021
$
206,422
December 31,
2020
122,404

232

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • (c) Financial assets at fair value through other comprehensive income
December 31,
2021
Equity investments at fair value through other comprehensive
income:
Unlisted domestic stock-Taiwan VCM Corporation
$ 1,016,326
Unlisted domestic stock-Others
75,580
Total
$
1,091,906
December 31,
2021
Equity investments at fair value through other comprehensive
income:
Unlisted domestic stock-Taiwan VCM Corporation
$ 1,016,326
Unlisted domestic stock-Others
75,580
Total
$
1,091,906
December 31,
2020

1,130,019
58,990
1,189,009

$
1,091,906

(i) Fair value through other comprehensive income financial assets

The Company holds this equity investment as long-term strategic investment without any trade purpose, so it is assigned to use fair value through other comprehensive income to evaluate. Hence, the Company recognized dividend revenues 87,178 thousand and 20,496 thousand in 2021 and 2020.

The Company did not dispose strategic investment in 2021 and 2020. The accumulated income and loss in the period did not transfer in equity.

  • (ii) Credit risk and market risk information refers to note 6(w).

  • (iii) On December 31 of 2021 and 2020, the financial assets which held by the Company did not offer any pledge and assurance.

(d) Notes and trade receivables

Notes receivable from operating activities
Trade receivables
Less: Loss allowance
December 31,
2021
$ 57,640
704,524
(6,423)
December 31,
2020

45,959

581,308
(5,989)
621,278

$
755,741

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:

233

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Current
1 to 180 days past due
More than 180 days past due
Current
1 to 180 days past due
More than 180 days past due
December 31, 2021 December 31, 2021 December 31, 2021
Loss allowance
provision
-
2,579
3,844
Gross carrying
amount
$ 730,471
27,849
3,844
Weighted-avera
ge loss rate

$
762,164

6,423


Loss allowance
provision
-
2,217
3,772
Gross carrying
amount
$ 602,112
21,383
3,772
Weighted-avera
ge loss rate

-

10%
100%

$
627,267

5,989

The movement in the allowance for notes and trade receivables were as follows:

Balance at January 1
Impairment losses recognized
Impairment losses reversed
Balance at December 31
2021

The aforementioned notes and trade receivables of the Company were not pledged as collateral as of December 31, 2021 and 2020.

(e) Inventories

Raw materials
Work in progress
Finished goods
December 31,
2021
$ 292,220
29,370
393,088
$
714,678
December 31,
2020

172,460

19,249
176,775

368,484

234

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

The Company‘s relevant inventory details recognized in operating costs in 2021 and 2020 are as follows:

Cost of goods sold
Write-down of inventories(Reversal of write-downs)
Disposal of inventory
Idle capacity
Revenue from sale of scraps and others
2021
$ 5,215,283
1,234
1,602
101,289
1,801
2020

3,837,546

(4,464)

-

110,214
3,496

$
5,321,209

3,946,792

As of December 31, 2021 and 2020, the Company had not provided any inventories as collateral for its loans.

The impairement loss in inventory was reversed due to the increase in net realizable value which was caused by the scarcity of the inventory and the market price increased.

(f) Investments accounted for using equity method

A summary of the Company‘s financial information for investments accounted for using the equity method at the reporting date is as follows:

Subsidiaries
Associates
December 31,
2021
$ 2,293,571
417,247
December 31,
2020

2,217,788
407,945
2,625,733

$
2,710,818

(i) Subsidiary

Please refer to consolidated financial report of 2021.

(ii) Associates

Associates which are material to the Company consisted of the followings:

Name of
Associates
Chun Pin Enterprise
Co., Ltd
Nature of
Relationship with
the Group

Wholesale
of
chemical
feedstock
and products
Main operating
location/
Registered
country of the
Company
Taiwan
Proportion of shareholding
and voting rights
Proportion of shareholding
and voting rights
December 31,
2021
44.62%
December 31,
2020

44.62%

235

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

The financial information of the Associate which has materiality on the Company is as follows. It already adjusted the amount in the Associate‘s IFRSs individual financial report to reflect the adjustments for fair values and for accounting policy difference:

236

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Chun Pin Enterprise Co., Ltd

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Operating revenue
Profit from continuing operations
Other comprehensive income
Total comprehensive income
Share of net assets of associates as of January 1
Comprehensive income attributable to the Group
Dividends received from associates
Share of net assets of associates as of December 31
December 31,
2021
$ 862,322
238,527
(133,582)
(32,059)
December 31,
2020

794,810

207,248

(86,914)
(784)
914,360
2020
420,247

172,894
-
172,894
2020

404,932

77,137
(74,124)
407,945

$
935,208

2021
$ 436,102

176,458
-
$
176,458

2021
$ 407,945
78,728
(69,426)

$
417,247

(iii) Guarantee

As of December 31, 2021 and 2020, the Company had not provided any investment accounted for using equity method as collaterals for its loans.

(g) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2021 and 2020, were as follows:

Cost or deemed cost:
Balance on January 1, 2021
Additions
Transfer from construction in
progress and testing equip
Disposal
Transfer to expense
Balance on December 31, 2021
Lands
$ 1,483,366
-
-
-
-
Buildings and
constructions
1,236,587
-
3,560
-
-
Machinery and
equipment
2,021,215
-
27,859
(29,924)
-
Other facilities
1,460,922
-
20,981
(18,260)
-
Construction
inprogress
39,728
99,414
(52,400)
-
(441)
Total
6,241,818
99,414
-
(48,184)
(441)
$
1,483,366
1,240,147 2,019,150 1,463,643
86,301

6,292,607

237

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Lands
Balance on January 1, 2020
$ 1,483,366
Additions
-
Transfer from construction in
progress and testing equip
-
Disposal
-
Transfer to expense
-
Balance on December 31, 2020
$
1,483,366
Depreciation and impairments losses:
Balance on January 1, 2021
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Balance on December 31, 2021
$
-
Balance on January 1, 2020
$ -
Depreciation and impairment
loss for the year
-
Disposal
-
Balance on December 31, 2020
$
-
Carrying amount:
Balance on December 31, 2021
$
1,483,366
Balance on January 1, 2020
$
1,483,366
Balance on December 31, 2020
$
1,483,366
Lands
$ 1,483,366
-
-
-
-
Buildings and
constructions
1,227,362
-
9,225
-
-
Machinery and
equipment
2,016,155
-
20,183
(15,123)
-
Other facilities
1,424,223
-
41,600
(4,901)
-
Construction
inprogress
21,461
90,078
(71,008)
-
(803)
Total
6,172,567
90,078
-
(20,024)
(803)
$
1,483,366
1,236,587 2,021,215 1,460,922
39,728

6,241,818

310,105
24,337
-

1,491,920
66,787
(29,926)

1,071,810
70,958
(18,258)

-
-
-

2,873,835
162,082
(48,184)
$
-
334,442
1,528,781

1,124,510
-
2,987,733

286,303
23,802
-

1,420,630
75,167
(3,877)

1,007,316
69,320
(4,826)
-
-
-

2,714,249
168,289
(8,703)
$
-
310,105
1,491,920

1,071,810
-
2,873,835
$
1,483,366

905,705

490,369

339,133
86,301
3,304,874

$
1,483,366

941,059

595,525

416,907

21,461

3,458,318

$
1,483,366

926,482

529,295

389,112

39,728

3,367,983

Part of the lands subjected to urban land readjustment plan or were agricultural land, which were not allowed to be held by the Company were held temporarily by third party and registered as mortgage to the Company. As of December 31, 2021 and 2020, carrying amount of above mentioned lands (including investment property) were $141,648 thousands and $170,706 thousands, and the Company is applying for alternation of land use and will transfer their title to the Company once the process of urban land readjustment and alternation of land use complete.

On the other hand, title of the land located in Zhonghe District, New Taipei City, has been transferred to subsidiary for urban land readjustment by the Company and the subsidiary compensated the Company according to related regulation. As of December 31, 2021 and 2020, cumulative carrying amount of lands in such transactions were both $1,346,304 thousands, which were deferred due to related-party transactions.

As of December 31, 2021 and 2020, the collateral details of long-term borrowings and credit agreements, please refer to note 8.

238

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(h) Right-of-use-assets

The Company leases many assets including land and buildings and vehicles. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at January 1, 2021
Additions
Decrease
Balance at December 31, 2021
Balance at January 1, 2020
Balance at December 31, 2020
Accumulated depreciation:
Balance at January 1, 2021
Depreciation for the year
Decrease
Balance at December 31, 2021
Balance at January 1, 2020
Depreciation for the year
Balance at December 31, 2020
Carrying amount:
Balance at December 31, 2021
Balance at December 31, 2020
Balance at January 1, 2020
(i)
Investment property
Cost :
Balance at January 1, 2021
Disposal
Balance at December 31, 2021
Balance at January 1, 2020
Reclassification from construction
Lands
9,701
-
-
Buildings and
constructions

26,194
-
-
Buildings and
constructions

26,194
-
-
Other
facilities
34,429
95,660
(30,771)
Other
facilities
34,429
95,660
(30,771)
Total

70,324

95,660
(30,771)
135,213
70,324
70,324

42,429

23,489
(30,771)
35,147

20,884
21,545
42,429
100,066
27,895
49,440
Total
490,225
(29,058)
461,167
496,012
(5,787)
$
-
-
$ 9,701 26,194
99,318
$
9,701

26,194

34,429
$
9,701

26,194

34,429
$
3,880
1,940
-


-

10,478
5,239

28,071
16,310
(30,771)
$ 5,820 15,717
13,610
$
1,940
1,940

5,239
5,239

13,705
14,366
$
3,880

10,478

28,071
$
3,881

10,477

85,708
$
5,821

15,716

6,358
$
7,761

20,955

20,724
i~~n~~
Land
$ 471,834
(29,058)


Buildings
18,391
-

$
442,776
18,391

$ 477,621

(5,787)

18,391
-

239

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

progress
Balance at December 31, 2020
$
471,834
18,391
490,225

240

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Land
Accumulated depreciation and impairment
losses:
Balance at January 1, 2021
$ -
Depreciation for the year
-

-
Balance at December 31, 2021
$
-
Balance at January 1, 2020
$ -
Depreciation for the year
-

-
Balance at December 31, 2020
$
-
Carrying amount:
Balance at December 31, 2021
$
442,776
Balance at January 1, 2020
$
477,621
Balance at December 31, 2020
$
471,834
Fair value
Balance at December 31, 2021
Balance at January 1, 2021
$
1,438,702
Land
Accumulated depreciation and impairment
losses:
Balance at January 1, 2021
$ -
Depreciation for the year
-

-
Balance at December 31, 2021
$
-
Balance at January 1, 2020
$ -
Depreciation for the year
-

-
Balance at December 31, 2020
$
-
Carrying amount:
Balance at December 31, 2021
$
442,776
Balance at January 1, 2020
$
477,621
Balance at December 31, 2020
$
471,834
Fair value
Balance at December 31, 2021
Balance at January 1, 2021
$
1,438,702
Buildings
1,713
1,245
2,958
$
-

5,916
$ -
-
-

1,245
-
1,713
$
-

2,958
$
442,776

12,475

$
477,621

17,146

$
471,834

15,433

$
1,438,702

Part of the lands were agricultural land, which's legal title were not allowed to be held by the Company were held temporarily by third party and registered as mortgage to the Company. The Company is applying for alternation of land use for above lands and their title will be transferred to the Company once the process of alternation of land use complete. Please refer to note 6(g) for further details.

The fair value stated above was according to the latest transaction data announced on the website of Department of Land Administration Ministry of the Interior.

Investment property comprises a number of lands that are leased to third parties. Each of the leases contains a 3 to 15 years non-cancellable period. Subsequent renewals are negotiated with the lessee and no contingent rents are charged. For further information, please refer to note 6(n).

As of December 31, 2021 and 2020, investment property of the Group had been pledged as collateral for long-term borrowings and credit lines, please refer to note 8.

241

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(j) Other current liabilities

The other current liabilities of the Company were as follows:

Lease liabilities-current
Other payables-related parties
Unearned Revenues
Others
December 31,
2021
$ 23,453
3,083
8,370
1,946
December 31,
2020

12,895

3,204

14,025
1,846

$
36,852

31,970

(k) Short-term borrowings

The short-term borrowings of the Company were summarized as follows:

Unsecured bank loans
Unused short-term credit line
Range of interest rates
December 31,
2021
$
150,000
December 31,
2021
$
150,000
December 31,
2020
200,000

$
398,156

334,843

1.10%~1.11%

1.08%~1.16%

For the collateral for short-term borrowings, please refer to note 8.

(l) Long-term borrowings

The long-term borrowing details and terms of the Company are as follows:

Secured bank loans
Less: current portion
Total
Unused long-term credit lines
Secured bank loans
Less: current portion
Total
December 31, 2021 Amount
$ 1,134,584
(54,167)
$
1,080,417
$
2,180,000
Amount
$ 1,118,750
(54,167)
$
1,064,583
Currency
Rate
Maturity year
TWD
0.89%~1.18%
2024.03.26~2031.06.29
December 31, 2020
Currency
Rate
**Maturity year **
TWD
0.95%~1.18%
2022.04.17~2031.06.29

242

$ 2,391,250

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Unused long-term credit lines

For the collateral for short-term borrowings, please refer to note 8.

243

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(m) Leases Liabilities

The lease liabilities of the Company‘s were as follows:

Current
Non-current
December 31,
2021
$
23,453
$
77,033
December 31,
2020
12,895

15,128

For maturity analysis, please refer to note 6 (v).

The amounts recognized in profit or loss was as follows:

Interest on lease liabilities 2021

The amounts recognized in the statement of cash flows for the Company was as follows:

Total cash outflow for leases

2021 2020
$ 24,171 23,756

The Company leases land and buildings, and raw material storage tanks. The leases run for four to five years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

(n) Operating lease

  • (i) Leases as lessor

The Company leases out its investment property and other facilities. The Group has classified these leases as operating leases, and please refer to Note 6(i) for the relevant information.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

Less than one year
One and two years
Two and three years
Three and four years
Four and five years
December 31,
2021
$ 9,281
9,444
9,560
9,727
9,846
December 31,
2020

9,169

9,281

9,444

9,560

9,727

244

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

More than five years
Total undiscounted lease payment
79,554
89,401


$
127,412
136,582

245

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Rental income from investment properties was $11,689 thousand and $11,328 thousand in 2021 and 2020, respectively.

(o) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:

follows:
Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2021
$ 381,586
(276,249)
$
105,337
December 31,
2020

396,840
(288,733)

108,107

The Company‘s employee benefit liabilities were as follows:

Long-term vacation liability
Cash-settled share-based payment liability
Total employee benefit liabilities
December 31,
2021
$ 14,633
-
December 31,
2020
13,699
-
13,699
$
14,633

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company‘s Bank of Taiwan labor pension reserve account balance amounted to 276,249 thousand as of December 31, 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

246

Notes to the Financial Statements

Ocean Plastics Co., Ltd.

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of defined benefit obligations for the Company were as follows:

Defined benefit obligation at January 1
Current service costs and interest cost (income)
Remeasurements loss(gain):
-Experience adjustment
-Demographic assumptions
-Financial assumptions
Benefits paid
Defined benefit obligations at December 31
2021
$ 396,840
3,810
(1,241)
9,162
(3,389)
(23,596)
2020

415,756

5,622

10,612

74

7,555
(42,779)
396,840

$
381,586
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company were as follows:

Fair value of plan assets at January 1
Interest cost (income)
Remeasurements of defined benefit liabilities
(assets):
-Return on plan assets excluding interest
income
Contribution paid by employer
Benefits paid
Fair value of plan assets at December 31
2021
$ (288,733)
(1,052)
(4,379)
(5,681)
23,596
2020

(313,091)

(1,872)

(11,010)

(5,539)
42,779
(288,733)

$
(276,249)
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

2021
Current service costs
$ 2,363
Net interest of net liabilities for defined benefit
obligations
395
$
2,758
2021
Current service costs
$ 2,363
Net interest of net liabilities for defined benefit
obligations
395
$
2,758
2020

3,125
625
3,750
$
2,758

247

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Operating cost
Selling expenses
Administration expenses
Research and development expenses
2021
$ 2,179
23
553
3
2020

2,874

138

732
6
3,750
$
2,758
  • 5) Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income

The Company‘s remeasurements of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2021 and 2020, were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2021
$ 126,105
(3,378)
2020

118,091
8,014
126,105

$
122,727
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
2021
0.500%
2.00%
2020

0.375%

2.00%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $5,671 thousand.

The weighted average lifetime of the defined benefits plans is 7.2 years.

  • 7) Sensitivity analysis

When calculating and determining the present value of defined benefit obligations, the Company must use judgments and estimates to determine relevant actuarial assumptions on the balance sheet date, including discount rates, employee turnover rates, and future salary adjustments. Any change in actuarial assumptions may materially affect the amounts of the Company‘s defined benefit obligations.

248

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation in the years 2021 and 2020 shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
December 31, 2020
Discount rate
Future salary increasing rate
Impact on defined benefit
obligation
Increased
0.25%
Decreased
0.25%
(6,792)
6,994
6,769
(6,609)
(7,555)
7,788
7,527
(7,341)
Increased
0.25%
(6,792)
6,769
(7,555)
7,527

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.

(ii) Defined contribution plans

The Company allocates 6% of each employee‘s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $12,148 thousand and $11,313 thousand for the years ended December 31, 2021 and 2020, respectively.

(p) Income tax

The components of income tax in the years 2021 and 2020 were as follows:

(i) Income tax expense

The components of income tax in the years 2021 and 2020 were as follows:

Current period
Deferred tax expense
Tax expense
2021
$ 11,221
14,569
2020

(1)
14,969
14,968

$
25,790

249

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Reconciliation of income tax and profit before tax for 2021 and 2020 is as follows:

Profit excluding income tax
Income tax using the Company‘s domestic tax rate
Tax-exempt income
Non-deductible expenses
Recognition of previously unrecognized tax losses
Changes in unrecognized temporary differences
Change in provision in prior periods
Additional tax on undistributed earnings
Income tax expense
2021
$ 345,158
2020
730,120

69,033
(56,250)
491
-
1,295
-
11,221


146,024

(33,676)

476
(10,237)

(87,618)
(1)
-

$
25,790
14,968

(ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized is respect of the following items:

Tax effect of deductible Temporary Differences
The carryforward of unused tax losses
Total
December 31,
2021
$ 406,621
39,129
December 31,
2020

405,328
39,136

$
445,750

444,464

The deductible temporary differences are mainly the share of overseas investment losses and deferred benefits recognized by the equity method.

The R.O.C. Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. Deferred tax assets have not been recognized in respect of these items because it is less than more likely that future taxable profit will be available against which the Company can utilize the benefits therefrom.

As of December 31, 2021, the deduction period of the subsidiaries in Mainland China unused tax losses for which no deferred tax assets were recognized are as follows:

Year of loss Unused tax loss Expiry date
2018 (Assessed amount)
2019 (Assessed amount))
Total
$ 66,897
2028
128,746
2029
$
195,643

250

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 2) Recognized deferred tax assets and liabilities

Deferred tax assets:

Balance at January 1, 2021
Recognized in profit or loss
Balance at December 31, 2021
Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Unrealized
loss on
inventory
write-downs
$ 10,511
247
Others Total

12,617

(220)

12,397

12,079

538

12,617

2,106

(467)
$
10,758


1,639

$ 11,404
(893)



675

1,431

$
10,511



2,106

Deferred tax liabilities:

Balance at January 1, 2021
Recognized in profit or loss
Cash compensation for land sale
Balance at December 31, 2021
Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Reserve for
land value
**increment tax **
Difference in
the useful life
of property,
plant, and
equipment
Total

406,661

14,347
(3,342)

417,666

391,154

15,507

406,661
$ 328,553
-
(3,342)

78,108
14,347

-

$
325,211


92,455

$ 328,553
-



62,601
15,507
$
328,553


78,108

(iii) Assessment of tax:

The Company‘s tax returns for the years through 2019 were assessed by the Taipei National Tax Administration.

251

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(q) Capital and other equity

As of December 31, 2021 and 2020, the number of authorized ordinary shares were 4,000,000 thousand shares with par value of $10 per share, and 227,228 thousand ordinary shares were issued. All issued shares were paid up upon issuance.

(i) Capital surplus

The balances of capital surplus were as follows:

The balances of capital surplus were as follows: The balances of capital surplus were as follows:
December 31,
2021
Share premium
$ 680
Treasury share transactions
7,112
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
6,543
Total
$
14,335
December 31,
2020

680

7,112
-

$
14,335
7,792

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(ii) Retained earnings

The Company's Articles of Incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, unless the amount of the legal reserve is already equal to or greater than the total paid-in capital. Additionally, the Company shall allocate special reserve taking into consideration the operating needs and statutory requirements. Any remaining profit, together with any prior-period undistributed retained earnings, shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders‘ meeting for approval.

In accordance with the Company‘s dividend policy, if there is profitability for the year, dividends can be distributed in three forms—cash dividend, common stock dividend, or capital surplus transferred to common stock. Distribution shall not be less than 20 percent of the income after deducting legal reserve and special reserve, and only when the Company has significant investment plan or intends to improve financial structure can common stock dividends or capital surplus transferred to common stock substitute for cash dividend. However, cash dividends shall account for at least 10 percent of dividend distribution.

252

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders‘ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company applied the exemptions at the first-time adoption of IFRSs, and increased its retained earnings by $2,992,372 thousand, which resulted from unrealized revaluation increments, exchange differences on translation of foreign financial statements, and the fair value of investment property being used as the cost on initial recognitions at the transition date.

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders‘ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders‘ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders‘ equity shall qualify for additional distributions. As of December 31, 2021 and 2020, the balance of special earnings reserve were $2,978,245 thousand.

3) Earnings distribution

Earnings distribution for 2020 was decided by the resolution adopted, at the general meeting of shareholders held on July 27 2021, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary shareholders:
Cash
2020
Amount
per share
Amount
$ 1.00
227,228

The appropriations of earnings for 2019 had been approved during the shareholders‘ meeting on June 22, 2020, respectively.The operating result showed net loss after tax; consequently, no surplus distribution is planned.

(iii) Treasury shares

As of December 31, 2021. the company's treasury stock balance is $36,189 thousand.

Before the amendment to the R.O.C. Company Act on November 2001, the Company‘s subsidiaries, Chang Xin Co., Ltd. and Hong Da Investment Co., Ltd., acquired $2,939 thousand and $3,604 thousand of the Company‘s shares, respectively.

253

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

In accordance with the requirements of the Securities and Exchange Act, treasury shares held by the Company shall not be pledged, and no shareholder rights are granted before their transfer.

  • (r) Earnings per share

  • (i) Basic earnings per share

The details on the calculation of basic earnings per share and diluted earnings per share of the Company as follows:

Basic earnings per share
Profit of the Company for the year
$
Weighted
average
number
of
ordinary
shares
(thousand share)
Basic earnings per share (NT dollars)
$
Diluted earnings per share
Profit of the Company for the year
$
Weighted
average
number
of
ordinary
shares
(thousand share)
Effects of dilutive potential ordinary shares
Weighted average number of ordinary shares (diluted)
(thousand share)
Diluted earnings per share (NT dollars)
$
(s)
Revenue from contracts with customers
(i)
Details of revenue
Main market area
Taiwan
India
USA
China
Other country
Main product/service line
Plastic material
2021
319,368
2020
715,152
220,686
3.24

715,152
220,686
235
220,921
3.24
2020

1,924,142

1,299,490

376,551

110,891

697,081

4,408,155

2,683,720
$

220,686
$
1.45
$
319,368

220,686
235
220,921
$
1.45
2021
$ 2,600,066
1,962,638
313,942
169,740
684,488

$
5,730,874

$ 3,596,453

254

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Plastic product 2,134,421
1,724,435


$
5,730,874
4,408,155

255

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(ii) Contract balances

Contract balances
Notes and trade receivables
Less: allowance for impairment
Total
Contract liabilities
December 31,
2021
$ 762,164
(6,423)
December 31,
2020

552,401
(2,130)

$
755,741

550,271

$
40,490

4,805

For details on trade receivables and allowance for impairment, please refer to note 6(d).

Contract liabilities mainly arose from advance receipt of loans from customers and payments for real estate. The Company will record revenue when the product is delivered to the customer or when the property is completed and the ownership is transferred.

The amount of revenue recognized for the years ended December 31 2021 and 2020 that was included in the contract liability balance at the beginning of the period were 11,539 thousand and 2,342 thousand, respectively.

(t) Employee compensation and directors' and supervisors' remuneration

Pursuant to the Company‘s the Articles of Incorporation, it shall contribute no less than 1% of the profit as employee compensation and more than 2% as compensation to directors and supervisors when there is profit for the year. However, if the Company has accumulated deficits, the profit shall be reserved to offset the deficit. The persons who are entitled to receive cash or shares as employee stipulated in the preceding paragraph include the employees of the Companyy's affiliates who meet certain conditions.

For the years ended December 31, 2021 and 2020, the Company estimated its employee remuneration amounting to 6,108 thousand and 9,545 thousand, and directors' and supervisors' remuneration amounting to 4,671 thousand and 7,299 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in theCompany's articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020.

The differences between the estimated amounts in the financial statements and the actual amounts approved by the Board of Directors in 2021, if any, shall be accounted for as changes in accounting estimates and recognized in 2022. The actual amounts appropriated and the estimated amounts in the financial statements were the same in 2020.

  • (u) Non-operating income and expenses

(i) Interest income

For the years ended December 31, 2021 and 2020, the details of other income were as follows:

2021

2020

256

79

399

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Interest income from bank deposits

$

257

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(ii) Other income

For the years ended December 31, 2021 and 2020, the details of other income were as follows:

Rent income
Dividend income
Other income, Others
2021
$ 11,689
91,832
51,617
2020
11,328
24,381
18,333
54,042

$
155,138
  • (iii) Other gains and losses

For the years ended December 31, 2021 and 2020, the details of other gains and losses were as follows:

Loss on disposal of property, plant and equipment
Gain on disposal of investment properties
Gain on disposal of investments
Foreign exchange gains (losses)
Gains on financial assets at fair value through profit or
loss
Miscellaneous disbursements
2021
$ -
8,269
1,385
12,283

61,233
-
2020
(3,352)
-
-
(33,688)
28,885
(101)
(8,256)
$
83,170

(v) Financial instruments

  • (i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets except for cash and cash equivalents, represents the maximum amount exposed to credit risk. As of December 31, 2021 and 2020, the maximum amount exposed to credit risk were 962,163 thousand and 758,513 thousand, respectively.

  • 2) Concentration of credit risk

The sales of the Company are not significantly concentrated within a few customers. As of December 31, 2021 and 2020, the balance of accounts receivable due from the 10 largest customers were 35% and 40%.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

258

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Carrying
amount
December 31, 2021
Non-derivative financial liabilities
Secured bank loans
$ 1,134,584
Unsecured bank loans
150,000
Notes
and
trade
payables
(including related parties)
892,100
Other payables (including related
parties)
131,373
Lease liabilities
100,486
$ 2,408,543
December 31, 2020
Non-derivative financial liabilities
Secured bank loans
$ 1,118,750
Unsecured bank loans
200,000
Notes
and
trade
payables
(including related parties)
454,723
Other payables (including related
parties)
115,418
Lease liabilities
28,023
$ 1,916,914
Carrying
amount
Contractual
cash flows
Within 6
months
6-12
months
1-2years 2-5years Over
5years

271,049
-
-
-

-

1,207,396

150,284

892,100

131,373

103,335

32,842

150,284

892,100

131,373

12,538

32,937

-

-

-

11,959

65,779
-
-
-

23,918

804,789
-
-
-

54,920

$ 2,408,543



2,484,488



1,219,137



44,896



89,697



859,709


271,049



1,199,571

200,266

454,723

115,418

28,575



33,075

200,266

454,723

115,418

8,805



33,174

-

-

-

4,391



215,242
-
-
-

7,979



583,279
-
-
-

7,400



334,801
-
-
-

-

$ 1,916,914



1,998,553



812,287



37,565



223,221



590,679


334,801

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Company‘s significant exposure to foreign currency risk were as follows:

Financial assets:
Monetary items
USD
Financial liabilities
Monetary items
USD
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2020
Local
currency
Exchange
rate
TWD

21,297
28.10
598,446

10,434
28.10
293,195
December 31, 2020
Local
currency
Exchange
rate
TWD

21,297
28.10
598,446

10,434
28.10
293,195
Local
currency
Exchange
rate
**TWD ** Local
currency
Exchange
rate
$ 25,673
15,833

27.69

27.69

710,757

438,337

21,297

10,434

28.10

28.10

259

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 2) Sensitivity analysis

The Company‘s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade receivables, loans and borrowings; and trade and other payables that are denominated in foreign currency.

260

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

A strengthening (weakening) of 1% of the TWD against the JPY and USD as of December 31, 2021 and 2020, would have increased (decreased) the net profit after tax by $2,179 thousand and $2,442 thousand, respectively. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases.The analysis is performed on the same basis for 2021 and 2020.

  • 3) Foreign exchange gain and loss on monetary items

Since the Company has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For years 2021 and 2020, foreign exchange gain (loss) (including realized and unrealized portions) amounted to 12,283 thousand and (33,688) thousand, respectively.

  • (iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Company‘s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.

If the interest rate had increased / decreased by 0.25%, the Company‘s net income would have increased / decreased by $2,269 thousand and $2,237 thousand for the year ended December 31, 2021 and 2020 with all other variable factors remaining constant, respectively.

  • (v) Other market price risk

For the years ended December 31, 2021 and 2020, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Price of securities
at the reporting date
Increasing 1%
Decreasing 1%
2021 2021 2020
Other
comprehensive
income after tax
Net income
11,890
1,224
2020
Other
comprehensive
income after tax
Net income
11,890
1,224
Other
comprehensive
income after tax
$
10,919
Net income Other
comprehensive
income after tax
11,890
2,064

$
(10,919)

(2,064)

(11,890)

(1,224)

261

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • (vi) Fair value of financial instruments

  • 1) Fair value hierarchy

The carrying amount and fair value of the Company‘s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Book Value
Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss–current
$ 206,422
Financial assets at fair value
through other comprehensive
income
Fair
value
through
other
comprehensive
income
equity instrument
1,091,906
Total
$
1,298,328
Book Value
Financial assets at fair value
through profit or loss
Designated
at
fair
value
through
profit
or
loss–current
$ 122,404
Financial assets at fair value
through other comprehensive
income
Domestic unlisted stock
1,189,009
Total
$
1,311,413
December 31, 2021 December 31, 2021 December 31, 2021 Total
206,422
Fair Value
Level 1
206,422
Level 2
-
Level 3
-

-
- 1,091,906
1,091,906

$
1,298,328
206,422 -
1,091,906

1,298,328


December 31, 2020

Total
122,404
Fair Value
Level 1
122,404
Level 2
-
Level 3
-

-
- 1,189,009
1,189,009

$
1,311,413
122,404 -
1,189,009

1,311,413
  • 2) Valuation techniques for financial instruments measured at fair value

If quoted prices of financial instruments are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and the prices represent actual and regularly occurring market transactions on an arm‘s length basis, then the financial instrument is regarded as quoted in an active market.

If the condition above is not met, the market is inactive. If the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide.

262

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

If the financial instruments held by the Company are in active market, its fair value hierarchy and nature are as follows:

  • ‧ The stock of listed companies and domestic open end funds are financial instruments in active market, and the fair value thereof is decided by the market.

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.

If the financial instruments held by the Company are in no active market, its fair value category and nature are as follows:

  • ‧ Unquoted equity instruments: except acquiring the latest transaction price as fair value, others adopt market approach of comparable business. This method mainly assumes price-book of investees, enterprise value, income after tax, and the stock price of comparable listed company to calculate price-book ratio, enterprise value ratio, and earnings per share as a measure basis. This estimated fair value is already adjusted for the lack of liquidity.

  • 3) Transfer between level 1 and level 3

There was no transfer between the fair value hierarchy levels for the years ended December 31, 2021 and 2020.

  • 4) Reconciliation of Level 3 fair values
Opening balance, January 1, 2021
Total gains and losses recognized:
In other comprehensive income
Ending Balance, December 31, 2021
Fair value
through other
comprehensive
income
Unquoted
equity
instruments
$ 1,189,009
(97,103)
Total

1,189,009
(97,103)

$
1,091,906

1,091,906

263

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Opening balance, January 1, 2020
Total gains and losses recognized
In other comprehensive income
Ending Balance, December 31, 2020
Fair value
through other
comprehensive
income
Unquoted
equity
instruments
$ 624,817
564,192
Total

624,817

564,192

$
1,189,009



1,189,009

For the years ended December 31, 2021 and 2020, total gains and losses that were included in ―other gains and losses‖ and ―unrealized gains and losses from financial assets at fair value through other comprehensive income‖ were as follows:

Total gains and losses recognized
In other comprehensive income, and presented in ―unrealized
gains and losses from financial assets at fair value through
other comprehensive income‖
2021
(97,103)
2020

564,192
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Most of the fair value of the Company classified as level 3 is an equity instrument in no active market which has multiple significant unobservable inputs. Because the inputs are mutual independent, there is no relevance.

Item
Financial assets at fair value
through other comprehensive
income equity investments
without an active market
Valuation
technique
Comparable
company analysis
Significant
unobservable inputs
‧ P/E ratio (7.94~15.91 and
10.21~15.22 on December
31,
2021
and
2020,
respectively)

Lack-of-Marketability
Discount (23.10%~25.04%
and
22.79%~27.56%
on
December 31, 2021 and
2020, respectively)
‧ P/B ratio (1.44~2.78 and
1.56~2.35 on December 31,
2021
and
2020,
respectively)
Inter-relationship
between significant
unobservable inputs and
fair value measurement
The estimated fair value
would
increase
(decrease) if:
‧ The P/E ratio and
control premium were
higher (lower);

Lack-of-Marketability
Discount were lower
(higher);
‧ The P/B ratio and control
premium were higher
(lower).

264

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 6) Fair value measurements in Level 3-sensitivity analysis of reasonably possible alternative assumptions.

The method to derive at the fair value of financial instruments is reasonable but could yield different outcomes when using different multipliers. For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possibilities of alternative assumptions would have the following effects:

December 31, 2021
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market


December 31, 2020
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market

Inputs Variation Profit or loss Other comprehensive
income
Other comprehensive
income
Favourable Unfarourable Favourable Unfarourable
P/E ratio
Discount rate
P/B ratio
P/E ratio
Discount rate
P/B ratio
1%
1%
1%
1%
1%
1%
-
-
-
-
-
-
-
-
-
-
-
-
13,496
3,672
8,205
16,121
3,873
7,212

(13,496)

(3,672)

(8,205)

(16,121)

(3,873)

(7,212)

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

  • (w) Financial risk management

  • (i) Overview

The Company have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

This note expresses the risk exposure information of the above-mentioned risk of the Company, and the Company‘s objectives, policies and processes for measuring and managing the risks. For more disclosures about the quantitative effects, please refer to the respective notes in the

265

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

consolidated financial statements.

  • (ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

266

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

The Company‘s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company‘s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company‘s receivables from customers and investments in debt securities.

1) Trade and other receivables

The Company‘scredit risk exposure is mainly affected by individual customer‘s conditions. However, management also takes into consideration the statistical data of the Company‘s customer, including the default risk of the customer's industry and country, as these factors may affect credit risk.

The accounting Department has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company‘s standard payment and delivery terms and conditions are offered. The Company‘s review includes external ratings, when available, and, in some cases, bank references. Purchase limits are established for each customer and represent the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. Customers that fail to meet the Company‘s benchmark creditworthiness may transact with the Company on a prepayment basis or by providing collateral.

The company has set up allowances for bad debt accounts to reflect estimates of losses incurred in accounts receivable, other receivables and investments. The main components of the allowance account include specific loss components related to individual major risk insurance and combined loss components established for similar asset groups that have occurred but have not been identified. The combined loss allowance account is determined based on historical payment statistics of similar financial assets.

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Company‘s finance department. The Company only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.

267

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

  • 3) Endorsements and guarantees

The Company‘s policy states that providing financial guarantees is only between parent company and subsidiaries. As of December 31, 2021 and 2020, endorsement guarantee provided by the Company were 1,240,150 thousand and 660,420 thousand, respectively.

  • (iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company‘s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company‘s reputation.

Generally, the Company ensures that it has sufficient cash to support expected operating expenditure in a short term, including financial liabilities, but excludes potential impact which can not be predicted reasonably such as nature disasters. Moreover, as of December 31, 2021 and 2020, the Company‘s unused credit line respectively were 2,578,156 thousand and 2,726,093 thousand.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company‘s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Company‘s entities. The functional currency of group is mainly TWD, and the currencies used in these transactions are the TWD, USD and JPY.

  • 2) Interest rate risk

The Company‘s interest risk arose from short term and long term borrowings. Since the short term borrowings are at floating rate, the fluctuation in interest rates will lead to movements in future cash flows.

  • 3) Other market price risk

The Company is exposed to equity price risk due to the investments in stocks listed on domestic markets, and fund investment on domestic and foreign markets. The equity investment is a strategic investment and is not held for trading. The Company does not actively trade in these investments as the management of the Company manages the risk by holding different investment portfolios. The Company assigned a specific team to supervise the equity price risk, so as to avoid or minimize the risk from the hedging position.

268

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(x) Capital management

The Board of Directors aims to keep a stable capital base to maintain the confidence of investors, creditors and the market, so as to support the development of future operations. Capital includes the share capital, capital reserve, retained earnings and non controlling interests of the Group. The Board of Directors controls the return on capital and at the same time controls the level of ordinary stock dividends.

As of December 31, 2021 and 2020, the Company‘s debt-to-equity ratio at the end of the reporting period, were as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio at 31 December
December 31,
2021
$ 3,073,231
(145,788)
December 31,
2021
$ 3,073,231
(145,788)
December 31,
2020
2,566,567
(174,196)

$
2,927,443

2,392,371

$
6,626,597

6,604,117

44.18%

36.23%

Management believes that there were no changes in the Company‘s approach to capital management for the years ended December 31, 2021 and 2020 As of December 31, 2021, the increase in the debt ratio was mainly attributable to the increase in net liabilities due to new long-term borrowings for the year.

(y) Investing and financing activities not affecting current cash flow

The Group‘s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2021 and 2020, were as follows:

  • (i) For right-of-use asset under lease, please refer to notes 6(h).

  • (ii) Reconciliation of liabilities arising from financing activities were as follows:

Long-term borrowings
Short-term borrowings
Lease liabilities
Total
liabilities
from
financing activities
January
1, 2021
Cash flows
$ 1,118,750
15,834
200,000
(50,000)
28,023
(23,197)
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
December
31, 2021
-
-
-
1,134,584
-
-
-
150,000
95,660
-
-
100,486


$
1,346,773
(57,363)


95,660
-
-
1,385,070


January
1, 2020
Cash flows
Non-cash changes
Acquisition
Foreign
exchange
movement
Fair value
changes
December
31, 2020

269

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Long-term borrowings
Short-term borrowings
Lease liabilities
Total
liabilities
from
financing activities
$ 1,742,917
(624,167)
-
-
-
1,118,750
250,000
(50,000)
-
-
-
200,000
49,473
(21,450)
-
-
-
28,023



$
2,042,390
(695,617)
-
-
-
1,346,773


270

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(7) Related-party transactions:

  • (a) Names and relationship with related parties
Name of relatedparty
Fine Environment Technologies Co., Ltd
Chang Xin Co., Ltd
Hong Da Investment Co., Ltd.
Fermat Enterprises Ltd.
UNIVERSE ENTERPRISES, LTD.
Ocean Group Ltd.
Sage Holdings Ltd.
OPC Holdings Ltd.
Rise Future International Ltd.
Shen Yang Development Co., Ltd.
Ocean Plastics (Hui Zhou) Co., Ltd.
HUNAN OCEAN WIDE PLASTICS LTD.
Ocean Plastics (Dong Guan) Co., Ltd
Chun Pin Enterprise Co., Ltd.
Chin Yi Ho Hang, Ltd.
Yee Fong Chemical & Industrial Co., Ltd.
Ocean Plastics Urban Land Redeveloping
Council
Relationship with the Company
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
The Company's subsidiar
An associate
Same chairman with the Group
The director of this company is the president of the
Group
The member of the council is the chairman of the
Company
  • (b) Significant transactions with related parties

  • (i) Operating revenues

Subsidiaries 2021
$
120,649
2020
61,529

Except for sales to the parent company, the prices charged approximated the market price. The

271

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

credit terms ranged from 60 to 180 days. Amounts receivable from related parties was uncollateralized, and no expected credit loss were required after the assessment by the management.

272

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(ii) Purchase

Subsidiaries 2021
$
-
2020
58,329
  • (iii) Receivables from related parties
Account Relationship December 31,
2021
$ 34,903
273
$
35,176
December
31, 2020

23,198
325
Accounts payables
Notes payables
Subsidiaries
Subsidiaries
23,523

The trade receivables from related parties over the credit terms should be recorded under other receivable to related parties and long-term accounts receivables due from related parties.

  • (iv) Other transactions with related parties
Account Relationship 2021 2020

28,521
Cost of goods sold Associates $
23,939

The Companycommissioned its associate to operate oil storage tanks. The outstanding balances of management expenses on December 31, 2021 and 2020, were $3,083 thousand and $3,204 thousand, which are presented as ―other payables to related parties‖.

  • (v) Loans to related parties
Ocean Plastics (Dong Guan) Co., Ltd. December 31,
2021
$
91,378
December 31,
2020
91,352

The Company loans to Ocean Plastics (Dong Guan) Co., Ltd., because the trade receivable s from related parties are overdue, that it should be regarded as loans, and the amount was recorded under other receivable to related parties.

(vi) Guarantees

As of December 31, 2021 and 2020, the Company had provided a guarantee for loans taken out by subsidiaries, the credit limit of the guarantee was $1,240,150 thousand and $660,420 thousand.

At December 31, 2021 and 2020, the Company and some of subsidiaries collectively provided lands as collaterals for its long-term and short-term loans, the credit limit of the guarantee was $5,750,000 thousand and $5,350,000 thousand, respectively.

273

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(vii) Leases

In January 2019, the Company leased an high-pressure spherical tank from its associate. A six year lease contract was entered into, and the rent was determined based on the rental rates in the vicinity. The total value of the contract was $52,800 thousand, the Company entered into a lease agreement with the associate to continue leasing spherical tanks that amounted to $148,102 thousand. For 2021 and 2020, the interest expenses were $686 thousand and $156 thousand. As of December 31, 2021 and 2020, the lease liabilities had amounted to $85,179 thousand and $4,388 thousand.

In May 2017, the Company leased from other related parties an office building as its headquarter on Juguang Road, Taipei City, and the land in Zhongli Dist., Taoyuan City. A five year lease contract was signed, and the rent was determined based on land rental rates in the vicinity. The total value of the contract was $37,000 thousand. For 2021 and 2020, interest expenses were 271 thousand and 367 thousand. As of December 31, 2021 and 2020, lease liabilities had amounted 14,552 and 21,681 thousand.

(viii) Providing administrative services to related party

The Company had signed a contract concerning an urban land redeveloping project with the landlords, which was implemented by Chang Xin Co., Ltd. in November 2014. The Company provided administrative services to a related party for land development procedures and received an income of $24,095 (recognized as Other income) for the years ended December 31, 2021. As of December 31, 2021, there is no outstanding balance.

  • (ix) Transaction of properties

1) Disposal of investment properties

In October 2021, the Company sold the land at Jiankang Segment, Zhonghe District, New Taipei City, to the Ocean Plastics Urban Lan Redeveloping Council and received cash compensation. The total land area is 515.91, with a total price of $27,312 thousand. As of December 31, 2021, the transfer procedures had been completed, and there is no outstanding balance. Please refer to note 6 (i) for the investment property details.

(c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Total
2021 2020

6,602
5
1
$ 5,847
-
-
$
5,847

6,608

274

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2021
$ 2,295,851
425,046
32,674
December 31,
2020

2,316,615

439,529
14,831
Property, plant and equipment
Investment property
Other financial assets
Total
Long-term and short-term loans
Long-term and short-term loans
Trust account

$
2,753,571

2,770,975

(9) Commitments and contingencies:

  • (a) Significant Commitments and Contingencies were as follows:

  • (i) The Company‘s unrecognized contractual commitments are as follows:

Acquisition of property, plant and equipment December 31,
2021
$
66,266
December 31,
2020
48,847
  • (ii) The Company‘s outstanding standby letter of credit are as follows:
Outstanding standby letter of credit December 31,
2021
$
1,844
December 31,
2020
15,157

(iii) The joint construction contract signed by the Company for the sale of the built real estate is as follows:

Joint construction method
Joint construction and allocation of
housing units
Project name
Xinglong Section, Wenshan District
  • (iv) The amounts of endorsement and guarantee provided by the Company for the borrowings and business of subsidiaries, please refer to note 7.

  • (b) Major contingent liabilities: None.

(10) Losses due to major disasters: None.

(11) Subsequent Events: None.

275

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(12) Others:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
follows:
By function
**By item **
2021 2020

Cost of
Sale
Operating
Expense
Total Cost of
Sale
Operating
Expense
Total
Employee benefits
Salary 266,206
71,527

337,733

273,443

75,765

349,208
Labor and health insurance
27,644

7,597

35,241

25,013

6,804

31,817
Pension 11,195
3,711

14,906

11,192

3,870

15,062
Director‘s remuneration - 10,153
10,153

-
13,623
13,623
Others 16,064
4,260

20,324

14,815

4,003

18,818
Depreciation 177,320
9,496

186,816

181,539

9,539

191,078
Amortization - - - - - -

For the years ended December 31, 2021 and 2020, additional information of number of employee and employee benefit were as follows:

Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
Rate of change of the average salaries and wages
Salaries of supervisor
2021
457
2020
463
8 8
$
909
912
$
752
767
(1.96)%
$
-
13.13%
-

The Company‘s compensation policy (including directors, managers, and employees) is as follows:

Directors‘ compensation include compensation, salaries and fees. The compensation policy in in Articles of Incorporation was determined based on operating condition. It was reported to the Compensation Committee, being approved in Board of Directors and being notified to shareholders. The fares for directors were determined in Board of Directors and should be paid regardless of its profit. The ones for the directors who double as employees would be determined in Board of Directors based on the peer industry standards.

In the compensation policy for the Company‘s managers and employees, besides their education and experience, it should also consider the operating profit and prospects. The distribution standards depend on production achievement rate, yield rate and net operating profit of the month. Year- end bonus is based on the year profit and varies on each department which means the compensation system is related to the performance of the Company.

276

OCEAN PLASTICS CO., LTD. Notes to the Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the ―Regulations Governing the Preparation of Financial Reports by Securities Issuers‖ for the Company:

  • (i) Loans to other parties:

(In Thousands of New Taiwan Dollars)

Number Name of
lender
Name of
borrower
Account
name
Related
party
Highest balance
of financing to
other parties during
the period
(Note 4)

Ending
balance
(Note 5)
Actual
usage
amount
during the
period
Range of
interest rates
during the
period

Purposes of
fund
financing for
the borrower
(Note 2)


Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad debt
Collateral Collateral Individual
funding loan
limits
(Note 3)

Maximum
limit of fund
financing
(Note 3

Item
Value
0 The
Company
OCEAN
PLASTICS
(DONG
GUAN)
CO.,LTD.
Other
Receivables
and
long-term
Receivables



Yes
99,539
91,378

91,378

-
1 20,649 Operation
Capital
- - 1,325,319 2,650,639

Note 1: The numbering is as follows:

1.―0‖ represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1.

Note 2: Financing purposes:

  • 1 represents a trading counterparty.

  • 2 indicates the necessity of short-term financing.

  • Note 3: The total loans to others shall not exceed 40% of the net value of the Company, and the loans to an individual party shall not exceed 20% of the net value of the Company. The net value is based on the amount disclosed the latest financial statements.

Note 4: The cumulative maximum balance of loans to others from the current year to the reporting month includes the amount transferred from overdue receivables.

Note 5: The highest amounts were approved by the Board of Directors.

  • (ii) Guarantees and endorsements for other parties:

(In Thousands of New Taiwan Dollars)

No.
(Note 1)
Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees and
endorsements for
a specific
enterprise
(Note 3)
Highest

balance for
guarantees and
endorsements
during
the period
(Note 4)
Balance of
guarantees and
endorsements as
of reporting date
Actual usage
amount during
the period


Property
pledged for
guarantees and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and
endorsements to net
worth of the latest
financial statements


Maximum
amount for
guarantees and
endorsements
(Note 3)
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary

endorsements/
guarantees
to third parties
on behalf of
parent company
Endorsements/

guarantees to
third parties
on behalf of
companies in
Mainland China
Name Relationship
with the
Company
(Note 2)
0 The Company UNIVERSE
ENTERPRIS
ES,LTD.

2
3,313,299
20,000

20,000

-
- 0.30%
5,310,278
Y N N
0 The Company Chang Xin
Co., Ltd.

2
3,313,299
1,220,150

1,220,150
(Note 5)

295,567

-
18.41%
5,310,278
Y N N
1 FINE
ENVIRONME
NT
TECHNOLO
GIES CO.,
LTD.





CHANG
XIN CO.,
LTD.


4
7,228
2,999

-
(Note 5)
- 2,999
-
%

11,565
N N N
2 HONG DA
INVESTMEN
T CO.,LTD.


CHANG
XIN CO.,
LTD.


4
81,115
5,134

-
(Note 5)
- 5,134
-
%

202,787
N N N

Note 1: The numbering is as follows:

1.―0‖ represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1.

Note 2: There are the following 7 types of relationship between the guarantee and the guarantor:

  1. Trading counterparty.

  2. The Company holds more than 50% of the voting shares in the entity, directly and indirectly.

  3. The entity holds more than 50% of voting shares in the Company, directly and indirectly.

  4. The Company holds more than 90% of voting shares in the entity, directly and indirectly.

  5. An entity in the construction industry mutually guaranteed pursuant to a project contract.

  6. The stockholders of the Company provide guarantees or endorsements for the entity in proportion to percentage of ownership for joint investment.

  7. Performance guarantees for presale contracts for entities in the same industry pursuant to the Consumer Protection Act.

  8. Note 3: The endorsement and guarantee, provided by the Company and Fine environment Technology Co., Ltd. for a single entity, shall not exceed 50% of the guarantor‘s net worth, and the total shall not exceed 80% of the net worth of the guarantor. The endorsement and guarantee, provided by ChangxinXinye Co., Ltd. for a single party, shall not exceed 80% of the guarantor‘s net worth, and the total shall not exceed 100% of the guarantor‘s net worth. The endorsement and guarantee, provided by Hongda Investment Co., Ltd. for a single entity, shall not exceed 20% of the guarantor‘s net worth, and the total amount shall not exceed 50% of the guarantor‘s net worth.

  9. Note 4: The highest balance of the endorsement guarantee for others in the current year.

  10. Note 5: The company and its 100% direct or indirect subsidiaries pledged their jointly held land as collateral.

277

OCEAN PLASTICS CO., LTD.

Notes to the Financial Statements

(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of holder Category and
name of
security
Relationship
with company
Account
title
Endingbalance Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
The Company Taiwan VCM
Corporation
-
Fair value through
other comprehensive
income equity
instrument

37,062

1,016,326

12.46%

1,016,326
E'DALE
TECHNOLOGY
CO.,LTD.
- 630
37,269

3.38%

37,269

PAN OCEAN INC. - 152
6,890

15.07%

6,890
ULTRA-PAK
INDUSTRIES CO.,
LTD.
- 2,567
31,421

7.00%

31,421
MICROCELL
COMPOSITE
COMPANY
- 237
-
4.32%
-
FUZETEC
TECHNOLOGY
CO., LTD.
-
Designated at fair
value through profit
or loss- current
(stock)
2,945
206,422

7.87%

206,422
CHANG XIN CO.,
LTD.
ULTRA-PAK
INDUSTRIES CO.,
LTD.
-
Fair value through
other comprehensive
income equity
instrument

1,487

18,203

4.06%

18,203
COSMACTIVE
BROADBAND
NETWORKS CO.,
LTD.
- 1
-
0.12%
-
HONG DA
INVESTMENT
CO., LTD.
ACER
INCORPORATED
-
Designated at fair
value through profit
or loss- non-current
(stock)
119
3,615

- %

3,615
UNITED
MICROELECTRON
ICS CORP.
- 29
1,881

- %

1,881

Capital SZSE SME
Price Index
Exchange Traded
Fund -TWD
- 200
3,830

- %

3,830
ULTRA-PAK
INDUSTRIES CO.,
LTD.
-
Fair value through
other comprehensive
income equity
instrument

1,265

15,479

3.45%

15,479
E'DALE
TECHNOLOGY
CO.,LTD.
- 580
34,317

3.11%

34,317
FUZETEC
TECHNOLOGY
CO., LTD.
-
Designated at fair
value through profit
or loss- current
(stock)
2,926
205,106

7.82%

205,106
FINE
ENVIRONMENT
TECHNOLOGIES
CO.,LTD.
MINIMA
TECHNOLOGY
CO., LTD.
-
Fair value through
other comprehensive
income equity
instrument

413

9,919

1.06%

9,919
MICROCELL
COMPOSITE
COMPANY
- 237
-
4.32%
-
FERMAT
ENTERPRISES,
LTD.
FCP I-Global High
Yield Portfolio Class
AT USD.

-
Designated at fair
value through profit
or loss- non-current
(fund)
111
11,269

- %

11,269

AB FCP I-Global
High Yield Portfolio
Class EA USD.

-
24
8,166

- %

8,166
OPC HOLDING
LTD.
AB FCP I-Global
High Yield Portfolio
Class EA USD.

Designated at fair
value through profit
or loss- non-current
(fund)
8
2,596

- %

2,596

AB FCP I-Global
High Yield Portfolio
Class EA USD.
8
2,639

- %

2,639

278

OCEAN PLASTICS CO., LTD. Notes to the Financial Statements

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (ix) Trading in derivative instruments: None.

  • (b) Information on investees:

The following is the information on investees for the years ended December 31, 2021 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars)

Name of investor Name of investee Location Main
businesses and
products
Original investment amount Original investment amount Balance as of December 31,2021 Balance as of December 31,2021 Balance as of December 31,2021 Net income
(losses)
of investee
Share of
profits/losses of
investee
(Note 1)
Note
December 31, 2021 December 31, 2020 Shares
(thousands)
Percentage of
ownership
Carrying
value
The Company CHUN PIN
ENTERPRISE CO.,
LTD.


Taiwan
Storage business 290,000
290,000

29,000

44.62%

417,247

176,458

78,728
Associate
The Company FINE
ENVIRONMENT
TECHNOLOGIES
CO.,LTD.


Taiwan
Plastic product trade 44,792
44,792

1,003

60.76%

8,784

194

117
Subsidiary
The Company CHANG XIN CO.,
LTD.

Taiwan
Land development 2,900,860
2,900,860

290,086

100.00%

1,459,536

5,280

(1,263)
Subsidiary
The Company HONG DA
INVESTMENT CO.,
LTD.


Taiwan
Normal investments 190,000
190,000

19,000

100.00%

281,161

81,241

81,241
Subsidiary
The Company FERMAT
ENTERPRISES, LTD.


British Virgin
Islands

Normal investments
13,887
13,887

450

100.00%

21,943

224

224
Subsidiary
The Company UNIVERSE
ENTERPRISES LTD.

British Virgin
Islands

Normal investments
93,032
93,032

3,000

100.00%

63,612

3,870

3,870
Subsidiary
The Company OCEAN GROUP
LTD.

Samoa
Normal investments 1,069,438
1,069,438

32,900

100.00%

458,536

(11,145)

(11,145)
Subsidiary
HONG DA
INVESTMENT CO.,
LTD.


FINE
ENVIRONMENT
TECHNOLOGIES
CO.,LTD.



Taiwan
Plastic product trade 6,294
6,294

647

39.24%

6,413

194

76
Subsidiary
CHANG XIN CO.,
LTD.

SHEN YANG
DEVELOPMENT
CO.,LTD.


Taiwan
Land development 535
535

1,000

100.00%

535

-
-
Subsidiary
OCEAN GROUP
LTD.

OPC HOLDINGS,
LTD.

British Virgin
Islands

Normal investments
27,850
27,850

450

100.00%

45,558

(516)

(516)
Subsidiary
OCEAN GROUP
LTD.

SAGE HOLDINGS
LTD.

Samoa
Normal investments 800,217
800,217

25,000

100.00%

472,015

(7,542)

(7,542)
Subsidiary
OCEAN GROUP
LTD.

RISE FUTURE
INTERNATIONAL
LTD.


Seychelles
Normal investments 241,371
241,371

7,450

100.00%

(59,089)

(3,086)

(3,086)
Subsidiary

279

OCEAN PLASTICS CO., LTD. Notes to the Financial Statements

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars/In Thousands of USD Dollars)

Na
in
me of
vestee
Main
businesses
and
products
Total
amount
of paid-in capital
(Note 3)
Method
of
investment
(Note 1)
Method
of
investment
(Note 1)
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
(Note 3)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2021
(Note 3)
Accumulated
outflow of
investment from
Taiwan as of
December 31, 2021
(Note 3)
Net
income

(losses)
of the investee
Percentage
of
ownership
Investment
income (losses)
(Note 2)
Book
value
Accumulated
remittance of
earnings in
current period
Outflow Inflow

Co.,Ltd
Ocean Plastics
(Hui Zhou)
Production and sale of
business general soft tape,
foamed latex leather and
rubber leather



800,217
(USD25,000)

(3)
800,217
(USD25,000)

-
- 800,217
(USD25,000))
(7,542) 100.00% (7,542)
472,015

-
Ocean
Guan) Co.
Plastics (Dong
, Ltd.
Production and sales of PU
synthetic leather, foamed
latex leather and rubber
leather



241,371
(USD7,450)

(3)
241,371
(USD7,450)

-
- 241,371
(USD7,450)
(3,086) 100.00% (3,086)
(59,089)

-
(ii) Limitation on investment in Mainland China:
Accumulated Investment in Mainland
China as of December 31, 2021
(Note 3)
Investment Amounts Authorized by
Investment Commission, MOEA
(Note 3)
Upper Limit on Investment
(Note 4)
1,069,438
(USD32,900 thousand)
1,069,438
(USD32,900 thousand)
3,975,958
  • Note 1: Indirect investment in Mainland China through entities registered in a third region.

Note 2: The investment income (loss) was based on the financial statements audited by the investee‘s external accountant.

  • Note 3: The amount of accumulated outflow of investment from Taiwan was translated into New Taiwan dollars at the reporting date.

  • Note 4: The upper limit on investment, calculated based on the amendments to the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China, is 60% of the net equity or consolidated net equity.

(iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of financial statements, are disclosed in ―Information on significant transactions‖.

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Yee Fong Chemical & Industrial Co., Ltd. 12,425,769
5.46%

(14) Segment information:

Please refer to the consolidated financial statements for the year ended December 31, 2021.

280

Ocean Plastics Co., Ltd.

Statement of cash and cash equivalents

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Petty cash
Cash in bank
Description
Check deposits
Demand deposits
Foreign demand deposits (USD$2,588 thousand)
Subtotal
Amount
$ 500
13,626
60,022
71,640
145,288
$
145,788

Statement of notes and trade receivables

Client name
Non-related-parties
Company A
Company B
Company C
Others (individual amounts with less than 5% of the total amount)
Less:Allowance for doubtful accounts
Subtotal
Related-party transactions
Ocean Plastics (Huizhou) Co., Ltd.
Ocean Plastics (Dong Guan) Co., Ltd
Fine Environment Technologies Co., Ltd
Less: Allowance for doubtful accounts
Subtotal
Total
Description
Sales





Amount
$ 91,520
42,163
37,288
556,017
(6,423)
720,565
22,006
12,487
683
-
35,176
$
755,741

281

Ocean Plastics Co., Ltd.

Statement of inventories

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Amount

Item
Raw materials
Work in progress
Finished goods
Subtotal
Less: Allowance for inventory valuation and obsolescence losses
Total
Cost
$ 310,331
45,171
412,966
Cost
$ 310,331
45,171
412,966
Net Realizable
Value

292,220

29,370
393,088

768,468
(53,790)


714,678

$
714,678

Statement of other current assets

Item
Business tax refund receivable
Other receivables–related parties
Excess business tax paid
Prepayment for purchases
Prepaid expense
Others (individual amounts with less than
5% of the total amount)
Description
Business tax refund
Loans to related parties
Overpaid sales tax
Prepayment of raw materials
Prepayment of building sales agency expenses
Amount
$ 5,000
7,996
31,384
3,225
13,996
1,669

$
63,270

282

Ocean Plastics Co., Ltd.

Statement of changes in investments accounted for using the equity method

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Name of investee Beginning Balance Beginning Balance Inc rease Dec rease Investment
income/(loss)
recognized
under equity
method,net
Exchange
difference
on
translation
Unrealized
gains
(losses) on
financial
assets
measured
atfair value
through
other
comprehen
sive.
Ending Balan ce Market
Ass
Value or Net
ets Value
Collateral
Number of
shares
Amount
Number of
shares

Amount
-
-
2,841
(Note3)
4,042
(Note3)
-
-
-
Number of
shares

Amount
69,426
(Note2)
209
(Note3)
-
28,000
(Note2)
-
-
-
Number
of
shares
**Percentage ** Amount

417,247

8,784

1,459,533

281,162

21,944

63,612
458,536
Unit
Price
Total
amount

417,247

8,784

1,459,533

281,162

21,944

63,612
458,536
Chun Pin Enterprises Co., Ltd.
Fine Environment Technologies Co., Ltd
Chang Xin Co., Ltd
Hong Da Investment Co., Ltd.
Fermat Enterprises Ltd
Universe Enterprises Ltd
Ocean Group Ltd
Total
29,000 $ 407,945
1,003
9,099
290,086
1,451,176
19,000
208,921
450
21,720
3,000
59,742
32,900
467,130
$
2,625,733

-

-

-

-

-

-
-
-
-

-

-
-
-
-
78,728
118
5,280
81,241
224
3,870
(11,146)

-

-

-

-

-

-
2,552
-
(224)
236
14,958
-
-
-
29,000

1,003

290,086

19,000
450
3,000
32,900

44.62%

60.76%

100%

100%

100%

100%

100%
14.00
9.91
10.01
17.92
49.15
20.51
13.61

None











$
2,625,733
6,883 97,635
158,315

2,552
14,970
2,710,818

2,710,818

Note1: There is no open market price for these investees, so expressed in net value per share. Note2: Distribute cash dividends 97,426 thousand.

Note3: The realized gain from disposal of land is total 6,674 thousand.

283

Ocean Plastics Co., Ltd.

Statement of financial assets measured at fair value through other

comprehensive income - non-current

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Client name Beginning Balance Beginning Balance Increase Increase Decrease Decrease Gain or loss
**on valuation **
Ending Balance Ending Balance **Collateral ** Accumulated
impairment
Shares or
units
FairValue
Shares or
units
Amount

-
-
-
-
-
Shares or
units
Amount
-
-
-

-
-
Shares or
units
Percentage FairValue

1,016,326

37,269

6,890

31,421
-
Taiwan VCM Corporation
E'dale Technology Co., Ltd.
PAN OCEAN, INC
Ultra Pak Industries Co.,
Ltd.
Microcell
Composite
Company
34,317 $ 1,130,019
630
21,087
152
6,890
3,008
31,013
237
-
$
1,189,009

2,745

-

-

-
-
-
-
-
(441)
-
(113,693)
16,182
-
408
-

37,062

630
152

2,567
237

12.46%

3.38%

15.07%

7.00%

4.32%

None

None

None

None
None
N/A
N/A
N/A
N/A
N/A
$
1,189,009
- - (97,103) 1,091,906

284

Ocean Plastics Co., Ltd.

Statement of other non-current assets

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Refundable deposits
Other financial assets
Prepayments for equipment
Description
The refundable deposits of natural gas pipeline
engineering
Trust account of presold house and real estate
development
Prepayments of machinery and equipment
Amount
$ 15,680
32,674
3,923
$
52,277

Statement of other current liabilities

Item Description Amount
$ 23,453
8,370
3,083
1,946
$
36,852
Lease liabilities-current
Unearned
sales revenue
Other payables to related parties
Others(individual amounts with less
than 5% of the total amount)
Lease obligations payable
Unearned
sales revenue from clients
Oil groove operating expenses to related parties

285

Ocean Plastics Co., Ltd.

Statement of short-term borrowings

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Creditor Type of loan

Credit Loans


Credit Loans
End
balance
$ 50,000
100,000
$
150,000
Contract Period
2021.12.10~2022.1.07

2021.12.30~2022.3.31
**Percentage ** Loan
100,000
150,000
250,000
Collateral Note
First
Commercial
Bank
Chang
Hwa
Commercial
Bank,
Ltd.
Total
1.10%
1.11%
None

Statement of trade payables

Client name
Notes payable
Non-related-parties-
operating
activities
Company D
Others (individual amounts with less
than 5% of the total amount)
Subtotal
Accounts payable
Non-related-parties
Company E
Company F
Others (individual amounts with less
than 5% of the total amount)
Subtotal
Total
Description

Purchases

Purchases

Amount
$ 195,172
13,174
208,346
432,713
129,180
121,861
683,754
$
892,100

286

Ocean Plastics Co., Ltd.

Statement of other payables

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Non-related-parties
Salaries payable
Accrued import and export selling
expenses
Accrued repair and
maintenance
expense.
Others(individual amounts with less than
5% of the total amount)
Othe payable
Total
Description
The employee benefits, year-end bonus and
pension
Cost of shipping for sales of goods
Equipment maintenance expense

(Packing expense, insurance expense and
professional service fees)
Amount
$ 61,940
100,784
15,468
12,519
10,298
$
201,009

Statement of long-term borrowings

Creditor
Description
Hua
Nan
Commercial
Bank, Ltd.
collateral
borrowing
Yuanta
Commercial
Bank Co., Ltd.
collateral
borrowing
KGI
Commercial
Bank Co., Ltd.
collateral
borrowing
Subtotal
Less: current portion
Total
Borrowings
amount
$ 514,583
600,000
20,000
1,134,583
(54,166)
Contract Period
2016.06.29~2031.06.29, Monthly installments of
interest and semiannually repayments of principal
for a term of 24-month.
2019.04.17~2022.04.17, Monthly installments of
interest and repayment of principal at maturity.

2018.02.27~2023.02.27, Monthly installments of
interest and repayment of principal at maturity.


Collateral Note
Land
Land
Land

$
1,080,417

287

Ocean Plastics Co., Ltd.

Statement of other non-current liabilities

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Lease liabilities-non-current
Advance real estate receipts
Provisions
for
employee
benefits- non-current
Guarantee deposits received
Description
Lease obligations payable
Receipts of presold land

Long-term compensated absences liabilities
Deposit for commissioned for goods production
and deposit for land lease
Amount
$ 77,033
32,121
12,002
3,304
$
124,460

288

Ocean Plastics Co., Ltd.

Statement of operating revenue

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Plastic raw materials
Plastic products
Less: Sales return and sales allowance
Net sales revenue
Quantity
87,514tona
34,054tona/1,008thousand yard
Amount
$ 3,605,810
2,137,293
(12,229)
$
5,730,874

289

Ocean Plastics Co., Ltd.

Statement of operating costs

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Raw materials at the beginning of the year
Add: Net purchases
Others
Less: Raw materials at the end of the year
Cost of material sold and others
Raw materials used
Direct labor
Manufacturing expenses
Total Manufacturing costs
Add: Work-in-process at the beginning of the year
Less: Work-in-process at the end of the year
Transferred to expenses and others
Cost of finished goods
Add: Finished goods at the beginning of the year
Less: Finished goods at the end of the year
Transferred to expenses and others
Cost of finished goods sold
Merchandise at the beginning of the year
Net purchases
Less: Merchandise at the end of the year
Transferred to manufacturing expenses
Cost of merchandise sold
Add: Cost of material sold
Adjustment:( idle capacity)
Others
Gain from price recovery of inventory
Disposal of inventory
Added of cost of goods sold
Cost of goods sold
Amount
Subtotal
Total
$ 192,082
4,574,752
144,966
(310,331)
(324,228)
4,277,241
87,753
765,809
5,130,803
34,164
(45,171)
(3,333)
5,116,463
193,662
(412,253)
(5,771)
4,892,101
1,132
145,839
(713)
(2)
146,256
176,926
101,289
1,801
1,234
1,602

282,852
$
5,321,209
Amount
Subtotal
Total
$ 192,082
4,574,752
144,966
(310,331)
(324,228)
4,277,241
87,753
765,809
5,130,803
34,164
(45,171)
(3,333)
5,116,463
193,662
(412,253)
(5,771)
4,892,101
1,132
145,839
(713)
(2)
146,256
176,926
101,289
1,801
1,234
1,602

282,852
$
5,321,209
Amount
Subtotal
Total
$ 192,082
4,574,752
144,966
(310,331)
(324,228)
4,277,241
87,753
765,809
5,130,803
34,164
(45,171)
(3,333)
5,116,463
193,662
(412,253)
(5,771)
4,892,101
1,132
145,839
(713)
(2)
146,256
176,926
101,289
1,801
1,234
1,602

282,852
$
5,321,209




1,132
145,839
(713)
(2)

5,130,803
34,164
(45,171)
(3,333)

5,116,463
193,662
(412,253)
(5,771)








4,892,101
146,256
282,852

176,926
101,289
1,801
1,234
1,602


$

5,321,209

290

Ocean Plastics Co., Ltd.

Statement of administrative expenses

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Export charges
Salaries expense
Freight expense
Miscellaneous expenses
Insurance expense for employee
Professional service fees
Depreciation
Taxes
Repairs and maintenance expense
Others (individual amounts with less than 5% of
the total amount)
Total
Selling
expenses
$ 256,251
27,134
30,172
1,848
2,522
42
1,743
-
1

19,161
Administrative
expenses

-

53,751

8

4,758

4,406

5,126

7,327
5,149

605
9,448
Research and
development
expenses
-

6,277

-

335

669

22

425

-

473

1,725
Total
256,251

87,162
30,180

6,941

7,597

5,190

9,495
5,149

1,079
30,334

$
338,874

90,578


9,926

439,378

Statement of Changes in Property, Plant, and Equipment: Note (6(g))

Statement of Changes in Right-of-use-assets: Note (6(h))

Statement of Changes in Investment property : Note (6(i))

291

Chairman: TAN, KIN-MEN

Ocean Plastics Co., Ltd.

292