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OPC Annual Report 2023

Jul 3, 2023

51776_rns_2023-07-03_6e43f1e0-0ba4-4641-bdf6-434c2ab91e35.pdf

Annual Report

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

OCEAN PLASTICS CO., LTD.

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2022

Annual Report

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Printed on May 19, 2023

(I) Spokesperson and Deputy Spokeperson

Spokesperson Deputy Spokesperson Name: WANG, YI-HO Name: CHIU, CHUN-FU Title: Manager Title: Deputy Manager 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., Chungli 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) Nnames of the certified public accountants who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of the accounting firm to which they belong

Names: CPA YU, SHENG-HO

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) Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: No.

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

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Table of Contents

Contents

Table of Contents
Contents
page
I. Letter to Shareholders 1
II. Company Profile 4
1. Date of Incorporation 4
2. Company History 4
III. Corporate Governance Report 6
1. Organization 6
2. Directors, Supervisors, General Manager, Deputy General Manager, Assistant
Managers and Heads of Departments and Branch Organizations
8
3. Remuneration of Directors, Supervisors, General Manager and Deputy General
Manager in the Most Recent Year
17
4. Implementation of CorporateGovernance 20
5. Information Regarding the Company’s Audit Fee 59
6. Replacement of CPA 60
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
60
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 60
10 percent
9. Relationship information, if among the company's 10 largest shareholders any one
is a related party or a relative within the second degree of kinship of another
61
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 62
companies controlled either directly or indirectly by thecompany
IV. Capital Overview 64
1. Capital andShares 64
2. Corporate Bonds 69
3. PreferredShares 69
4. Global DepositoryReceipts 69
5. Employee StockOptions 69
6. Issuance of New Restricted EmployeeShares 69
7. Status of New Shares Issuance in Connection with Mergers andAcquisitions 69
8. Financing Plans andImplementation 69
V. Operational Highlights 70
1. Business Activities 70
2. Market and Sales Overview 73
3. Human Resources 77
4. The information of employees employed for the 2 most recent fiscal years, and
during the current fiscal year up to the date of publication of the annual report
78
5. LaborRelations 80
6. Cyber Security Operations 83
7. Important Contracts 86
VI. Financial Information 87
1. Five-Year Financial Summary 64
2. Five-Year Financial Analysis 67
page
3. Audit Committee’s Report for the Most RecentYear 70
4. Financial Statements for the Most RecentYear 70
5. Parent company only financial statements audited by CPAs for the most recentyear 70
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 70
financial position of the Company shall bespecified
VII. Review of Financial Conditions, Operating Results, and Risk Management 71
1. FinancialConditions 71
2. FinancialPerformance 72
3. Analysis of CashFlows 73
4. Major Capital ExpenditureItems 73
5. Investment Policy in Last Year, Main Causes for Profits or Losses,
ImprovementPlans and the Investment Plans for the ComingYear
73
6. Analysis and Assessment ofRisks 73
7. Other importantmatters 74
VIII. Special Disclosure 75
1. Summary of Affiliated Companies 75
2. Private Placement Securities in the Most RecentYears 80
3. The Shares in the Company Held or Disposed of by Subsidiaries in the
MostRecent Years
80
4. Other Necessary Items to Be Supplemented 80
5. Any event that had a material impact on the rights of sharholders or the pricesof
securities provided in Subparagraph 2, Paragraph 2, Article 36 of the Securities 80
and Exchange Actoccurred
Appendix 1: Financial Statements in the Most Recent Year 81
Appendix 2: Parent company only financial statements audited by CPAs for the most recent 149
year

I. Letter to Shareholders

Dear shareholders:

In 2022, the global economy is still affected by the Sino-US trade war, the covid-19 pneumonia, and the Ukraine-Russia war. Taiwan's economic situation is also affected by the above factors, and the market sentiment tends to tighten. Compared with 2021, there is little change in revenue for the whole plastic industry, but due to the price fluctuations of upstream petrochemical raw materials, the price difference between VCM raw materials and PVC powder products is smaller in 2022. In terms of export, although the export freight rate has gradually returned to normal levels in the second half of the year, it is still not enough to make the company profitable. Therefore, the profit in 2022 as a whole registered a sharp decline as compared with 2021.

1. Business performance in previous year:

  • (1) 2022 Implementation achievements of business plan:

    • A. The company’s turnover in 2022 consolidated financial statement was NT$6,506,136,000, an increase of NT$15,803,000 (0.24%), compared with NT$6,490,333,000 in 2021; the operating cost rate in 2022 was 94.31%, an increase of 1.78% compared with the operating cost rate in 2021 was 92.53%. The operating gross profit in 2022 was NT$370,138,000, a decrease of NT$114,479,000 from NT$484,617,000 in 2021, and the gross profit margin dropped from 7.47% to 5.69%. The operating expenses in 2022 was NT$561,388,000, an increase of NT$44,370,000, compared with the 2021 operating expenses of NT$517,018,000.

    • B. The net operating loss in 2022 was NT$191,250,000, increase of NT$158,849,000 from the net operating loss of NT$32,401,000 in 2021. The non-operating net profit was NT$183,453,000 due to recognize the share of related enterprises and joint venture profits and losses, etc. under the equity method in 2022. The annual pre-tax net loss was NT$7,797,000, a decrease of NT$360,005,000 compared with the 2021 pre-tax net profit of NT$352,208,000, and deducted the income tax expense NT$34,860,000, making this year’s current net loss NT$42,657,000. Other comprehensive gains and losses for the current period were -NT$515,601,000, and the total comprehensive profit and loss for the current period was -NT$558,258,000.

  • (2) Budget implementation situation

The Company is not required to prepare a 2022 financial forecast, according to the provisions set forth in “Regulations Governing the Publication of Financial Forecasts of Public Companies”.

  • (3) Financial income and expenditure and profitability analysis
Unit: NT$1,000
Item FY2022 FY2021 Increase or
decrease
Increase or
decrease rate
Net Operating Revenue 5,649,875 5,730,874 -80,999 -1.41%
Net Income -42,657 319,368 -362,025 -113.36%

Return on Assets:-0.31%, Return On Equity: -0.68%, Net Profit Margin: -0.76%, and Earnings Per Share: NT$-0.19.

The reason for the decrease in profit: In 2022, 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.

1

(4) R&D Status:

Successful development of soft hollow ball 400nm particle size specification formulation Redox polymerization technology.

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

NonP plasticizer type PVC high soft medical pellets: product A05-S73R is developed.

PVC styrofoam particles: product PCE121-10 is developed.

Eco water-based PU+ Bio-sourced Materials.

2. Summary of the current year's business plan

  • (1) Management policy:

Looking at 2023, the covid-19 pandemic will slow down slightly, but the political and economic situation in various countries around the world is still turbulent, and the problems caused by the Ukrainian-Russian war have not been completely resolved, affecting normal global political and economic operations. We will carefully observe the changes in the overall plastics industry.

  • A. As the government continues to promote the economic revitalization plan, it will drive the overall domestic economic to prosperity.

  • B. To improve the revenue and profit of reinvested subsidiaries is still the direction of our efforts. And to activate idle assets to increase profits is always our established goal.

  • C. In the new year, in addition to increasing production capacity, reducing costs and improving quality, we will strengthen the research and development of new product in line with market demand. We will develop towards high value-added products, and fully control the source of raw material to ensure that there is no shortage of supply to achieve various production goals

  • (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 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:

  • A. Short-term Development:

    • a. In 2023, 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 appl

    • 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.

  • B. 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

2

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.

3. 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

The Sustainable Development Section of Ocean Plastics Co., Ltd. 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.

The company had issued the first Sustainability Report in June 2022 and the results was reported to the Board of Directors yearly in accordance with the content of the "Sustainable Development Roadmap" issued by the Financial Supervisory Commission R.O.C. (Taiwan) on March 9, 2022.

With the rise of the world's environmental protection awareness, energy saving and carbon reduction is already the trend of future development.

The greenhouse gas inventory operation was started in September 2022, and the greenhouse gas inventory and verification schedule was formulated in accordance with the regulations issued by Taiwan Stock Exchange Corporation, the greenhouse gas inventory and report were completed on schedule in 2022.

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

3

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 Chungli City, Taoyuan County.

  • Oct. 1987: The Chungli plant officially commenced operation and the PVC rigid plastics pipes, which had been produced at the Ocean Plastics plant, was relocated to the Chungli 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.

4

Dec. 1994: Ocean Plastics factory received DNV ISO 9002 quality assurance certification. Sep. 1995: Increase in paid-in capital to NT$1,360,467,280.

Jun. 1996: Chungli 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: Chungli 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 Chungli 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 Chungli 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.

July 2020: Xinwu factory passed SGS ISO14001 environmental management system certification and Occupational Safety and Health Management System Certification. June 2022: Publish the first ESG Corporate Sustainability Reports volunteerly.

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 Chungli 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.

5

III. Corporate Governance Report

  1. Organization:

  2. (1) Organizational Chart:

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6

  • (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.

7

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

  2. (1) Directors and Supervisors:

Information of Directors and Supervisors (1)

(1) Directors and Supervisors: (1) Directors and Supervisors: (1) Directors and Supervisors: (1) Directors and Supervisors: (1) Directors and Supervisors: (1) Directors and Supervisors: Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1) Information of Directors and Supervisors (1)
April 21,2023
Title

Nationalit
y or
Place of
corporatio
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
51~60
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.
enoN enoN enoN
Representative
Wang
Hai-Lun
6/30/2018
roDNernD
(Note 1)
(Note 3)
Taiwan
(R.O.C.)
Want Want
Co., Ltd.

M
51~60
7/27/2021 3 5/14/1996
2,976,669
1.31 2,976,669 1.31 - - - - Master, Graduate
Institute of
Finance, National
Chung Cheng
University
Senior Director,
Manager of
Investment
Department, Want
Want Group
enoN None None
Representative
Hung,
Yung-Tsung
1/1/2023
roDNernD
(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
enoN None None None
Representative
Chu
Tsung-Pin
6/30/2012
roDNernD 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 enoN
roDNernD Taiwan
(R.O.C.)

Hsieh
Tzu-Yun
M
71~80
7/27/2021 3 6/30/2000
10,000
0.004 10,000 0.004
-
- - - Chien Kuo Senior
High School

Consulant, Hsin Tai
enoN None None
Travel & Tours

8

Title

Nationalit
y or
Place of
corporatio
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
61~70
7/27/2021 3 6/30/2015
-
- - - - - - - University of
Munich, Germany
PhD
Deputy General
Manager of Fu Jen
Catholic University
None enoN enoN
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
enoN enoN enoN
Independent
Director

Taiwan
(R.O.C.)

Chen
Wei-Lung
M
61~70
7/27/2021 3 7/27/2021
-
- - - - - - - Business
Management
Master of
Business, National
Taiwan University


Independent
Directorof IBF
Financial Holdings
Co.,Ltd., AGV
Products Corp.,
Janfusun
Fancyworld Corp.
enoN enoN enoN
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.
enoN 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) Note 3: The Representative of Want Want Co., Ltd. Changed into Hung, Yung-Tsung from Hsieh, Yu-Chin from Januar 1, 2023.

9

Table 1: Major Shareholders of the institutional Shareholders

April 21,2023
Name of Institutional Major Shareholders
Shareholders Name %
April 21,2023 April 21,2023
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%

Information of Directors and Supervisors (2)

1. Disclosure of directors’ professional qualifications and independence of the independent directors:

Criteri
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
ofthe CompanyAct
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 oftheCompanyAct.
Not applicable None
Director
Hsieh
Yu-Chin
(note 3)
Qualified with the requirement of at
least 5 years work experience, used
to be the Deputy General Manager of
Investment Dept. of Union Insurance
Company, and not been a person of
any conditions defined in Article 30
of the Company Act.
Not applicable None
Director
Hung,
Yung-Tsung
(Note 3)

Qualified with the requirement of at
least 5 years work experience, used
to be Senior Vice General Manager
of Mercuries Life Insurance Co.,
Ltd., Senior Director, Manager of
Investment Department, Want Want
Group and not been a person of any
conditions defined in Article 30 of
the CompanyAct.
Not applicalbe 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
Qualified with the requirement of at
least 5 years work experience, used
to be the chairmanof Xintai Travel
Not applicable None
Tzu-Yun Agency Co., Ltd., and is currently
the consultant of Hsin Tai Travel &
Tours, and not been a person of any
conditions defined in Article 30 of
the Company Act.
Independent
Director
Chang Yi-Yu

n
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 CompanyAct.
(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
CompanyAct.
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

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.

  • Note 3: The Representative of Want Want Co., Ltd. Changed into Hung, Yung-Tsung from Hsieh, Yu-Chin from Januar 1, 2023.

  • 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

The Implementation of the Board’s diversity:

Diversified
core
Name
Basic composition Basic composition Basic composition Basic composition Basic composition Professional background Professional background Professional background Professional background Professional Professional knowledge and skills
knowledge and skills
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
Accounting &
finance
0-3 3-6 6-9
Chairman
TAN,
KIN-MEN


Taiwan (R.O.C.)

M V 71-80 V V V V
V
V
Director
Wang
Hai-Lun
F 51-60 V V V V V V
Director
Hsieh,
Yu-Chin
(Note 1)
M 61-70 V V V V V V
Director
Hung,
Yung-Tsung
(Note 1)
M 51-60 V V V V V V
Director
Chu
Tsung-Pin
M 61-70 V V V V V V
Director
Peter Chen
M 61-70 V V V V V V
Director
Hsieh
Tzu-Yun
M 71-80 V V V V V V
Independent
Director
Chang
Yi-Yun
F 61-70 V V V V V V V
Independent
Director
Hou
Ming-Li
M 51-60 V V V V V V V
Independent
Director
Chen
Wei-Lung
M 61-70 V V V V V V V
Independent
Director
Chien
Hsueh-Li
M 61-70 V V V V V V V

(Note 1): The Representative of Want Want Co., Ltd. Changed into Hung, Yung-Tsung from Hsieh, Yu-Chin from Januar 1, 2023.

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:

ollows:
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
Not having a marital relationship, or a relative within the second
degree of kinshipto anyother director of theCompany
Achived
All director continues 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 2022, 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 10 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 7 to 8 of this annual report – Director’s information).

(2) Information on the Management Team:

Information on the Management Team

April 21,2023 April 21,2023 April 21,2023 April 21,2023
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 of Dongguan 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:

  • A. 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.

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

  • C. 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.

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

16

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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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
4,121 4,121
0
0
0
0
0
0
4,290
-10.06%
4,290
-10.06%
None
0
0
0
0
0
0
0
0
164
-0.38%
164
-0.38%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
-
-
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
97
0.03%
97
0.03%
None
0
0
0
0
0
0
0
0
169
-0.40%
169
-0.40%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
None
0
0
0
0
0
0
0
0
449
-1.05%
449
-1.05%
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 0 0 25 25 169
-0.40%
169
-0.40%
4,121 4,121 0 0 0 0 0 0 4,290
-10.06%

4,290
-10.06%

None
Hsuan
Yang
Investment
Co., Ltd.
Rep.
Wang
Hai-Lun

144
144 0 0 0 0 20 20 164
-0.38%
164
-0.38%
0 0 0 0 0 0 0 0 164
-0.38%
164
-0.38%
None
Want
Want
Co., Ltd.
Rep.
Hsieh
Yu-Chin
144 144 0 0 0 0 25 25 169
-0.40%
169
-0.40%
0 0 0 0 0 0 0 0 169
-0.40%
169
-0.40%
None

Rep.
Hung,
Yung-Tsung
0 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 0 0 - - None
Li
Hsiang
Industrial
Co., Ltd.

Rep.
Chu
Tsung-Pin
144 144 0 0 0 0 25 25 169
-0.40%
169
-0.40%
0 0 0 0 0 0 0 0 169
-0.40%
169
-0.40%
None
Peter Chen 144 144 0 0 0 0 25 25 169
-0.40%
169
-0.40%
0 0 0 0 0 0 0 0 169
-0.40%
169
-0.40%
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
144 144 0 0 0 0 25 25 169
-0.40%
169
-0.40%
0 0 0 0 0 0 0 0 169
-0.40%
169
-0.40%
None
ndependent Director Chang Yi-Yun 424 424 0 0 0 0 25 25 449
-1.05%
449
-1.05%
0 0 0 0 0 0 0 0 449
-1.05%
449
-1.05%
None
Hou Ming-Li 424 424 0 0 0 0 25 25 449
-1.05%
449
-1.05%
0 0 0 0 0 0 0 0 449
-1.05%
449
-1.05%
None
Chen
Wei-Lung
424 424 0 0 0 0 25 25 449
-1.05%
449
-1.05%
0 0 0 0 0 0 0 0 449
-1.05%
449
-1.05%
None
Chien
Hsueh-Li
424 424 0 0 0 0 25 25 449
-1.05%
449
-1.05%
0 0 0 0 0 0 0 0 449
-1.05%
449
-1.05%
None

Note 1: The Representative of Want Want Co., Ltd. Changed into Hung, Yung-Tsung from Hsieh, Yu-Chin from Januar 1, 2023.

17

(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
3,549 3,549 0 0 572 572 0 0 0 0 4,121
-9.66%
4,121
-9.66%

(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
Deputy 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
3,549 3,549 - - 572 572 - - - - 4,121
-9.67%
4,121
-9.67%
None
Assistant
Manager
Shen
Shao-Pin
1,906 1,906 - - 344 344 - - 2,250
-5.27%
2,250
-5.27%
None
Senior
Manager
Chen
Yi-Hsiung
1,501 1,501 - - 256 256 - - 1,757
-4.12%
1,757
-4.12%
None
Manager Chang
Yu-Hui
1,435 1,435 - - 222 222 - - 1,657
-3.88%
1,657
-3.88%
None
Senior
Manager
Peng,
Hung-Chang
1,481 1,481 - - 173 173 - - 1,654
-3.88%
1,654
-3.88%
None

18

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

Unit: NT$1,000
Title Name Stock Cash Total Total to net income
after tax (%)
raoanND President TAN,
KIN-MEN
- - - -
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 2022 ratio of total remuneration paid
to directors, supervisors, general
manager and deputy general manager
to net income(%)
2022 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(%)
2021 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 -16.24 -16.24 3.64 3.64
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 -16.24% in 2022 decreased by 19.88% from 3.64% for 2021. In 2022, 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 2022. The non-operating income is also not as good as expected, resulting in a net loss after tax in 2022, so there is a sharp decline.

  • (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 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 sharing-

19

employee 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 five 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
Director TAN,KIN-MEN 5 0 100% None
Director Hsuan Yang Investment Co.,
Ltd.(representative:Wang
Hai-Lun)
4 1 80% None
Director Want Want Co.,
Ltd.(representative:Hsieh
Yu-Chin)
5 0 100% None
Director Li Hsiang Industrial Co.,
Ltd.(representative:
Chu Tsung-Pin)
5 0 100% None
Independent
Director
Peter Chen 5 0 100% None
Independent
Director
Wang Ju-Keng 5 0 100% None
Independent
Director
Hsieh Tzu-Yun 5 0 100% None
Independent
Director
Chang Yi-Yun 5 0 100% None
Director Chen Wei-Lung 5 0 100% None
Director Chien Hsueh-Li 5 0 100% None
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

20

  • opposed or qualified by the independent directors and were recorded or stated in writing: None.

  • 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: None.

  • 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
(Note 2)
Evaluation
Scope (Note 3)
Evaluation
manner
(Note 4)
Evaluation Content
(Note 5)
Performed once per year 01/012022
~
12/31/2022
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
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
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
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

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

21

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 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.
    
  • 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 August 11, 2022, 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. On December 21, 2022, “Corporate Governance Best-practice Principles” have been revised 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.

  • Note 2: (1) The actual attendance rate (%) is calculated based on the number of meetings of the Board of Directors 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 or supervisor should be listed and the date of re-election should be indicated in the Remarks

22

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:

Total of 4 (A) Audit Committee meetings were held in 2022. The attendance of the independent directors was as follows:

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% None
Independent
Director
Chang Yi-Yun 4 0 100% None
Independent
Director
ChenWei-Lung 4 0 100% None
Independent
Director
Chien Hsueh-Li 4 0 100% None
The Audit Committee exercises the duties and responsibilities stipulated by the Securities and
Exchange Act, the Company Act, and other laws and regulations, and takes 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
FY2022.
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: None.
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 company shall deliver the audit report and follow-up report
to 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 auditplan of the nextyear and the implementation

23

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 2022 to consider, among other things, the matters set forth in Article 14-5 of the Securities and Exchange Act.:

  • Adoption or amendment of an internal control system pursuant to Article 14-1.

  • Assessment of the effectiveness of the internal control system.

  • Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

  • A matter bearing on the personal interest of a director.

  • A material asset or derivatives transaction.

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

  • The offering, issuance, or private placement of any equity-type securities.

  • 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.

  • Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.

  • Any other material matter so required by the company or the Competent Authority.

The implementation in 2022:

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 4~~th~~
meeting of
3nd
Committee
on March
23, 2022

1. Amendments to the Company's Procedures for
acquiring or disposing of assets for review and
approval
2. 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.
3. For preparation of 2021 financial report and
consolidated financial report for determination.





None
After the
chairman
consulted
all the
members
present,
the
motion
was
passed
Submitted to
the 5th
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present

24

4. The Company's 2021 earnings distribution proposal
and 2021 business report for determination.
5. 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.



without
objection.
The 5~~th~~
meeting of
3rd
Committee
on May 11,
2022
1. The Company's 1~~st~~Quarter Report on Consolidated
Financial Statements for Fiscal Year 2022 for
determination.
Submitted to
the 6th
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present
The 6~~th~~
meeting of
3rd
Committee
on Aug. 11,
2022
1. The Company's 2~~nd~~Quarter Report on Consolidated
Financial Statements for Fiscal Year 2022 for
determination.
2.The former manager of the audit office, Lu,
Chien-An will be transferred to the management
department. It is proposed that the special
assistant of the audit office Wu, Shang-Pang be
transferred to be the manager of internal audit for
determination.
Submitted to
the 7th
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present
The 7~~th~~
meeting of
3rd
Committee
on Nov. 3,
2022
1.The Company's 3~~rd~~Quarter Report on Consolidated
Financial Statements for Fiscal Year 2022 for
determination.
Submitted to
the 8th
meeting of 21st
Board of
Directors for
deliberation
and approved
by all directors
present

25

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

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
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
(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”,whichprohibit insiders from trading
None

26

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
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.
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, including 2 female directors, whose
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 11-12 for
details of the diversityof the Board of Directors.
None
(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

27

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 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 will be carried out regularly every year. The result of
Self-Evaluation or Peer Evaluation of 2022 will be sumitted to
Board of Directors on March 14, 2023.
None
(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 23,2022 and March 14,2023 respectively.
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
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 August 11, 2022, the Board of Directors approved to change of the
corporate governance officer into General Manager Office Mr. Chiu,
Chun-Fu, General Manager Office. 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
2022. (see page 27)
None
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
V (1) A website has been set up and company information is regularly
disclosed.
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
of corporate governance? https://www.opc.com.tw/
(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 third quarterly
financial statements and its operations for each
month well in advance of the prescribed
deadline?
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
reportingof annual financial reports within two months after the
year-end.
Communicate
with certified
public
accountants with
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
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
PenaltyCommittee,and the Labor PensionCommittee,the
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
relations policies, and purchasing insurance for
directors and supervisors)?
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, including correspondent
banks, other creditors, shareholders, employees, customers,
consumers, supplier communities, etc.
(5) Directors' and independent directors' continuing education: Please
refer to page 26 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

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
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 21,2022.
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)
Improvement completed:
(1) to disclose the professional qualifications and experience of the members of the audit committee, annual work priorities and operational status in
annual report.
(2) The interim financial statement has been approved by the audit committee and submitted to the board of directors for discussion and resolution.
(3) to disclose the scope of authority and training of the corporate governance supervisor in the website and annual report.
(4) to stablish an information communication security risk management framework, and formulates information communication security policies and
specific management plans at the company’s website.
(5) to publish major news in English simultaneously.
(6) to disclose information related to finance, business and corporate governance at the company’s website.
Improvement priority:
(1) to formulate the standards for the company's insiders to buy and sell the company's stocks.
(2)to strengthen independent communication between independent directors,internal audit supervisors and accountants.

32

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 substantially close business relationship between the CPA
and the Company.
Yes Yes
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

33

(Schedule I)

Education/training for the Company's directors and independent directors in 2022: The term of office of the current directors started on July 27, 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
10/21/2022 Taiwan Corporate
Governance
Association
The Best Practices for
Enterprise Innovation
3 Yes
11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes
Director Peter Chen 10/21/2022 Taiwan Corporate
Governance
Association
The Best Practices for
Enterprise Innovation
3 Yes
11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes
Director Hsieh
Tzu-Yun
10/12/2022 Securities &
Futures Institute
2022 Equity trading
legal compliance
promotion meeting for
insider
3 Yes
11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes
Director Chu
Tsung-Pin
10/12/2022 Securities &
Futures Institute
2022 Equity trading
legal compliance
promotion meeting for
insider
3 Yes
11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes
Director
,oNis
uY
-
nioo
10/11/2022 Taiwan Stock
Exchange
Release of reference
guidelines for
independent directors
and audit committees to
exercise their powers
and directors and
supervisors promotion
meeting
3 Yes
10/21/2022 Taiwan Corporate
Governance
Association
The Best Practices for
Enterprise Innovation
3 Yes
Director Wang
Hai-Lun
10/21/2022 Taiwan Corporate
Governance
Association
The Best Practices for
Enterprise Innovation
3 Yes

34

11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes
Independent
Director
Hou
Ming-Li
11/29/2022 National
Federation of
CPA
Associations of
the R.O.C.
eenYoroon
raoanNmNornM
Sustainable Carbin
3 Yes
12/15/2022 National
Federation of
CPA
Associations of
the R.O.C.
Financial report fraud
and forensic practice
sharing
3 Yes
Independent
Director
Chang
Yi-Yun
04/26/2022 Taiwan Corporate
Governance
Association
Prevention of Labor
Dispute and Corporate
Governance
3 Yes
06/28/2022 Taiwan Corporate
Governance
Association
Quickly interpret and
prepare for ESG
disclosure of corporate
governance 3.0
3 Yes
Independent
Director
Chen
Wei-Lung
07/14/2022 Securities &
Futures Institute
Net Zero Trends:
Practical Observations
on Board ESG
Decision-Making
3 Yes
09/29/2022 Taiwan Stock
Exchange
Release of reference
guidelines for
independent directors
and audit committees to
exercise their powers
and directors and
supervisors promotion
meeting
3 Yes
Independent
Director
Chien
Hsueh-Li
10/21/2022 Taiwan Corporate
Governance
Association
The Best Practices for
Enterprise Innovation
3 Yes
11/25/2022 Taiwan Corporate
Governance
Association
Global Trends and
Business Opportunities
of Low Carbon
Economy and
Enterprise Low Carbon
Innovation
3 Yes

Education/training for the Company's corporate governance officer in 2022:

Name Date Organizer Course Name hours Total
hous
nioY
niYo
-
uY
10/05/2022 Securities & Futures
Institute
2022 Equity trading legal compliance
promotion meetingfor insider
3 9
10/21/2022
Taiwan Corporate
Governance
Association
The Best Practices for Enterprise
Innovation
3
12/06/2022
Taiwan
Corporate
Governance
Association
Global
Trends
and
Business
Opportunities
of
Low
Carbon
Economy and Enterprise Low Carbon
Innovation
3

35

(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 11, Information
of Directors and Supervisors
(2): 1. Disclosure of directors’
professional qualifications
and independence of the
independent directors

Refer to page 11,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 8. 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:

  • A. 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.

  • B. 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:

36

Title Name Attendance
in Person
(B)
By
Proxy
Attendance Rate
(%) (B/A) (Note)
Remarks
Convener Chen
Wei-Lung
3 0 100%
Committee
Member
Hou
Ming-Li
3 0 100%
Committee
Member
Chang
Yi-Yun
3 0 100%
Committee
Member
Chien
Hsueh-Li
3 0 100%
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.

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 3~~rd~~
meeting of 5th
Committee on
March 23,
2022
1. For determination of the
Company's 2021 employee
compensation and director
compensation.
2. The distribution of 2021 the
Company’s director
remuneration, and the the
distributed amount of
managerial officers among
the employee’s remuneration
for determination.



None
All
the
members
present, the motion
was passed without
objection.



Submitted to the
5th
meeting
of
21th
Board
of
Directors
for
deliberation and
approved by all
directors present.
The 4th
meeting of 5th
Committee on
Aug. 11, 2022
1.The former manager of the
audit office, Lu, Chien-An
will be transferred to the
management department. It is
proposed that the special
assistant of the audit office
Wu, Shang-Pang be
transferred to be the manager
of internal audit for
determination.
All
the
members
present, the motion
was passed without
objection.



Submitted to the
7th
meeting
of
21th
Board
of
Directors
for
deliberation and
approved by all
directors present.

37

2. The Director of corporate
governance
was
originally
held by the Manager of
Financial Department Wang,
Yi-Ho, and it is planned to be
replaced
by
Senior
Commissioner in the audit
office Chiu, Chun-Fu for
determination.









The 5th
meeting of 5th
Committee on
Dec. 21. 2022
1. Issueance of 2022 year-end
bonus
for
manager
and
employees.
All
the
members
present, the motion
was passed without
objection.



Reported to the 9~~th~~
meeting of 21th
Board of Director.

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.

38

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

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en 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 November 3, 2022, when the company reported the Compilation
Schedule of Sustainability Report 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 writing. It is expected that the second
Sustainability Report will be issued in 2023 and the results will be reported
to the Board of Directors.

None
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? (note 2)
V The first Sustainability Report is expected to be issued in 2023, covering
the business data from January 1, 2022 to December 31, 2022. 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 managementstrategiesand specific
implementation targets to reduce the impact of related risks.The
management strategies and implementationgoals formulated bythe
None

39

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
company based on environmental, social and governance 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 the platform to put forward
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
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 the platform to put forward
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

40

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
improve efficiency.
4. Increase high value-added products
to create profits and give back to
shareholders and employees.
Economic Corporate
Governance
Management policy: Protect the
legitimate rights and interests of
shareholders and take into account the
interests of other related-parties.
Implementation objectives: Provide an
effective supervision mechanism to
encourage enterprises to make good use
of resources, improve efficiency, and
enhance competitiveness.
lneoaS 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
Management policy: Comply with the
law and prioritize the environment.
Implementation objectives: In

41

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
factory safety compliance with chemical control laws
and regulations, regular drills are held
to ensure zero leakage and zero
pollution.
Environmental Green
Investment and
Transformation
Management policy: Continue to
develop energy-saving, environmental
protection, green, non-toxic,
low-carbon materials and industries.
Implementation objectives:
1. Increase sales of existing green
products.
2. Accelerate the development of other
green materials.
3. Increase the business layout in green
and low-carbon fields.
Environmental Water
Resources
Management
Management policy: Cherish water
resources, enhance the recycling of
groundwater, tap water reduction, and
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.

42

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
5. Chungli Plant replaces old equipment
year by year, improves water
efficiency, implements water
resource management to meet laws
and regulations.
3. Environmental issues
(1) Whether the company has established
appropriate environmental management system
accordingto its industrial characteristics?
V Among our plants in Taiwan, Xinwu Plant, Taoyuan Plant, and Chungli
Plant have all obtained ISO 14001 certification, and are audited by an
objective third party to achieve continuous improvement, to avoid
pollutingthe environment and the earth's ecology.



None
(2) Does the company advise to endeavor to utilize
energy more efficiently and use renewable
materials which have a low impact on the
environment to improve sustainability of
natural resources.




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 Automatic Frequency air
compressors; the Chungli plant replacing high efficiency inverter air
compressor; and the Xinwu plant using LED energy-saving light bulbs
throughout theplant.

None
(3) 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.
upgradingequipment automation and intelligence.









None

43

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
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 Chungli Plant. 4.
Water-based PU synthetic leather was produced at Taoyuan 3rd Plant.
Solar power system and power generation situation of Xinwu Plant,
Taoyuan Plant and Taoyuan3rdplant:
Year
Power generation
(kwh)
Carbon
reduction (mt)
Equivalent
afforestation area
(ha)
2021
2,757
2,784
187
2022
2,709
2,736
184
R&D situation ofgreen buildingmaterials—Cellwood:
Year
Production Capacity
(mt)
Sales Volume (MT)
2021
96.21
37.29
2022
151.04
47.53
(4) 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
Unit:(mtCO2e/mt)
Year
Area 1
Area 2
Area 3
Total
Emissions per unit
product
(mtCO2e/mt)
2021
4,313
41,425
0
45,738
0.3222
2022
3,491
40,180
1,506
45,177
0.3102
Management policy and results: 1. Each plant gradually replaced its
equipment and used low energy consumption equipment. 2. In line with
the " Sustainable Development Roadmap",the companycompleted the




None

44

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
greenhouse gas inventory and verification schedule, and report to the
board of directors on November 3, 2022. 3. Establish a greenhouse gas
inventory team and appoint a consulting company to guide and conduct a
comprehensive inventory.
In water resources management:
Water consumption in the last twoyears(coveringallplants in Taiwan)
Year
water intake
(million
liters)
Discharge
(million
liters)
water
consumption
(million
liters)
water
consumption per
unit of product
(L/MT)
2021
418.56
321.71
96.84
0.6834
2022
414.45
317.33
97.12
0.6595
Management policy and results:The Company continues to improve
its technology and invest in equipment to recycle 391.66 million
liters of water in 2021 and 425.66 million liters of water in
2022.And the temperature controller is used to reduce the starting
times of the cooling fan in the cooling tower. The water saving in
2021 and 2022 is 21.392 metric tons and 18.926 metric tons
respectively.
In waste management:
The amount of hazardous waste and non-hazardous waste in the last
twoyears(coveringallplants in Taiwan)
Year
Hazardous
Industrial Waste
(mt)
Non-hazardous
Industrial Waste (mt)
Amount of waste
per unit of product
(mt/mt)
2021
11.95
655.36
0.00468
2022
11.32
633.93
0.00438
Management policyand results: 1.Adhering to the business attitude
ofgreen environmentalprotection,the waste is divided intogeneral











45

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
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 PPpackingtapes fromgarbage.







4. Social Responsibilities
(1) Does the Company formulate
appropriatemanagement policies andprocedures
in accordance with relevant regulations and
international human rights conventions?
V Abiding by laws and regulations, the Company does not
discriminate or pay differently on the basis ofrace, class, language,
thought, religion, political party, place of origin, place of birth,
gender, gender orientation, age, marital status, appearance, facial
features, disability, horoscope, blood type, or past membership in
any labor union;the same applies to the employment of disabled and
foreign staff.
None
(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
None

46

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
profit in the annual final account, no less than 1% shall be
appropriated for employee compensation
(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
third party to achieve continuous improvement in the protection of
labor safetyand health.








None
(4) Does the Company establish effective career
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
consumerprotectionpolicies and appeal
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






None

47

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
procedures? quality, hoping to improve customer loyalty and establish long-term
cooperation with customers.
In 2022, there was no complaint on violation of customer privacy or
loss of customer information, and no product and service related
violations were fined.
(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 entering the plant to carry out high-risk work, the
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 2022, no special or major deficiencies were found during
inspections of suppliersperforminghigh-risk work.














None
5. Does the companyrefer to internationally V The first SustainabilityReport,which is expected to be issued in None

48

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
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?
2023, is based on the GRI Sustainability Reporting Standards 2021
Edition (Universal Standards: 2016) issued by the Global Reporting
Initiative; 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: ASv3
Type 1 medium warrantybased on theprinciple of accountability).
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 in the future.
7. Other important information to facilitate better understanding of the Company's sustainable development practices:
(1) In accordance with the provisions of the "Sustainable Development Roadmap for Listed Companies" issued by the Financial Regulatory Commission
on March 9, 2022, the company will complete the greenhouse gas inventory and verification schedule in 2022, and establish a greenhouse gas
inventory team and appoint a consulting company to guide and conduct a comprehensive inspection to meet the time schedule stipulated by the
competent authority.
(2) The Company is dedicated to the promotion of social welfare, which is why it founded the Yee Fong Charitable Foundation in 1973 in conjunction
with affiliates such as Yee Fong Chemical & Industrial Co and Chin Yi Ho Hang 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 2022, expenditure of N$19.28 million was allocated to 58 organizations to create a multiplier effect through the benevolence of each organization:
A. Medical subsidies: disease prevention education, elderly and dementia care, visual impairment care, hospice care, in-home bathing, diningtogether
among seniors, etc.
B. Emergencyassistance: medical treatment for thepoor,emergencyrelief,medical care,etc.
  1. 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 in the future.

  2. (1) In accordance with the provisions of the "Sustainable Development Roadmap for Listed Companies" issued by the Financial Regulatory Commission on March 9, 2022, the company will complete the greenhouse gas inventory and verification schedule in 2022, and establish a greenhouse gas inventory team and appoint a consulting company to guide and conduct a comprehensive inspection to meet the time schedule stipulated by the competent authority.

  3. (2) The Company is dedicated to the promotion of social welfare, which is why it founded the Yee Fong Charitable Foundation in 1973 in conjunction with affiliates such as Yee Fong Chemical & Industrial Co and Chin Yi Ho Hang 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.

  4. A. Medical subsidies: disease prevention education, elderly and dementia care, visual impairment care, hospice care, in-home bathing, diningtogether among seniors, etc.

49

Promoting items Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviations from
the "Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies” and
Reasons
uN, en Abstract Illustration
C. Disaster relief: to purchase disaster prevention equipment, repair disaster repair and education publicity.
D. 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:

Companies,and Reasons:
Evaluation Item Implementation Status(Note) Deviations from
the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
uN, en Abstract Illustration
1. Establishment of ethical corporate management
policies 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




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 thepolicies andpractices of
None

50

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
uN, en Abstract Illustration
management policies and practices and the
commitment of the board of directors and senior
management
to
rigorous
and
thorough
implementation of suchpolicies?


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.
(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
(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
preventionprograms 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
theguidelines.
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
ofdishonest behaviour is taken into account,and the company's
None

51

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
uN, en Abstract Illustration
ethical corporate management policies and relevant regulations
will timelybe explained to the transaction object.
(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
(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

52

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
uN, en Abstract Illustration
(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
whistleblowing and reward system, set up
convenient whistleblowing channels and
designated appropriate personnel?
V (1)The Company has set up a suggestion box to facilitate
reporting,and has established the "Employee Work Rules" and 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.
None
(2)Has the company established the standard
operating procedures for investigating reported
misconduct, follow-up measures to be adopted
after the investigation, and related confidentiality
mechanisms?
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

53

Evaluation Item Implementation Status(Note) Implementation Status(Note) Implementation Status(Note) Deviations from
the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
uN, en Abstract Illustration
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.
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. 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.

  2. 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.

54

  • (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.

  • A. Important rules approved at the shareholders' meeting:

  • a. Articles of Incorporation

    • b. Rules of Procedure for Shareholders Meetings

    • c. Procedures for Election of Directors

    • d. Procedures for the Acquisition and Disposal of Assets

    • e. Procedures for Loaning of Funds and Making of Endorsements/Guarantees

  • B. Important rules approved at the board meeting:

    • a. Corporate Governance Best Practice Principles

    • b. Rules of Procedure for Board of Directors Meetings

    • c. Rules Governing the Scope of Powers of Independent Directors

    • d. Remuneration Committee Charter

    • e. Audit Committee Charter

    • f. Self-Evaluation or Peer Evaluation of the Board of Directors

    • g. Procedures for Handling Material Inside Information

    • h. Codes of Ethical Conduct

    • i. Ethical Corporate Management Best Practice Principles

    • j. Procedures for Ethical Management and Guidelines for Conduct

    • k. Operational procedure for preparation and validation of the sustainability report

  • (8) Other Important Information Regarding Corporate Governance:

In accordance with the regulations of the competent authority, the company revised the "Procedures for Handling Inside Information" on December 27, 2022, to add new material information evaluation and approval procedures, document record content and retention period, stock control measures for insider trading companies, etc. and it will be implemented after the approval of the board of directors on March 14, 2023. In addition, in order to implement sustainable development, the company formulated the " Operational procedure for preparation and validation of the sustainability report " as the basis for the preparation of the sustainability report.

55

(9) Internal Control Systems:

  • A. Statement of internal control

Ocean Plastics Co., Ltd. Statement of Internal Control

Date: March 14, 2023

Based on the results of the self-inspection of the internal control system of the Company for the year ended December 31, 2022, 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, 2022, 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 and Exchange Act.

  7. This statement was approved by the board of directors at the board meeting held on March 14, 2023 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

56

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

  • (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 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

  • (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:

  • A. The content and implementation of the important resolutions of the 2022: Annual General Meeting of Shareholder on June 22, 2022:

    • a. To approve the Company's 2021 Annual Report on Operations and Final Accounts.

    • b. To approve the Company’s earnings distribution proposal for 2021.

    • Enforcement: Sept. 1, 2022 is set as the dividend record date, and the distribution has been completed on Sept. 15, 2022 according to the resolution of the shareholders' meeting (a cash dividend of NT$0.7 per share will be distributed).

    • c. Approved the revision of some provisions of the company's "Procedures for Acquisition or Disposal of Assets".

Enforcement: It has been published in the shareholders' meeting minutes and uploaded to the public information observation station.

B. 2. Summary of the Board of Directors meeting:

Date Summary of the meeting contents
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
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 firstquarter of 2022, and the CPA independence evaluation for review and approval.

57

Date Summary of the meeting contents
05/11/2022 1. The Company's loans of funds as of April 2022 for recognition.
2. The Company's Q1 Report on Consolidated Financial Statements for Fiscal Year 2022 for
determination.
3. Continuing to apply for a comprehensive line of credit to the First Bank for determination.
4. In order to obtain and manage the patent rights of CELLwood, the company intends to
form a joint venture with Forward Materials Corporation Ltd. to establish a closed
company for determination.
5. Continuing from the previous case, the joint venture intends to authorize the chairman to
subscribe for 40% of the company's non-voting special shares within a limit of NT$40
million in order to obtain the funds required for the patent rights of CELLwood for
determination.
08/11/2022 1. The Company's loans of funds as of June 2022 for recognition.
2. The Company's Q2 Report on Consolidated Financial Statements for Fiscal Year 2022 for
determination.
3. Continuing to apply for a comprehensive line of credit to the Hua Nan Commercial Bank
Ltd.for determination.
4. 2021 shareholder cash dividend distribution for determination.
5. The former manager of the audit office, Lu, Chien-An will be transferred to the management
department. It is proposed that the special assistant of the audit office Wu, Shang-Pang be
transferred to be the manager of internal audit for determination.
6. The Director of corporate governance was originally held by the Manager of Financial
Department Wang, Yi-Ho, and it is planned to be replaced by Senior Commissioner in the
audit office Chiu,Chun-Fu for determination.
11/03/2022 1. The Company's loans of funds as of September 2022 for recognition.
2. The Company's Q3 Report on Consolidated Financial Statements for Fiscal Year 2022 for
determination.
3. Continuingto financing quota to ChangHua Bank financingfor determination.
12/21/2022 1. The Company's loans of funds as of November 2022 for recognition.
2. The Company's 2023 capital expenditure budget and profit and loss budget for review and
approval.
3. The Company’s 2023audit plan for review and approval.
4. The Company's 2022 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. Amend the Company’s "Corporate Governance Best-Practice Principles" for review and
approval.
6. Assign a dedicated information security supervisor and dedicated personnel to the company
for review and approval.
02/13/2023 1. For the adjustment of the content of the original joint construction contract between the
company and its 100%-owned subsidiaries Changhsin Hsinye Co., Ltd. And Kindom
Development Co., Ltd. for review and approval.
112/03/14 1. The Company's loans of funds as of Feburary 2023 for recognition.
2. 2022 financial report and consolidated financial report for review and approval.
3. The Company's 2022 loss off-setting proposal and 20202business report for review and
approval.

58

  • Date Summary of the meeting contents 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.

    1. In order to implement sustainable development, strengthen the performance of communication with the related-parties, and ensure that the compilation and verification of the sustainability report is completed on schedule, the "Sustainability Report Preparation and Verification Procedures" was prepared for review and approval.

    2. Amendation of “Operating Procedures for Internal major information processing” for review and approval.

    3. The company intends to appoint " KPMG Taiwan’s CPA Yu, Sheng-Ho and Huang, Yung-Hua as the company’s 2023 and 2024 financial report and tax declaration certification accountants for review and approval.

    4. The time and venue of 2023 regular shareholders’ meeting and the agenda thereof 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:

Jobtitle Name rarNnMno
dnaDb
rarNnM
bo,mo,,aS
Na,noMnDDN,onoarononD
bo,mo,,aS
Internal
auditingofficer
Lu, Chien-An 10/01/1999 08/11/2022 Job adjustment
Internal
auditingofficer
Wu, Shang-Pang 08/11/2022 - Job adjustment
Corporate
governance
officer
Wang, Yi-Ho 06/29/2021 08/11/2022 Job adjustment
Coporate
governance
officer
Chiu, Chun-Fu 08/11/2022 - Job adjustment

5. Information Regarding the Company’s Audit Fee:

Unit: NT$1,000

Unit: NT$1,00
Accounting
Firm

Name
of CPA
Period
Covered by
CPA’s Audit


Audit Fee
Non-audit
Fee (Note )
Total Remark
KPMG
Taiwan
Yu,
Sheng-Ho
01.01.2022~
12.31.2022
2,255 90 23455 The service fee for
KPMGacting to
apply for BVI
company (OHL) in
2022

Huang
Yung-Hua

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

59

  • 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.

  • (1) 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.

  • (2) 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: The company's 2022 CPA are changed from Chen, Chen-Chien and Huang, Yung-Hua to Yu, Sheng-Ho and Huang, Yung-Hua in order to cooperate with the rotation of accountants in their firm.

  • 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


Title

Name

2022

2022

As of March 31, 2023

As of March 31, 2023
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman TAN, KIN-MEN - - - -
Director Peter Chen - - - -
Director(Note 2) Hsieh Tzu-Yun - - -
Director Wang Hai-Lun
(Juristicperson
representative of
Hsuan-Yang
Investment)
- - - -
Director Hsieh Yu-Chin
(Juristicperson
representative of
Want-Want)
- - - -
Director(Note 1) Hung, Yung-Tsung
(Juristicperson
representative of
Want-Want)
- - 50,000 -
Director Chu Tsung-Pin
(Juristic person
representative of
Li-Hsiang)
- - - -
Independent
Director
Hou Ming-Li - - - -
Independent ChangYi-Yun - - - -

60

Director
Independent
Director
Chen Wei-Lung - - - -
Independent
Director
Chien Hsueh-Li - - - -
Assistant Manager Shen, Chao-Pin - - - -
Financial Executive
WangYi-Ho
- - - -
Corporate
Goverance
Officer(Note 2)
Chiu, Chun-Fu

Note 1: The Representative of Want Want Co., Ltd. Changed into Hung, Yung-Tsung from Hsieh, Yu-Chin from Januar 1, 2023.

Note 2: The Corporate Governance Officer Wang, Yi-Ho changed into Chiu, Chun-Fu from August 11, 2022.

  • (2)Shares Trading with Related Parties: None.

  • (3)Shares Pledge with Related Parties: None.

  • Relationship information, if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another

Relationship among the Top Ten Shareholders

4.21.2023

4.21.2023
emaN Current Shareholding Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
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 0.90 304,897 0.13 - - - - -
Pei Hsun Enterprise
Industrial Co.,Ltd.
6,796,973 2.99 - - - - - - -
(Juristic person
representative of
Pei Hsun Enterprise
Co., Ltd.)
Yeh,Wen-Hung
- - - - - - - - -
Mercuries Life
Insurance Co., Ltd.
6,749,000 2.97 - - - - - - -
Chen Chi-Yuan 5,669,128 2.49 412,000 0.18 - - Chen
Yen-Hung
Chen
brothers -

61

Chin-Ming
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
277,677 0.12 - - - - Chen
Yen-Hung
Chen
Chin-Ming
Chen
Chi-Yuan
Siblings -
Chen Yen-Hung 4,816,762 2.12 - - - - 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
Chin-Hsiung
brothers -
Peter Chen 3,943,860 1.74 - - - - Chen
Chin-Chuan
brothers -
  1. 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, 2023 Unit: thousand shares; %

As of March 31, As of March 31, 2023 Unit: thousand shares;% 2023 Unit: thousand shares;%
Affiliated Enterprises
(Note)
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

62

FERMAT
ENTERPRISES,LTD.
450 100.00 - - 450 100.00
UNIVERSE
ENTERPRISES,LTD.
- - - - - -
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
Foremost-Oceans NueTeq,
Ltd.
605 40.07 605 40.07

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

63

IV. Capital Overview

1. Capital and Shares:

(1) Source of Capital: May 19, 2022 Unit: Shares; NT$1

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


Shares
Amount Shares Amount Sources of Capital Capital
Increased
by
Assets
Other
than Cash
Other
6/1965 100 300,000
30,000,000

300,000

30,000,000
Cash investment of
NT$30,000,000
enoN
3/1972 100 450,000
45,000,000

450,000

45,000,000
Transfer of surplus to capital of
NT$15,000,000
4/1973 100 600,000
60,000,000

600,000

60,000,000
Transfer of surplus to capital of
NT$15,000,000
101974 100 900,000
90,000,000

900,000

90,000,000
Transfer of surplus to capital of
NT$30,000,000
2/1975 100 1,100,000
110,000,000

1,100,000

110,000,000
Transfer of surplus to capital of
NT$20,000,000
6/1976 100 1,375,000
137,500,000

1,375,000

137,500,000
Transfer of surplus to capital of
NT$27,500,000
8/1796 100 2,138,000
213,800,000

2,138,000

213,800,000
Merger of Yee Fong Plastics
Co., Ltd. NT$76,300,000
5/1977 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
8/1978 100 3,168,516
316,851,600

3,168,516

316,851,600
Transfer of surplus to capital of
NT$38,911,600
6/1979 100 3,802,219
380,221,900

3,802,219

380,221,900
Transfer of surplus to capital of
NT$63,370,300
7/1980 100 4,182,441
418,244,100

4,182,441

418,244,100
Transfer of surplus to capital of
NT$38,022,200
11/1987 10 54,371,733
543,717,330

54,371,733

543,717,330

Change of denomination and
capitalization
of
surplus
by$125,473,230

7/1988 10 65,246,080
652,460,800

65,246,080

652,460,800
Transfer of surplus to capital of
$108,743,470

9/1989 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

9/1991 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

9/1992 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

64

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


Shares
Amount Shares Amount Sources of Capital Capital
Increased
by
Assets
Other
than Cash
Other
9/1993 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

9/1995 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

enrN
1
8/1996 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

enrN
2
10/1996 10 162,306,066 1,623,060,660
162,306,066
1,623,060,660 Cash
capital
increase
of
$49,000,000

enrN
3
7/1998 10 198,175,707 1,981,757,070
198,175,707
1,981,757,070 Capital reserve transferred to
capital of $358,696,410

enrN
4
8/2000 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

enrN
5
8/2005 10 218,488,719 2,184,887,190
218,488,719
2,184,887,190 Transfer of surplus to capital of
$104,042,250

enrN
6
8/2006 10 227,228,268 2,272,282,680
227,228,268
2,272,282,680 Transfer of surplus to capital of
$87,395,490

e
nrN
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

  • 6 Approved by the Financial Supervisory Commission, Executive Yuan (94.7.12), Financial Supervisory Commission No. 0940128031

  • 7 Approved by the Financial Supervisory Commission, Executive Yuan (95.6.29), Financial Supervisory Commission No. 0950127211

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

04/21/2023

65

Status
Item

Government
Agencies
Financial
Institutions
Domestic
Trust
Other Juridical
Persons
Domestic
Natural Persons
Foreign
Institutions &
Natural Persons
Total
Number of
Shareholders
- 1 2 41 4,003 51 4,098
Shareholding
(shares)
- 6,749,000 5,458,771 49,951,396 154,421,098 10,648,003 227,228,268
Percentage - 2.97 2.40 21.98 67.97 4.68 100
(3) ShareholdingDistribution Status(face value of $10per share)04/21/2023 (3) ShareholdingDistribution Status(face value of $10per share)04/21/2023 (3) ShareholdingDistribution Status(face value of $10per share)04/21/2023 (3) ShareholdingDistribution Status(face value of $10per share)04/21/2023
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

04/21/2023

04/21/2023
Shares
Shareholder's Name

Shareholding
Percentage %
Yee Fong Chemical & Industrial Co., Ltd.
Pei-Hsun Enterprise Co., Ltd.
Mercuries Life Insurance Inc.
Chen Chi-Yuan
Henchi Investment Trust Account
Chen Yen-Hung
Chen Fang-Fu
TAN, KIN-MEN
Chen Chin-Chuan
Peter Chen
12,425,769
6,796,973
6,749,000
5,669,128
5,447,771
4,816,762
4,767,384
4,695,202
4,359,243
3,943,860
5.47
2.99
2.97
2.49
2.40
2.12
2.10
2.07
1.92
1.74

66

(5) Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$

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

mrNm
uu
2021 2022 As of March 31, 2023
(Note 8)
Market Price
per Share
(Note 1)
Highest Market Price 42.70
38.90

37.50
Lowest Market Price 31.85
30.90

32.70
Average Market Price 35.26
33.80

35.22
Net Worth
per Share
(Note 2)
Before Distribution 29.16 26.03 25.15
After Distribution 28.46 26.03 25.15
Earnings per
Share
(Note 3)
Weighted Average Shares 220,685,552 220,685,552 220,685,552
Earnings Per Share 1.45 -0.19 0.59
Dividends
per Share
Cash Dividends 0.70 - -
stock
grants
Dividends from
Retained Earnings
- - -

Dividends from
Capital Surplus
- - -
Accumulated Undistributed
Dividends(Note 4)
- - -
Return on
Investment
Price / Earnings Ratio(Note 5) 24.32 -177.89 -
Price / Dividend Ratio
(Note 6)
50.37 - -
Cash Dividend Yield Rate
(Note 7)
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.

(6) Dividend Policy and Implementation Status

A. 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.

67

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.

  • B. Proposed Distribution of Dividend: The proposed no distribution at the shareholders' meeting.

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

  • (8) Employee Bonus and Directors' and Supervisors' Remuneration:

  • A. 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.

  • B. 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:

    • a. 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, net loss before tax for the

    • current period, so it is not applicable

    • b. 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.

    • c. 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.

  • C. Distribution of for this year approved in Board of Directors Meeting:

    • a. Distributed amount of remunerations of employee and director in cash or stock: None

    • b. The amount of employee remuneration distributed by stock and its proportion to net income after tax and total employee remuneration in the non-consolidated or individual financial report of the current period: Not applicable.

  • D.Information of Earnings Set Aside for Employee Bonus and Directors’ and Supervisors’Remuneration for Last Year:

    • a. Actual distributions: Directors' remuneration $6,108,000 in cash and no employees' remuneration $4,671,00 0in cash.

68

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

  • (9) Buyback of Treasury Stock: None.

  • Corporate Bonds: None.

  • Special share: None.

  • Global Depository Receipts: None.

  • Employee Stock Options: None.

  • Issuance of New Restricted Employee Shares: None.

  • Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

  • Financing Plans and Implementation: None

69

V. Operational Highlights

1. Business Activities:

(1) Business Scope:

  • A. 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.

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.

B. Revenue distribution:

operating weight of each business is as follows

FY
tmud rP niaM
2021 2022
Plastic Cloth 14.08% 18.09%
Synthetic leather 2.18% 2.86%
Plastic Building
Materials
14.08%
14.09%
Plastic Materials 69.66% 64.96%
Total 100.00%
100.00%

C. 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.

70

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.

  3. 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.

  4. 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. The existing customers of synthetic leather will also turn to conservative orders and urgent orders at the beginning of 2023 due to the impact of a large amount of global inventory pressure. Potential new customers at domestic and abroad have also begun to cooperate with the development due to the requirements of green environmental protection. After the border was reopened in March, they began to visit each other one after another. It should become normal in May.

In terms of pipe materials, this year’s prosperity is generally bearish, mainly due to weak end market demand in Europe and the United States, interest rates continue to rise, and prices of commodities and raw materials are still high. The kinetic energy of the project still exists, social housing, improvement of electronic network, power plant and military barracks construction projects have started one after another, so the kinetic energy of the construction market is still active, but the price of building materials and labor continues to rise, resulting in a slowdown in the economy.

71

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 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:

  • A. Recent Annual Expenses:

    • NT$10,288,818,000 for 2022.
  • B. Technology or products successfully developed in 2022:

    • Successful development of soft hollow ball 400nm particle size specification formulation Redox polymerization technology.

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

NonP plasticizer type PVC high soft medical pellets: product A05-S73R is developed.

PVC styrofoam particles: product PCE121-10 is developed.

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

  • A. Short-term Development:

    • a. 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.

    • b. 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.

    • c. 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.

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

  • B. Long-term Development:

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

72

  - b. 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.

  - c. 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.

  - d. 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.

  - 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.
  1. Market and Sales Overviwe:

  2. (1) Market Analysis:

  3. A. Sales (Service) Region:

Plastic cloth: Domestic sales 29.492%; export sales 70.51%, mainly in North America and the Middle East, etc.

Plastic Building Materials: 100% domestic sales.

Synthetic leather: Domestic sales 46.81%; export sales 53.19%, mainly in China and European countries ect.

Plastic Materials: Domestic sales 24.22%; export sales 69.4`%, mainly in South Asia and Japan ect.

  • B. Market Share (%):
Product Name Plastic cloth Syntheticleather Plastic Building
Materials
Plastic
Materials
Market Share 7.39% 8.26% 7.23% 5.98%
  • C. 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

73

the manufacturing process towards automatic equipment, and has developedspecial impact and vibration resistant pipes, core layer foam pipes to reduce noise, and CD flexible pipe and long radius bend 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, 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.

Plastic Pellet: We plan to increase production lines in key markets to reduce transportation costs and tariff barriers, and develop customized plastic pellets to pave the wayfor future growth.

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 banbury mixer, 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

74

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.

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 IC packaging tubes, and newly developed PVC extrusion pellets for large thicktransparent tubes are used for electronics companies’ corrosive and toxic material outer protection tubes.

(3) Supply Status of Main Materials:

medicalgrade plastic pellets; non-halogenated environmental pellets are
for IC packaging tubes, and newly developed PVC extrusion pellets
thicktransparent tubes are used for electronics companies’ corrosive
material outer protection tubes.
(3)SupplyStatus of Main Materials:
medicalgrade plastic pellets; non-halogenated environmental pellets are
for IC packaging tubes, and newly developed PVC extrusion pellets
thicktransparent tubes are used for electronics companies’ corrosive
material outer protection tubes.
(3)SupplyStatus of Main Materials:
medicalgrade plastic pellets; non-halogenated environmental pellets are
for IC packaging tubes, and newly developed PVC extrusion pellets
thicktransparent tubes are used for electronics companies’ corrosive
material outer protection tubes.
(3)SupplyStatus of Main Materials:
Main raw materials
Name Source of Supply Supply Situation
PVCpowder 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

75

  • (4) List of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each

  • A. 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
2021 2022 2023 (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
2,938,718
64.8 business
dealings
A Company 1,921,384 47.97 business
dealings
A Company 490,335 50.62 business
dealings
2 B Company 1,065,470 12.4 " B Company 956,453 23.88 " B Company 152,308 15.72 "
3 Others 570,564 22.8 " Others 1,127,567 28.15 " Others 326,097 33.66 "
net purchase
amount

4,574,752
100.00 net purchase
amount

4,005,405
100.00 net purchase
amount

968,740
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.

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

76

(5) Production in the Last Two Years:

FY
Output
Major products
FY
Output
Major products
2021 2022

Capacity
Production
volume
output value
($1,000)
Capacity Production
volume
output value
($1,000)
Plastic(ton) 21,500 13,785 964,436 21,500 12,130 834,251
PE foam(ton) 0
0
0 0
0
0
Synthetic leather
(thousandyards)
3,500 722 158,400 5,000 992 200,275
Plastic building
materials(ton)
15,000 15,917 752,257 16,000 15,801 708,397
Plastic materials
(ton)
125,000
119,232
4,528,627 125,000
118,991
4,157,659
lnraS (ton) 161,500 148,934 6,245,320 162,500 146,922 5,700,307
(1000
yards)
3,500 722 158,400 5,000 992 200,275

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

(6) Sales for the (6) Sales for the last two years: last two years: last two years: last two years: Amount: NT$1,000 Amount: NT$1,000 Amount: NT$1,000 Amount: NT$1,000
FY
Sales
Main Products
2021 2022
DomesticSales Export DomesticSales Export
Qty Value Qty Value Qty Value Qty Value
Plastic(ton) 3,809 248,164 8,229 520,028 3,402 236,995 8,583 714,007
PE foam(ton) 244 35,890 172 24,158 221 33,133 216 38,996
Synthetic leather
(thousandyards)
0 0 0 0 0 0 0 0
Plastic building
materials(ton)
375 78,106 329 50,329 328 77,449 588 84,346
Plastic materials
(ton)
15,190 827,857 0 0 15,012 797,237 0 0
Plastic(ton) 34,907 1,409,118 64,406 2,694,419 26,615 971,628 74,439 2,707,065
ll (ton) 53,906 2599135 72,635 3288934 45,029 2116442 83,022 3,544,414
nra (1000
yards)
619 ,, 501 ,, 549 ,, 804
  1. The information of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report

March 31, 2023

March 31,2023
c uu 2021 2022 Current year ending
March 31, 2023
smeSnlNN, Management Staff 62 63 64
Direct labor 141 142 140
Indirect Labor 250 249 247
Total 453 454 451
Average age 44.77 45.09 45.17
Average seniority 14.46 14.35 14.27
a - - - -

77

MA 8.38% 8.81% 8.65%
BA 47.46% 45.38% 45.90%
High School 32.24% 33.48% 33.48%
Below high
school
11.92% 12.33% 11.97%

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:

A. 2022

nt year and up
A. 2022
to the printing date of the annual report:
Date 5.27.2022
Order No. 20-111-050036
Violation Paragraph 2,Article 24 of Air Pollution Prevention Act
Description The pipeline at the inlet of the fluidized bed dryer(pollution source, E070)
connected to the storage bin(pollution source, E094) was broken, causing
the granular matter to float into the atmosphere.
Penalties Fine of NT$100,000
Environment lecture 2 hours
Date 11.25.2022
Order No. 34-111-110005
Violation Paragraph 3, Article 39 of Toxic and Concerned Chemical Substances
Control Act and Paragraph 4, Article 6 of Management Regulations for
the Response Equipment and Detection and Alarm Equipment of Toxic
Chemical Substances
Description The Environmental Protection Bureau found that the emergency
equipment and detection and alarm equipment plans of the company were
reported in January 2019, and it has not been reviewed for more than 2
years, which has violated regulations.
Penalties Fine of NT$100,000
Environment lecture 2 hours
Date 12.28.2022
Order No. 34-111-120009
Violation Paragraph 5, Article 8, Paragraph 5 of Toxic and Concerned Chemical
Substances Control Act, and be sanctioned in accordance with Paragraph
1,Article 59 of Toxic and Concerned Chemical Substances Control Act
Description The approval document of Taoyuan No. 2 factory was valid until April 6,
2022, and the company sent a letter to Taoyuan City Government for
applying an extension of the approval document on April 25, 2022, and
received the approval document on July7,2022,but the companydid not

78

submit an application for extension within three to six months before the expiration of the approval document, which resulted in the Taoyuan City Government being unable to make a decision on approval before the expiration of the approval document. And in this period, the company continued operation (use) of toxic chemical substances (triethylamine) hat has violated the provisions of Paragraph 4, Article 8 of Toxic and Concerned Chemical Substances Control Act that was provided in Paragraph 5, Article 8 of Toxic and Concerned Chemical Substances Control Act. Penalties  Fine of NT$60,000  Environment lecture 2 hours

B. As of March 31, 2023:

. As of March 31, 2023:
Date 3.06.2023
Order No. 20-112-020015
Violation Paragraph 2,Article 23 of Air Pollution Control Act
Description 1. Taoyuan factory of the company has a stationary pollution source
certificate issued by the Taoyuan City Government (PVC Chemical
Manufacturing Procedure - Polyvinyl Chloride PVC Plastic
Manufacturing Procedure M01), Certificate No. H6010-01.
2. The Environmental Protection Bureau went to the factory site for
inspection on January 9, 2023, the pollution source is operating, they
found that the wastewater collection system, the wastewater liquid in
the conveying channel and the storage unit equipment V540 in the
process area were in contact with the atmosphere, which violated
Paragraph 2, Article 23 of the Air Pollution Control Act and Article 10
of Air Pollution Control and Emissions Standards for the Vinyl
Chloride Monomer and Polyvinyl Chloride Manufacturing Industry,
therefore, the company was punished according to Air Pollution
Control Act.
Penalties Fine of NT$450,000
Environment lecture 2 hours

(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.

79

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 2021, according to the General Accounting Office of the Executive Yuan, there is a 15.8% 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:

  • A. 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.

  • B. 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.

80

  • C. 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.

D. 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.

  • E. 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:

Internal training Internal training External training External training
Courses People People hours Courses People People hours
206 1,587 5,069 130 266 1532.5

(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.

  • A. 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.

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

  • C. 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

  • A. 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.

  • B. Regular fire training and emergency response trainingIn addition, the Company implements

81

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.

  • A. 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

  • B. 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, 553 employees have retired under theEmployees' Retirement Plan as of the end of 2022. As of December 31, 2022, the Company had depositeda total of NT$270,097,104 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
uooaoeN gaon
uo
-
n
ARDF Tax practice and case analysis for “Cross Border
E-Commerce”
3
ARDF Analysis of the latest securities and financial tax
laws and professional standards
3
ARDF Analysis of Competent Authorities Reviewing
Financial Statements and Significant Information
3
ARDF Case Analysis for "Insider Trading" and Legal
Responsibilities Discussion
3

82

Dept.
Name
Organizer Course Hours
Accounting Cheng,
Kuo-Nan
ARDF Seminar of the latest annual profit-making
business income declaration
3
Self-compiled Issues and Response Practices of
the lastest “Corporate Governance 3.0 -
sustainable development roadmap”
3
Analysis of the latest securities and financial tax
laws and professional standards
3
Self-compiled Issues and Response Practices:
Accounting estimate and impairment of assets
3
YborOMMoeN nioY
niYo
-
uY
Internal Audit
Association
Practice of Self-Evaluation 6
Auditing Collection and Payment Cycles 6
gY
liaon
-
gaon
Internal Audit
Association
Practice of Self-Evaluation 6
Pre-employment Training Seminar of 1st-time
Internal auditors
18
How Auditors Detect Financial Statement Fraud 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

  • (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:

A. 1) Cyber Security Risk Management Framework:

There are Information Security Section and Information Management Section established in the

Information Department of the company. The Director of Information Department coordinates the formulation, implementation, and risk management of information security and protection related policies etc. the appropriate personnel will be allocated in these two sections according to business needs and relevant laws and regulations; besides the management specialist of information security, the Information Security Section will be allocated one director and speciatlist for information security of the company.

The information department of the company is the dedicated execution unit of cyber

83

security risk management, The Director of Information Security Section regularly reports to the board of directors on the effectiveness of information security management, issues and directions related to information security. In order to ensure that internal operations that comply with information security-related standards, procedures, and regulations, the internal audit unit regularly conducts inspections in accordance with relevant regulations, reviews and recommends improvements to information security and information protection guidelines and policies, and implements the effectiveness of information security management measures.

The information department 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 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.

B. Cyber Security Policies

In order to comply with Article 18 of the Cyber Security Management Act and the Cyber

84

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.

  • C. Concrete Management Programs and Investments In Resources For Cyber Security Management; this company’s cyber security protection and control measures are as follows: a. 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.
  • b. 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.

  • c. 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.

  • d. 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.

  • e. Backup mechanism

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

  • f. 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

85

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

86

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

FY
ITEM
FY
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) Financial
information
for the year
ended March
31, 2023
(Note 1)
2018 2019 2020 2021 2022
Current Assets 1,825,538 1,857,147 2,006,284 2,656,901 1,984,152 2,223,786
Property, plantand
equipment
3,822,843 3,595,365 3,522,618 3,450,776 3,378,266 3,375,007
Intangible assets - - - - - -
Other Assets 5,998,554 6,122,994 6,646,260 6,872,506 6,423,775 6,553,366
Total assets 11,646,935 11,575,506 12,175,162 12,980,183 11,786,193 12,152,159
Current
liabilities
Before
Distribu-
tion
1,096,126 1,068,829 1,004,885 1,474,042 1,080,139 1,201,043
Before
Distribu-
tion
1,096,126 1,068,829 1,232,113 1,633,102 1,080,139 -
Non-Current
liabilities
5,203,710 5,179,211 4,566,160 4,879,544 4,792,194 5,235,954
Total
liabilities
Before
Distribu-
tion
6,299,836 6,248,040 5,571,045 6,194,526 5,872,333 6,436,997
Before
Distribu-
tion
6,299,836 6,248,040 5,798,273 6,353,586 5,872,333 -
Equity attributable
to owners of the
parent company
5,347,099 5,327,466 6,604,117 6,626,597 5,913,860 5,715,162
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 14,335 18,915 18,915
Retained
Surplus
Before
Distribu-
tion
2,688,839 2,805,902 3,507,899 3,603,417 3,412,027 3,097,216
Before
Distribu-
tion
2,688,839 2,805,902 3,280,671 3,444,357 3,412,027 -
Other Equity 414,374 277,678 852,332 772,751 246,824 362,937
Treasurystock (36,189) (36,189) (36,189) (36,189) (36,189) (36,189)
Non-controlling
interests
- - - - - -

87

Before
Distribu-
tion

5,347,099
5,327,466 6,604,117 6,626,597 5,913,860 5,715,162
Before
Distribu-
tion

5,347,099
5,327,466 6,376,889 6,467,537 5,913,860 -

Note 1: The accompanying consolidated financial information for the years ended December 31, 2023 has

been audited and cleared by our auditors.

Note 2: The 2023 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

FY
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) Financial
information
for the year
ended March
31, 2023
(Note 1)
2018 2019 2020 2021 2022
Operating
Income
4,776,323 4,656,690 4,980,018 6,490,333 6,506,136 1,331,591
Gross profit 185,738 209,701 600,125 484,617 370,138 162,912
Operating Profit
and Loss
(141,807) (112,859) 232,694 (32,401) (191,250) 66,894
Non-operating
income and
expenses
137,385 248,322 169,019 384,609 183,453 80,421
Pre-tax profit (4,422) 135,463 401,713 352,208 (7,797) 147,315
Net income (loss)
for the period from
continuing
operations
(26,411) 117,676 374,097 319,368 (42,657) 130,848
Loss from
discontinued
operations
(45,383) (589) 341,055 0 0 0
Net income (loss)
for theperiod
(71,794) 117,087 715,152 319,368 (42,657) 130,848
Other
omprehensive
income (net of tax)
for theperiod
12,935 (136,720) 561,499 (76,203) (515,601) 116,113
Total
comprehensive
income for the
period
(58,859) (19,633) 1,276,651 243,165 (558,258) 246,961
Net income
attributable to
(71,794) 117,087 715,152 319,368 (42,657) 130,848

88

owners of parent
company
Net income
attributable to
noncontrolling
interests
0 0 0 0 0 0
Total
omprehensive
income
attributable
to owners of the
parent company
(58,859) (19,633) 1,276,651 243,165 (558,258) 246,961
Total
omprehensive
income and loss
attributable to
noncontrolling
interests
0 0 0 0 0 0
Earnings per share (0.33) 0.53 3.24 1.45 (0.19) 0.59

Note 1: The accompanying consolidated financial information for the years ended December 31, 2023 hasbeen audited and cleared by our auditors.

Condensed Balance Sheet – Non- consolidated Financial Reports

Unit: NT$1,000

FY
ITEM
FY
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)
2018 2019 2020 2021 2022
Current Assets 1,401,081 1,328,403 1,341,590 1,885,899 1,306,433
Property, plant and
equipment
3,645,994 3,458,318 3,367,983 3,304,874 3,241,123
Intangible assets 0 0 0 0 0
Other Assets 3,749,318 3,760,328 4,461,111 4,509,055 3,886,952
Total Assets 8,796,393 8,547,049 9,170,684 9,699,828 8,434,508
Current
liabilities
Before
Distribu-
tion
1,020,905 993,074 939,739 1,345,351 976,543
Before
Distribu-
tion
1,020,905 993,074 1,166,967 1,504,411 976,543
Non-Current
liabilities
2,428,389 2,226,509 1,626,828 1,727,880 1,544,105
Total
liabilities
Before
Distribu-
tion
3,449,294 3,219,583 2,566,567 3,073,231 2,520,648

89

Before
Distribu-
tion
3,449,294 3,219,583 2,793,795 3,232,291 2,520,648
Equity attributable to
owners of the parent
company
5,347,099 5,327,466 6,604,117 6,626,597 5,913,860
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 14,335 18,915
Retention
Surplus
Before
Distribu-
tion
2,688,839 2,805,902 3,507,899 3,603,417 3,412,027
Before
Distribu-
tion
2,688,839 2,805,902 3,280,671 3,444,357 3,412,027
Other Equity 414,374 277,678 852,332 772,751 246,824
Treasury stock (36,189) (36,189) (36,189) (36,189) (36,189)
Non-controlling
interests
0 0 0 0 0
Total Before
Distribu-
tion
5,347,099 5,327,466 6,604,117 6,626,597 5,913,860
equity Before
Distribu-
tion
5,347,099 5,327,466 6,376,889 6,467,537 5,913,860

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

Condensed Consolidated Income Statement - Non- consolidated 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
FY
ITEM

Financial information for the last five years (Note 1)
2018 2019 2020 2021 2022
Operating revenue 4,365,960 4,456,187 4,408,155 5,730,874 5,649,875
Gross profit from
operations
135,265 129,257 461,363 409,665 219,302
Operating profit or
loss
(127,370) (142,967) 151,313 (30,147) (244,428)
Non-operating
income and expenses
77,542 277,778 578,807 375,305 214,585
Pre-tax profit (49,828) 134,811 730,120 345,158 (29,843)
Net income (loss)
for the period from
continuing
operations
(71,794) 117,087 715,152 319,368 (42,657)
Loss from
discontinued
operations
0 0 0 0 0

90

Net income (loss)
for theperiod
(71,794) 117,087 715,152 319,368 (42,657)
Other omprehensive
income (net of tax)
for theperiod
12,935 (136,720) 561,499 (76,203) (515,601)
Total
comprehensive
income for the
period
(58,859) (19,633) 1,276,651 243,165 (558,258)
Net income
attributable to
owners of parent
company
(71,794) 117,087 715,152 319,368 (42,657)
Net income
attributable to
noncontrolling
interests
0 0 0 0 0
Total omprehensive
income attributable
to owners of the
parent company
(58,859) (19,633) 1,276,651 243,165 (558,258)
Total omprehensive
income and loss
attributable to
noncontrolling
interests
0 0 0 0 0
Earnings per share (0.33) 0.53 3.24 1.45 (0.19)

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
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
2022 Yu Sheng-Ho
Huang, Yung-Hua
Unqualified opinion and description of other matters
  1. Five-Year Financial Analysis:

91

Financial Analysis - Consolidated Financial Reporting

FY(Note 1)
ITEM
FY(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,
2023

Remark
2018 2019 2020 2021 2022
Financial
Structure
Debt to assets ratio 54.09 53.98 45.76 48.95 49.75 52.97
Long-term capital to
property, plant and
equipment
275.99 292.23 317.10 333.44 316.43 324.48
Solvency
Current Ratio 166.54 173.76 199.65 180.25 183.69 185.15
Quick Ratio 108.30 115.99 133.80 106.67 122.57 128.05
Interest coverage multiple (0.76) 5.91 21.28 23.87 0.57 26.57
Operating Capabilities Receivables turnover rate
(times)
6.87 7.06 7.93 8.91 9.27 7.81
Average collection days 53.12 51.69 46.02 40.96 39.37 46.75
Inventory turnover rate
(times)
7.42 7.35 7.38 7.33 7.32 7.35
Average sales days 49.19 49.65 49.45 49.79 49.86 49.63
Turnover rate of accounts
payable(times)
9.49 8.15 8.62 8.20 8.36 8.77
Property, plant and
equipment turnover rate
(times)
1.25 1.30 1.41 1.88 1.93 1.58 Note 1
Total assets turnover rate
(times)
0.41 0.40 0.41 0.50 0.55 0.44
Profitability Return on Assets(%) (0.43) 1.21 6.16 2.64 (0.22) 1.13 Note 2
Return on equity (%) (1.42) 2.19 11.99 4.83 (0.68) 2.25 Note 2
Net income before income
tax topaid-in capital(%)
(2.19) 5.96 17.68 15.50 (0.34) 6.5 Note 2
Net Income Ratio(%) (1.50) 2.51 14.36 4.92 (0.66) 9.83 Note 2
Earningsper share(NT$) (0.33) 0.53 3.24 1.45 (0.19) 0.59 Note 2
Cash Flow Cash flow ratio(%) 19.83 34.15 43.34 25.16 5.22 (36.32) Note 3
Cash Flow Allowance
Ratio(%)
8.95 33.14 106.47 116.59 106.82 60.19 Note 3
Cash reinvestment ratio(%) 1.69 2.81 3.28 2.68 (0.72) (3.18) Note 3
leverage Operating leverage (4.08) (6.41) 4.28 (18.96) (5.17) 1.47 Note 4
Financial leverage 0.85 0.80 1.09 0.68 0.91 1.09 Note 5

92

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 2022, so the Property, plant and equipment turnover rate discreased.

  • Note 2: The Consolidated Company's net income for FY2022 was after-tax and decreasdsignificantly compared withthat of FY2021, so the positive ratio decreased.

  • Note 3: Cash inflow from operating activities increased in 2022 compared to 2021, so the positive ratio decreased.

  • Note 4: The Consolidated Company's cash flow from operating activities decreasedin 2022 compared to 2021, and net operating loss, so negative ratio is shown.

  • Note 5: he consolidated company will generate net loss before tax in 2022, and net profit before tax in 2021, so there will be an increase in leverage.

  • Note 1: The Company's consolidated financial information for the preceding year and the first quarter of

  • 2023 is based on information that was audited or reviewed by the accountants.

Financial Analysis – Non-consolidated Financial Reports

FY
ITEM
FY
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)
Remarks
2018 2019 2020 2021 2022
Financial
Structure
Debt to assets ratio 39.21 37.67 27.99 31.68 29.88
Long-term capital to
property, plant and
equipment
213.26 218.43 244.39 252.79 230.41
Solvency
Current Ratio 137.24 133.77 142.76 140.18 133.78
Quick Ratio 89.24 87.76 96.06 79.35 85.64
Interest coverage multiple (0.79) 5.94 38.31 24.24 (0.71) Note 1
Operating Capabilities Receivables turnover rate
(times)
6.45 6.89 7.34 8.10 8.12
Average collection days 56.55 52.97 49.72 45.06 44.95
Inventory turnover rate
(times)
8.81 9.32 9.08 8.95 9.03
Average sales days 9.54 8.12 8.05 7.84 7.97
Turnover rate of accounts
payable(times)
41.44 39.16 40.19 40.78 40.42
Property, plant and
equipment turnover rate
(times)
1.20 1.29 1.31 1.73 1.74
Total assets turnover rate
(times)
0.50 0.52 0.48 0.59 0.67
ability Return on Assets(%) (0.58) 1.61 8.26 3.52 (0.31) Note 2
Return on equity (%) (1.42) 2.19 11.99 4.83 (0.68) Note 2
Profit Net income before income
tax topaid-in capital(%)

(2.19)
5.93 32.13 15.19 (1.31) Note 1

93

Net Income Ratio(%) (1.64) 2.63 16.22 5.57 (0.76) Note 2
Earningsper share(NT$) (0.33) 0.53 3.24 1.45 (0.19) Note 2
Cash Flow Cash flow ratio (%) 18.59 31.39 42.77 25.85 26.82
Cash
Flow
Allowance
Ratio(%)

0.58
15.61 75.00 114.90 124.58
Cash reinvestment ratio (%) 1.98 3.23 4.05 1.18 1.04
leverage Operating leverage (5.27) (6.86) 6.14 (22.45) (3.20) 3
Financial leverage 0.82 0.84 1.15 0.67 0.93 3
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 income of the company this year is a net loss before tax and is significantly lower than the net profit
before tax in 2021, so the ratio is lower.
Note 2: The income of the company this year is a net loss after tax and is significantly lower than the net profit
before tax in 2021, so the ratio is lower.
Note 3: Although the operating income minus variable costs in 2022 is less than that in 2021, it is a net operating
loss, so the ratio is lower.

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

  3. (2) 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

94

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

  • (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.

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

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

To: The company’s 2023 General Shareholder Meeting

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

We hereby accept the 2022 annual business report, the earnings distribution statement submitted by the board of directors of the company, and the 2022 individual financial report and consolidated financial report that have been checked and certified by KGMP, Taiwan, and the audit committee has completed the audit, it is believed that there is no inconsistency, and according to the provisions of Article 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act, it is reported to be reviewed.

Hou, Ming-Li Convener of Audit Committee

March 14, 2023

  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

95

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

1. Analysis of Financial Status:

Comparative Analysis of Financial Position

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
FY
ITEM

2022
2021 Differences
Amount Amount
Current assets 1,984,152 2,656,901 (672,749) (25.32)
Property, plant and
equipment
3,378,266 3,450,776 (72,510) (2.1)
Intangible assets 0 0 0 0
Other Assets 6,407,544 6,872,506 (464,962) (6.77)
Total Assets 11,769,962 12,980,183 (1,210,221) (9.32)
Current liabilities 1,080,139 1,474,042 (393,903) (26.72)
Non-current liabilities 4,775,963 4,879,544 (103,581) (2.12)
Total liabilities 5,856,102 6,353,586 (497,484) (7.83)
Share Capital 2,272,283 2,272,283 0 0
Capital Fund 18,915 14,335 4,580 31.95
Retention Surplus 3,412,027 3,603,417 (191,390) (5.31)
Other adjustments to
shareholders' equity
210,635 736,562 (525,927) (71.4)
Total shareholders' equity 5,913,860 6,626,597 (712,737) (10.76)

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 2022 compared to 2021.

  2. Other adjustments to stockholders' equity: As a result of the recognition of the fair value valuation gain on equity in 2022 致。

96

2. Analysis of Operation Results:

  • (1) Comparative Analysis of Operating Results Unit: NT$1,000
FY
ITEM
2022 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
6,506,136
6,135,998
370,138
561,388
(191,250)
183,453
(7,797)
34,860
0
(42,657)
(515,601)
(558,258)
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
15,803
130,282
(114,479)
44,370
(158,849)
(201,156)
(360,005)
2,020
0
(362,025
(439,398)
(801,423)
0.24
2.17
(23.62)
8.58
(490.26)
(52.3)
(102.21)
6.15
0
(113.36)
(576.62)
(329.58)

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. Increase in net operating revenues and operating costs: The main reason is that the cost of raw materials has increased significantly, resulting in a lower-than-expected gross profit, and inflation has also caused an increase in operating expenses, resulting in a substantial increase in net operating loss.

  3. Increase in non-operating income and expenses: The main reason is that the recognized financial asset evaluation loss and dividend income in 2022 were not as expected, resulting in a net loss before tax and a net loss for the period.

  4. Discrease in other comprehensive income or loss: Due to the loss in the fair value evaluation of the recognized equity in 2022.

  5. The expected sales volume and its basis, the possible impact on the company's future financialoperations, and the plan to deal with it:

97

The expected sales volume is evaluated based on the actual sales performance in recent years, theindustry environment and market changes. Expected revenue to decrease slightly in 2022, but globaleconomy affected by unstabilized pneumonia outbreak and the Russo-Ukraine war is not over. 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

3. Analysis of Cash Flow
(1) Liquidity analysis for
the last two years
FY
ITEM
2022 2021 Increase (decrease) rate%
Cash Flow Ratio 5.22 25.16 (79.25)%(note 1)
Cash Flow Fair Ratio 106.82 116.59 (8.38)%
Cash Reinvestment Ratio (0.72) 2.68 (126.87)%(note 2)
Analysis of changes in the percentage of increase or decrease:
Note 1: The consolidated cash inflow from operating activities of the company in 2022 will be
significantly lower than in 2021, so the positive ratio is decreased.
Note 2: In 2022, the company operated difficultly , and it will not be able to create operating profits.
The net loss after tax in the currentperiod,so the ratio will begreatlyreduced.

(2) Cash flow analysis for the coming year Unit: 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 Investment Plan
472,820 1,079,913 207,459 1,760,192 - -

98

Annual cash flow sex analysis:

The net cash outflow of $1,079,913 thousand from operating activities in the coming year is basedon the estimated profitability of the Consolidated Company in 2023 and In addition, the recognition of investment income, etc., will result in a cash inflow of $207,459 thousand, and the remaining cash at the end of the period is $1,760,192 thousand. If the situation is optimistic, the bank loan of 1,200,000 thousand yuan will be paid off, and the rest was used as working capital of the company.

4. Major Capital Expenditure Items: None.

  1. 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, In addition, the company is currently actively developing environmentally friendly wood building material products, combining these products with European and American environmentally friendly materials, and through investing in new material companies, and leveraging our company's more than 50 years of manufacturing experience, we believe that these projects can bring considerable benefits to the company. growing up,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:

  • A. 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, therefore, the company will monitor interest rate changes, control borrowing costs, and formulate countermeasures to deal with the impact of rising

99

interest rates and will adjust financing tools depending on the interest rate level in the future., and actively develop more flexible financing channels.

  • B. Exchange rate: The company's business involves international trade, so exchange rate changes will have a major impact on the company's profit and loss. When a country's currency depreciates, it leads to higher import costs and lower export earnings. Conversely, when the domestic currency appreciates, import costs fall and export earnings increase. Therefore, the company will evaluate the exchange rate risk and plan the risk-avoidance measures in time.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.

  • C. Inflation: Inflation will lead to higher prices, which in turn affects a company's cost structure and profit margins. When prices rise, raw material costs, labor costs, and transportation costs all rise, which in turn negatively impacts corporate profits. Therefore, the company will carefully select suppliers and purchase raw materials, adjust product prices in a timely manner, and adopt effective inventory management strategies to deal with the risk of 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 measures:

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

  • B. The Company does not engage in hedging derivatives.

  • C. 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:

  • A. Future R&D plan:

    • Development of PVC medical granules(NonP plasticizer PVC): A05-S73R testing by customer and quality cost improvement.

    • TPE fire-resistant Wood-Plastic: Foam processing test and foam sheet flame retardant test.

    • Application and development of soft hollow ball shielding and heat insulation functional products

    • Development of PU solvent-free water-based PUA resin product.

  • B. The company estimated that we will invest about 11.6 millionthe to research and development expenses invested in 2023.

  • (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

100

  • (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

7. Other important matters: None

101

VIII. Special Disclosure

1. Summary of Affiliated Companies:

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

  • A. Affiliate Organization Chart

==> picture [418 x 585] intentionally omitted <==

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

OPC
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 -----

102

B. Basic information of affiliated companies March 31, 2023

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

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

103

D. The business of the affiliated companies and their relationship with each other

Industry Name Relationship
Investment Co. ChanghsinHsinyeh Co.
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.

E. Information on Directors, Supervisors and General Managers of affiliated companiesMarch 31, 2023

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

104

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%
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 - -

Note: UNIVERSE ENTERPRISE has been liquidated in January 2022.

105

F. Business Overview of Affiliates

December 31, 2022 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 6,061,433 3,182,596 2,878,837 3,027 (15,570) (15,569) (0.05)
HongDa
Investment Corp.
190,000 316,891 4,597 312,294 17,181 (59,498) (64,163) (3.38)
FERMAT
ENTERPRISE
13,886 21,170 294 20,876 0 0 (1,068) (2.37)
UNIVERSE
ENTERPRISE
93,032 0 0 0 0 58 58 0.02
OCEAN
GROUP
1,069,438 806,360 271,325 535,035 913,692 72,553 70,074 2.13
SAGE
HOLDINGS
812,643 554,490 0 554,490 0 0 75,131 3.01
RISE FUTURE
INT’L LTD.
242,168 (69,106) 0 (69,106) 0 0 (9,097) (1.22)
OPC
HOLDINGS
14,628 49,592 0 49,592 0 (13) 4,035 9.00
Ocean
Plastics
(Huizhou)
Co.,
Ltd.


812,643
634,667 80,180 554,487 826,303 71,527 75,130 3.01
OCEAN
PLASTICS(Dong
guan)CO.,LTD
242,168 122,036 191,144 (69,108) 87,389 1,039 (9,098) (1.22)
FINE
ENVIRONMENT
TECHNOLOGIE
S CO.,LTD.
16,500 13,400 179 13,221 2,937 (10) (24) (0.01)
Shengyang
Development Co.,
Ltd.
1,000 535 0 535 0 0 847 0

Note: UNIVERSE ENTERPRISE has been liquidated in January 2022

(2) Consolidated financial statements of affiliated companies: None

(3) Sstatements of affiliated companies: None .

106

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 Year

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 Subparagraph 2 of the Securities and Exchange Act: None

107

1

Stock Code:1321

Ocean Plastics Co., Ltd and Subsidiaries

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

Address: 5、6F., No. 310, Juguang Rd., Wanhua Dist., Taipei City 108, Taiwan (R.O.C.) Telephone: (02)2306-2131

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.

2

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
9~11
11~26
26~27
27~60
60~62
62
62~63
63
63
63
64~66
66~67
67
67
68~70

3

Representation Letter

The entities that are required to be included in the combined financial statements of 2022 as of and for the year ended December 31, 2022 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, "Consolidated Financial Statements." endorsed by the Financial Supervisory Commission of the Republic of China. 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 14, 2023

4

==> picture [76 x 31] intentionally omitted <==

==> picture [169 x 19] intentionally omitted <==

KPMG

���110615���5�7�68�(��101��) ���� Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, ���� Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) ���� Web kpmg.com/tw

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, 2022 and 2021, 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, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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 certain subsidiaries and Investments accounted for using equity method of the Group. Those financial statements were audited by other auditors. Therefore, our opinion, insofar as it relates to the Group, the financial statements of these subsidiaries reflect the total assets constituting 7% of the consolidated total assets at December 31, 2022 and 2021, and the total revenues constituting 14% and 13% of the consolidated total revenues for the years ended December 31, 2022 and 2021, respectively. The recognized investment in investee, using the equity method, constituted 4% and 3% of the total consolidated assets, respectively, as of December 31, 2022 and 2021, and the recognized share of profit or loss of associates and joint ventures accounted for using equity method constituted (1,232)% and 22% of profit before tax, respectively, for the years ended December 31, 2022 and 2021.

Ocean Plastics Co., Ltd has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion with an Other Matter paragraph.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

4-1

Key Audit Matters

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

1. Inventory evaluation

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

Description of key audit matter:

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

How the matter was addressed in our audit:

Our principal audit procedures in this area included, among others: understanding inventory valuation policies to ensure that the process of inventory valuation was in conformity with the accounting policies, which included sampling 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 periods before and after the balance sheet date in order to evaluate if the period of revenue recognition tallied with the trade condition and shipping documents.

4-2

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  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 cause 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.

4-3

  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 Sheng-Ho Yu and YungHua Huang.

KPMG

Taipei, Taiwan (Republic of China) March 15, 2023

5

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

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1170
Notes and trade receivables, net (note 6(e))
1180
Accounts receivable due from related parties, net (notes 6(e) and 7)
130X
Inventories (note 6(f))
1470
Other current assets (note 6(k))
Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note 6(b))
1517
Non-current financial assets at fair value through other comprehensive
income (note 6(c))
1535
Non-current financial assets at amortised cost, net (note 6(d))
1550
Investments accounted for using equity method (note 6(g))
1600
Property, plant and equipment (note 6(h))
1755
Right-of-use assets (notes 6(i) and 7)
1760
Investments property, net (notes 6(j) and 8)
1900
Other non-current assets (notes 6(k) and 8)
Total assets
December 31, 2022
Amount
%
$ 471,820
4
289,833
2
623,846
5
1,867
-
532,006
5
64,780
1
1,984,152
17
11,827
-
637,472
5
44,110
-
448,493
4
3,378,266
29
161,564
1
5,037,904
43
66,174
1
9,785,810
83
$
11,769,962
100
December 31, 2021
Amount
%
414,256
3
436,198
3
751,866
6
-
-
968,087
7
86,494
1
2,656,901
20
9,326
-
1,169,824
9
21,715
-
417,247
3
3,450,776
28
192,346
1
4,995,629
38
66,419
1
10,323,282
80
12,980,183
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(m) and 8)
2170
Notes and trade payables
2200
Other payables
2220
Other payables to related parties (note 7)
2300
Other current liabilities (notes 6(l), (o), (u) and 7)
2320
Long-term liabilities, current portion (notes 6(n) and 8)
Non-Current liabilities:
2540
Long-term borrowings (notes 6(n) and 8)
2570
Deferred tax liabilities (note 6(r))
2640
Net defined benefit liability, non-current (note 6(q))
2670
Other non-current liabilities, others (notes 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, 2022 December 31, 2021
Amount
%
Amount
%
$ 250,000
2
499,968
4
230,005
2
3,098
-
54,012
1
43,056
-
1,080,139
9
3,421,481
29
1,101,198
9
92,261
1
161,023
2
4,775,963
41
5,856,102
50
2,272,283
19
18,915
-
3,412,027
29
246,824
2
(36,189)
-
5,913,860
50
$
11,769,962
100
150,000
1
963,972
7
251,360
2
3,083
-
51,460
-
54,167
-
1,474,042
10
3,145,798
24
1,439,652
12
105,337
1
188,757
1
4,879,544
38
6,353,586
48
2,272,283
18
14,335
-
3,603,417
28
772,751
6
(36,189)
-
6,626,597
52
12,980,183
100

See accompanying notes to consolidated financial statements.

6

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

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

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

4100
Operating revenues, net (note 6(u))
5000
Operating costs (notes 6(f) and 7)
5900
Gross profit from operation
6000
Operating expenses(notes 6(e), (h), (i), (j), (q), (v) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment gain and reversal of impairment loss determined in accordance with IFRS 9
6000
Total operating expenses
6900
Net operating loss
7000
Non-operating income and expenses :
7100
Interest income (note 6(w))
7010
Other income (note 6(w))
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 (loss) before income tax
7950
Less: Income tax expenses (note 6(r))
Profit (loss)
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 (loss) earnings per share
9850
Diluted (loss) earnings per share
2022
Amount
%
$ 6,506,136
100
6,135,998
94
370,138
6
395,760
6
148,889
2
15,451
-
1,288
-
561,388
8
(191,250)
(2)
7,901
-
185,321
3
(87,664)
(1)
(18,148)
-
96,043
1
183,453
3
(7,797)
1
34,860
1
(42,657)
-
10,326
-
(532,352)
(8)
-
-
(522,026)
(8)
6,425
-
-
-
6,425
-
(515,601)
(8)
$
(558,258)
(8)
$
(0.19)
$
(0.19)
2021
Amount
%
6,490,333
100
6,005,716
93
484,617
7
371,412
6
133,676
2
11,496
-
434
-
517,018
8
(32,401)
(1)
4,344
-
165,860
3
151,077
2
(15,400)
-
78,728
1
384,609
6
352,208
5
32,840
1
319,368
4
3,378
-
(82,133)
(1)
-
-
(78,755)
(1)
2,552
-
-
-
2,552
-
(76,203)
(1)
243,165
3
1.45
1.45

See accompanying notes to consolidated financial statements.

7

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

Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Profit
Other comprehensive income
Total comprehensive income
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
Balance at December 31, 2021
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Profit (loss)
Other comprehensive income
Total comprehensive income
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
Balance at December 31, 2022
Equity attributable to owne Equity attributable to owne Equity attributable to owne Equity attributable to owne Equity attributable to owne r s of parent s of parent s of parent Treasury
shares
Total equity
Share capital Capital
surplus
Retained earnings Total other equity interest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) on financial
assets measured at
fair value through
other comprehensive
income
Total other
equity interest
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
$ 2,272,283
-
-
-
-
-
-
-
2,272,283
-
-
-
-
-
-
-
$
2,272,283
7,792 - 2,978,245 529,654 3,507,899 (39,407)
-
-
-
-
2,552
2,552
-
(36,855)
-
-
-
-
6,425
6,425
-
(30,430)
891,739 852,332 (36,189)
-
-
-
-
-
-
-
(36,189)
-
-
-
-
-
-
-
(36,189)
6,604,117
-
-
52,965
-
-
-
-
-
-
-
-
(227,228)
- 52,965 - - - (227,228)
-
-
-
-
-
-
319,368
(76,203)
- - - 243,165
6,543 - - 6,543
14,335
-
-
52,965
32,275
-
2,978,245
-
-
6,626,597
-
(159,059)
- 32,275 - (159,059)
-
-
-
-
-
-
(42,657)
(515,601)
- - - (558,258)
4,580 - - 4,580
18,915 85,240 2,978,245 5,913,860

See accompanying notes to consolidated financial statements.

8

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit loss
Net loss (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 investments
Profit from lease moditication
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Inventories
Other current assets
Operating assets
Total changes in operating assets
Changes in operating liabilities:
Contract liabilities
Notes payable
Accounts payable
Other payable
Other payable to related parties
Provisions
Other current liabilities
Net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
2022
$ (7,797)
213,596
1,288
154,553
54,102
(7,901)
(140,420)
(96,043)
(1,120)
335
-
-
(1,348)
177,042
19,477
105,363
436,156
17,458
1,174
579,628
4,107
(99,418)
(364,586)
(30,030)
15
847
(141)
(3,176)
(492,382)
87,246
264,288
2021
352,208
206,568
434
(121,883)
42,828
(4,344)
(97,957)
(78,728)
-
441
(18,689)
(1,385)
-
(72,715)
(11,570)
(77,565)
(457,870)
33,586
(19,914)
(533,333)
19,613
169,110
304,731
13,185
(121)
1,081
94
(2,924)
504,769
(28,564)
(101,279)

See accompanying notes to consolidated financial statements.

8-1

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Proceeds from 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
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment properties
Proceeds from disposal of investment properties
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Increase in deposits received
Payment of lease liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

9

(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, 2022 and 2021

(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, 2022 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 14, 2023.

(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, 2022:

  • ●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”

  • (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, 2023, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

  • ●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(Continued)

10

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
Interpretations
Amendments to IAS 1
“Classification of Liabilities
as Current or Non-current”
Amendments to IAS 1 “Non-
current Liabilities with
Covenants”
Content of amendment
Effective date per
IASB
Under
existing
IAS
1
requirements,
companies classify a liability as current
when they do not have an unconditional
right to defer settlement for at least 12
months after the reporting date. The
amendments has removed the requirement
for a right to be unconditional and instead
now requires that a right to defer settlement
must exist at the reporting date and have
substance.
The amendments clarify how a company
classifies a liability that can be settled in its
own shares – e.g. convertible debt.
January 1, 2024
After reconsidering certain aspects of the
2020
amendments1,
new
IAS
1
amendments clarify that only covenants
with which a company must comply on or
before the reporting date affect the
classification of a liability as current or
non-current.
Covenants with which the company must
comply after the reporting date (i.e. future
covenants) do not affect a liability’ s
classification at that date. However, when
non-current liabilities are subject to future
covenants, companies will now need to
disclose
information
to
help
users
understand the risk that those liabilities
could become repayable within 12 months
after the reporting date.
January 1, 2024

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”

(Continued)

11

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

  • ●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information “

  • ●IFRS16 “Requirements for Sale and Leaseback Transactions”

(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.

(Continued)

12

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

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

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. 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
investor
Name of
Subsidiary
Principal
activity
Shareholding
December
31, 2022
December
31, 2021
Note
Shareholding
December
31, 2022
December
31, 2021
Note
December
31, 2022
The Company
The Company
The Company
The Company
The Company
The Company
Ocean Group Ltd
Ocean Group Ltd
Ocean Group Ltd
Sage Holdings Ltd
Rise Future International
Ltd
Chang Xin Co., Ltd
Hong Da Investment Co.,
Ltd.
Chang Xin Co., Ltd
Fine Environment
Technologies Co., Ltd
Universe Enterprises Ltd
Fermat Enterprises Ltd
Ocean Group Ltd
Sage Holdings Ltd
OPC Holdings Ltd
Rise Future International
Ltd
Ocean Plastics (Hui Zhou)
Co.,
Ocean Plastics (Dong
Guan) Co., Ltd
Shen Yang Development
Co., Ltd.
General investing
General investing
Wholesale of
Plastic Products
Trading Company
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Plastic Products
Manufacturing
Plastic Products
Manufacturing
Real Estate
Development
Activities
%
100
%
100
%
100
%
-
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
(Note 1)
%
100
(Note 2)
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
  • Note 1: Holds 100% of Fine Environment Technologies Co., Ltd shares with Hong Da Investment Co., Ltd..

  • Note 2: Universe enterprises Ltd. was liquidated on April 1, 2022, the liquidation base day and the liquidation has been completed.The Group has ceased to recognize investment profit since the date of liquidation and has recovered the share payment after liquidation without generating significant gain or loss on liquidation.

(iii) Subsidiaries excluded from the consolidated financial statements: None.

(Continued)

13

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

(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:

  • 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.

(Continued)

14

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

  • (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.

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.

(Continued)

15

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

(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.

  • 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 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.

(Continued)

16

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

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.

  • 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.

(Continued)

17

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

The Group considers a financial asset to be in default when the financial asset is more than 180 days past due or 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.

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 ‘ creditimpaired’ 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 is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

(Continued)

18

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

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.

  • (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.

(Continued)

19

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

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.

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.

(Continued)

20

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

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.

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.

(Continued)

21

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

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.

  • (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.

(Continued)

22

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

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

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.

(Continued)

23

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

(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.

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.

(Continued)

24

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

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 Group 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.

(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.

(Continued)

25

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

(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 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.

(Continued)

26

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

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.

(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:

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.

(Continued)

27

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

The Group holds 40% of preferred stock and 50% of common stock of Foremost-Oceans NueTeq, Limited. and is not the single largest shareholder of the investee. The Group cannot obtain more than half of the total number of Foremost-Oceans NueTeq, Ltd.’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 Foremost-Oceans NueTeq, Limited.

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:

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).

The Group’s accounting policies include measuring financial and non financial assets and liabilities at fair value through profit or loss.

The Group’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.

  • (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.

(6) Explanation of significant accounts

(a) Cash and cash equivalents

Cash and cash equivalents
Revolving funds and cash in hand
Demand deposits and check deposits
Time deposits
Cash and cash equivalents in the consolidated statement of
cash flows
December 31,
2022
$ 850
440,250
30,720
$
471,820
December 31,
2021
788
413,468
-
414,256

Please refer to note 6(x) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.

(Continued)

28

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

The cash and cash equivalents on December 31, 2022 and 2021, including deposits held by subsidiaries in China, were $263,220 thousand, and $142,833 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.

  • (b) Financial assets at fair value through profit or loss
December 31,
2022
Current financial assets designated at fair value through
profit or loss:
Stocks listed on domestic markets
$ 262,709
Fund investment
27,124
Subtotal
289,833
Non-current financial assets designated at fair value
through profit or loss
Stocks listed on domestic markets
6,894
Fund investment
4,933
Subtotal
11,827
Total
$
301,660
Financial assets at fair value through other comprehensive income
December 31,
2022
Equity investments at fair value through other comprehensive
income:
Stock unlisted on domestic markets-Taiwan VCM
Corporation
$ 547,480
Stock unlisted on domestic markets-Others
83,102
Stock unlisted on foreign markets
6,890
Total
$
637,472
December 31,
2021
411,528
24,670
436,198
9,326
-
9,326
445,524
December 31,
2021
1,016,326
146,608
6,890
1,169,824

(c) Financial assets at fair value through other comprehensive income

(i) For credit risk and market risk, please refer to note 6(y).

  • (ii) The financial assets at fair value through other comprehensive income of the Group were not pledged as collateral as of December 31, 2022 and 2021.

  • (d) Financial assets measured at amortized cost

Domestic and foreign time deposit-non-current December 31,
2022
$
44,110
December 31,
2021
21,715

(Continued)

29

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, 2022 and 2021, the Group held domestic and foreign time deposits, with the weighted average interest rates of 3.00% and 3.30%, which mature from September to November 2025 and on November 2022, respectively.

  • (ii) The discoure instruments were not pledged as collateral as of December 31, 2022 and 2021.

  • (e) Note Receivables and trade receiivable (including related parties)

Notes receivable from operating activities
Trade receivables (including related parties)
Less: Loss allowance
December 31,
2022
$ 39,870
595,139
(9,296)
$
625,713
December 31,
2021
59,347
700,502
(7,983)
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
Current
1 to 180 days past due
More than 180 days past due
December 31, 2022 December 31, 2022
Gross carrying
amount
Weighted-
average loss
rate
$ 556,074
-
75,740
5%~10%
3,195
100%
$
635,009
December 31, 2021
Loss allowance
provision
-
6,101
3,195
9,296
Weighted-
average loss
rate
-
7%
100%
Loss allowance
provision
-
4,139
3,844
7,983

(Continued)

30

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

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
2022
$ 7,983
2,184
(896)
25
$
9,296
2021
7,540
1,708
(1,274)
9
7,983

The aforementioned notes and trade receivables of the Group were not pledged as collateral as of December 31, 2022 and 2021.

(f) Inventories

Manufacturing:
Raw materials
Work in progress
Finished goods
Construction industry:
Construction in progress
Total
December 31,
2022
$ 252,767
27,180
251,984
531,931
75
$
532,006
December 31,
2021
425,987
36,662
505,438
968,087
-
968,087

The Group’ s relevant inventory details recognized in operating costs in 2022 and 2021 are as follows:

Inventory that has been sold
Write-down of inventories
Disposal of inventory
Idle capacity
Revenue from sale of scraps and others
2022
$ 6,046,631
12,824
-
122,875
(46,332)
$
6,135,998
2021
5,890,176
1,234
1,602
111,542
1,162
6,005,716

As of December 31, 2022 and 2021, the Group did not provide any inventories as collateral for its loans.

(Continued)

31

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

  • (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,
2022
$
448,493
December 31,
2021
417,247

(i) Associates

Associates which are material to the Group consisted of the followings:

Name of
Associates
Chun Pin Enterprise
Co., Limited.
Foremost-Oceans
NueTeq, Ltd.
Nature of
Relationship with
the Group
Wholesale of
chemical feedstock
and products
Wholesale of
petrochemical
materials
manufacturing
Main
operating
location/
Registered
country of the
Company
Taiwan
Taiwan
Proportion of shareholding
and voting rights
December 31,
2022
December 31,
2021
%
44.62
%
44.62
40.07%、
50.00%
%
-

The following consolidated financial information of significant associates has been adjusted according to individually prepared IFRS financial statements of these associate.

  • 1) Chun Pin Enterprise Co., Limited.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Operating revenue
Profit from continuing operations
Other comprehensive income
Total comprehensive income
December 31,
2022
$ 826,441
271,851
(88,420)
(18,113)
$
991,759
2022
$ 467,562
215,346
-
$
215,346
December 31,
2021
862,322
238,527
(133,582)
(32,059)
935,208
2021
436,102
176,458
-
176,458

(Continued)

32

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

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
2)
Foremost-Oceans NueTeq, Ltd.
2022
$ 417,247
96,077
(70,847)
$
442,477
2021
407,945
78,728
(69,426)
417,247
Current assets
Non current assets
Current liabilities
Net assets
Operating revenue
Loss from continuing operations
Other comprehensive income
Total comprehensive income
Share of net assets of associates as of January 1
Increase in current period
Comprehensive income attributable to the Group
Share of net assets of associates as of December 31
December 31,
2022
$ 3,878
13,010
(1,873)
$
15,015
2022
$ -
(87)
-
$
(87)
2022
$ -
6,050
(34)
$
6,016
December 31,
2021
-
-
-
-
2021
-
-
-
-
2021
-
-
-
-

(ii) Guarantee

As of December 31, 2022 and 2021, the Group did not provide any investment accounted for using equity method as collaterals for its loans.

(Continued)

33

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

(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, 2022 and 2021, were as follows:

Cost or deemed cost:
Balance on January 1, 2022
Additions
Transfer from construction in
progress and testing equip
Disposal
Transfer to expense
Effect of movement in exchange
rates
Balance on December 31, 2022
Balance on January 1, 2021
Additions
Transfer from construction in
progress and testing equip
Disposal
Transfer to expense
Effect of movement in exchange
rates
Balance on December 31, 2021
Depreciation and impairments losses:
Balance on January 1, 2022
Depreciation and impairment
loss for the year
Disposal
Effect of movement in exchange
rates
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation and impairment
loss for the year
Disposal
Effect of movement in exchange
rates
Balance on December 31, 2021
Carrying amount:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Lands
$ 1,483,366
-
-
-
-
-
$
1,483,366
$ 1,483,366
-
-
-
-
-
$
1,483,366
$ -
-
-
-
$
-
$ -
-
-
-
$
-
$
1,483,366
$
1,483,366
$
1,483,366
Buildings and
constructions
1,415,155
-
5,761
(1,140)
-
3,876
1,423,652
1,408,825
947
4,604
(231)
-
1,010
1,415,155
438,818
32,999
(817)
1,629
472,629
405,663
32,617
-
538
438,818
951,023
1,003,162
976,337
Machinery and
equipments
2,458,481
-
65,062
(129,740)
-
7,407
2,401,210
2,437,215
-
53,131
(34,338)
-
2,473
2,458,481
1,895,355
72,298
(129,049)
5,746
1,844,350
1,857,412
69,847
(34,107)
2,203
1,895,355
556,860
579,803
563,126
Other facilities
1,517,499
1,099
81,137
(24,587)
-
913
1,576,061
1,514,118
68
21,253
(18,259)
-
319
1,517,499
1,176,204
74,567
(24,557)
807
1,227,021
1,122,882
71,272
(18,258)
308
1,176,204
349,040
391,236
341,295
Construction in
progress
86,652
103,644
(151,960)
-
(335)
(24)
37,977
65,051
100,836
(78,988)
-
(441)
194
86,652
-
-
-
-
-
-
-
-
-
-
37,977
65,051
86,652
Total
6,961,153
104,743
-
(155,467)
(335)
12,172
6,922,266
6,908,575
101,851
-
(52,828)
(441)
3,996
6,961,153
3,510,377
179,864
(154,423)
8,182
3,544,000
3,385,957
173,736
(52,365)
3,049
3,510,377
3,378,266
3,522,618
3,450,776

(Continued)

34

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

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, 2022 and 2021, the book value (including investment real estate) were both $84,803 thousand and $106,823 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, 2022 and 2021, 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.

(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, 2022
Additions
Decrease
Effect of movement in exchange rates
Balance at December 31, 2022
Balance at January 1, 2021
Additions
Decrease
Effect of movement in exchange rates
Balance at December 31, 2021
Accumulated depreciation:
Balance at January 1, 2022
Depreciation for the year
Decrease
Effect of movement in exchange rates
Balance at December 31, 2022
Balance at January 1, 2021
Depreciation for the year
Decrease
Effect of movement in exchage rates
Balance at December 31, 2021
Lands
$ 32,064
-
-
350
$
32,414
$ 31,702
-
-
362
$
32,064
$ 7,663
2,564
-
29
$
10,256
$ 4,873
2,555
-
235
$
7,663
Buildings and
constructions
117,996
-
(15,433)
1,437
104,000
41,298
76,726
-
(28)
117,996
35,758
13,204
(15,433)
309
33,838
22,971
12,723
-
64
35,758
Other
facilities
99,319
257
(3,658)
-
95,918
34,429
95,660
30,770
-
160,859
13,612
16,720
(3,658)
-
26,674
28,072
16,309
30,770
1
75,152
Total
249,379
257
(19,091)
1,787
232,332
107,429
172,386
30,770
334
310,919
57,033
32,488
(19,091)
338
70,768
55,916
31,587
30,770
300
118,573

(Continued)

35

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

Carrying amount:
Balance at December 31, 2022
Balance atJanuary 1, 2021
Balance at December 31, 2021
Lands
$
22,158
$
26,829
$
24,401
Buildings and
constructions
70,162
18,327
82,238
Other
facilities
69,244
6,357
85,707
Total
161,564
51,513
192,346

(j) Investment property

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2022 and 2021, were as follows:

Cost :
Blance at January 1, 2022
Purchases
Reclassification to inventory
Blance at December 31, 2022
Blance at January 1, 2021
Purchases
Disposal
Blance at December 31, 2021
Accumulated depreciation and impairment
losses:
Blance at January 1, 2022
Depreciation for the year
Blance at December 31, 2022
Blance at January 1, 2021
Depreciation for the year
Blance at December 31, 2021
Carrying amount:
Blance at December 31, 2022
Blance at January 1, 2021
Blance at December 31, 2021
Fair value
Blance at December 31, 2022
Blance at December 31, 2021
Land
$ 4,980,195
43,594
(75)
$
5,023,714
$ 4,833,619
187,391
(40,815)
$
4,980,195
$ -
-
$
-
$ -
-
$
-
$
5,023,714
$
4,833,619
$
4,980,195
Buildings
Total
18,390
4,998,585
-
43,594
-
(75)
18,390
5,042,104
18,390
4,852,009
-
187,391
-
(40,815)
18,390
4,998,585
2,956
2,956
1,244
1,244
4,200
4,200
1,711
1,711
1,245
1,245
2,956
2,956
14,190
5,037,904
16,679
4,850,298
15,434
4,995,629
$
18,313,096
$
18,456,508

Part of the land held by the Group is agricultural land, which cannot be transferred in the name of the Group and is temporarily registered in the name of other. The Group also sets a mortgage on the Group, moreover, The Group has also set a mortgage on the Group, and the Group is actively applying to the relevant authorities for the change of the land title, and will transfer the account to the Group after the land title change is completed. Please refer to Note 6 (h) for the detailed amount.

(Continued)

36

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

As of December 31, 2022 and 2021, the fair value of the Group’s investment property was evaluated based on the appraisal report of the property from external and the recent market price recorded in the Actual Price Registration of Real Estate Transaction.

As of December 31, 2022 and 2021, the capitalized borrowing costs related to the acquisition of investment real estate were $35,954 and $27,428 thousand, and the capitalization interest rates were 1.66% and 1.41%.

As of December 31, 2022 and 2021, 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
Other receivables
Deferred tax assets
Other non-current financial assets
Others
December 31,
2022
$ 8,559
223
52,623
3,375
$
64,780
$ 4,129
13,326
34,414
14,305
$
66,174
December 31,
2021
15,005
197
68,874
2,418
86,494
3,922
12,397
32,674
17,426
66,419

As of December 31, 2022 and 2021, 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,
2022
$ 31,394
20,469
2,149
$
54,012
December 31,
2021
31,148
18,022
2,290
51,460

Other current liabilities are expected to be settled within one year.

(Continued)

37

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

(m) Short-term borrowings

The short-term borrowings of the Group were summarized as follows:

Unsecured bank loans

Secured bank loans
Total

Unused short-term credit line

Range of interest rates
December 31,
2022
$ -
250,000
$
250,000
$
946,781
1.45%~1.58%
December 31,
2021
150,000
-
150,000
398,156
1.10%~1.11%

For the collateral for long-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, 2022
Rate
Maturity year
Amount
1.50%~2.06%
113.03~120.06
$ 3,464,537
(43,056)
$
3,421,481
$
1,993,937
December 31, 2021
Rate
Maturity year
Amount
0.89%~1.41%
110.03~120.06
$ 3,199,965
(54,167)
$
3,145,798
$
2,864,099
Currency Rate
NTD
Currency Rate
NTD 0.89%~1.41%

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 (y).
December 31,
2022
$
31,394
$
111,117
December 31,
2021
31,148
141,332

The amounts recognized in profit or loss was as follows:

Interest on lease liabilities
$
2022

1,701
2021
1,521

(Continued)

38

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
2022
$
31,711
2021
32,058

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,
2022
$ 9,444
9,560
9,727
9,846
10,076
69,478
$
118,131
December 31,
2021
9,281
9,444
9,560
9,727
9,846
79,554
127,412

Rental income from investment properties was $11,473 thousand and $11,689 thousand in 2022 and 2021, 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,
2022
$ 362,358
(270,097)
$
92,261
December 31,
2021
381,586
(276,249)
105,337

(Continued)

39

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,
2022
$ 14,453
-
$
14,453
December 31,
2021
14,633
-
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 $270,097 thousand as of December 31, 2022. 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 Group 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
2022
$ 381,586
3,975
25,003
-
(12,656)
(35,550)
$
362,358
2021
396,840
3,810
(1,241)
9,162
(3,389)
(23,596)
381,586

(Continued)

40

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
2022
$ (276,249)
(1,367)
(22,247)
(5,784)
35,550
$
(270,097)
2021
(288,733)
(1,052)
(4,379)
(5,681)
23,596
(276,249)
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group were as follows:

Current service costs
Net interest of net liabilities for defined benefit
obligations
Operating cost
Selling expenses
Administration expenses
Research and development expenses
2022
$ 2,095
513
$
2,608
2022
$ 1,957
31
615
5
$
2,608
2021
2,363
395
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, 2022 and 2021, was as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2022
$ 122,725
(10,326)
$
112,399
2021
126,105
(3,378)
122,727

(Continued)

41

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
2022
2021
%
1.250
%
0.500
%
2.25
%
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 $5,789 thousand.

The weighted average lifetime of the defined benefits plans is 6.7 years.

7) Sensitivity analysis

When calculating and determining the present value of welfare obligations, the Group 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 amount of the company's determined welfare obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation in the years 2022 and 2021 shall be as follows:

December 31, 2022
Discount rate
Future salary increasing rate
December 31, 2021
Discount rate
Future salary increasing rate
Impact on defined benefit
obligation
Increased
0.25%
Decreased
0.25%
(5,977)
6,145
5,975
(5,841)
(6,792)
6,994
6,769
(6,609)

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 2022 and 2021.

(Continued)

42

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 $15,715 thousand and $14,805 thousand for the years ended December 31, 2022 and 2021, respectively.

(r) Income tax

The components of income tax in the years 2022 and 2021 were as follows:

(i) Income tax expense

The components of income tax in the years 2022 and 2021 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
2022
$ 373,603
640
374,243
(339,383)
(339,383)
$
34,860
2021
17,725
548
18,273
14,567
14,567
32,840

(Continued)

43

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

Reconciliation of income tax and profit before tax for 2022 and 2021 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
Current-year losses for which no deferred tax asset was
recognized
Changes in unrecognized temporary differences
Change in provision in prior periods
Additional tax on undistributed earning tax
Others
Income tax expense
2022
$ (7,797)
(130)
(1,211)
72
(5,707)
51,899
(14,298)
640
9,789
(6,194)
$
34,860
2021
352,208
85,460
(82,220)
(27)
(5)
9,913
1,293
6,869
11,557
-
32,840

(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,
2022
$ 392,912
47,220
$
440,132
December 31,
2021
407,210
51,709
458,919

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.

(Continued)

44

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

As of December 31, 2022, the company and domestic subsidiaries unused tax losses for have not recognized deferred tax assets. The deduction deadline are as follows:

Consolidated entities Year of loss Unused tax
loss
Expiry date
$ 760
2025
351
2026
468
2027
856
2028
52,882
2028
99,314
2029
41
2029
16
2030
28
2031
21
2032
33,408
2032
$
188,145
Fine 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.
Fine Environment
Technologies Co., Ltd.
Fine Environment
Technologies Co., Ltd.
Ocean Plastics Co., Ltd.
Total
2015 (Assessment amount)
2016 (Assessment amount)
2017 (Assessment amount)
2018 (Assessment amount)
2018 (Assessment amount)
2019 (Assessment amount)
2019 (Assessment amount)
2020 (Assessment amount)
2021 (Reported amount)
2022 (Estimated amount)
2022 (Estimated amount)

As of December 31, 2022, 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
$ 15,056
2023
5,524
2024
4,653
2025
4,040
2026
9,092
2027
$
38,365
2018
2019
2020
2021
2022
Total

(Continued)

45

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

  • 2) Recognized deferred tax assets and liabilities

Deferred tax assets:

Unrealized
loss on
valuation of
inventories
Balance at January 1, 2022
$ 10,758
Recognized in profit or loss
2,565
Balance at December 31, 2022
$
13,323
Balance at January 1, 2021
$ 10,511
Recognized in profit or loss
247
Balance at December 31, 2021
$
10,758
Other
1,639
(1,636)
3
2,106
(467)
1,639
Total
12,397
929
13,326
12,617
(220)
12,397

Deferred tax liabilities:

Balance at January 1, 2022
Recognized in profit or loss
Balance at December 31, 2022
Balance at January 1, 2021
Recognized in profit or loss
Cash compensation for land sale
Balance at December 31, 2021
Reserve for
land
revaluation
increment tax
$ 1,347,196
(352,434)
$
994,762
$ 1,350,538
-
(3,342)
$
1,347,196
Difference
of property
plant and
equipment in
depreciation
life
92,456
13,980
106,436
78,109
14,347
-
92,456
Total
1,439,652
(338,454)
1,101,198
1,428,647
14,347
(3,342)
1,439,652

The tax returns for the company and domestic subsidiariest were assessed by the Taipei National Tax Administration for the years through 2020.

The tax returns for the subsidiaries in China were declared to local tax authority for the years through 2021.

(Continued)

46

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

(s) Capital and other equity

As of December 31, 2022 and 2021, 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:

The balances of capital surplus were as follows:
Share premium
Treasury share transactions
Adjustment of capital surplus for Company’s cash
dividends received by subsidiaries
Total
December 31,
2022
$ 680
7,112
11,123
$
18,915
December 31,
2021
680
7,112
6,543
14,335

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 article of incorporation stipulate that Company's annual net profit should first pay taxes, offset the prior years' deficits, and then allocate 10% thereof as legal reserve. However where such legal reserve amounts reach to the total authorized capital, this provision shall not apply. In consideration of the operation needs and laws and regulations, the Company shall allocate special reserve. If there are remaining profits, the profits shall be add with any accumulated unappropriated earnings from priors years, and the Board of Directors shall propose earning distribution plan for the resolution of the general meeting of stockholders.

The company’ s dividend policy depends on the current year’ s profit and the amount of dividends that can be paid is distributed in three ways: cash dividends, surplus capital increase and capital surplus capital increase. The distributable surplus for the current year is deducted from the statutory surplus reserve and special surplus reserve. The distribution shall not be less than 20%. However, if the company has a major investment plan or the need to improve its financial structure, the cash dividends may be changed to capital increase from surplus or capital reserve to increase capital. However, the minimum cash distribution ratio shall not be less than 10% of the total dividends allotted.

(Continued)

47

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 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, 2022 and 2021, the balance of special earnings reserve were $2,978,245 thousand.

3) Earnings distribution

Earnings distribution for 2021 and 2020 was decided by the resolution adopted, at the general meeting of shareholders held on June 21 2022 and July 27 2021, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary
shareholders:
Cash
2021
Amount
per share
Amount
$
0.70
159,059
2020 2020
Amount
per share
$
0.70
Amount
per share
1.00
Amount
227,228
  • (iii) Treasury shares

As of December 31, 2022, and 2021. the company's treasury stock balance is $36,189 thousand.

Before the amendment of the company law 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.

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.

(Continued)

48

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

(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:

Basic earnings per share
Profit (loss) attributable to ordinary shareholders of
the Company
Weighted average number of ordinary shares
(thousand share)
Basic earnings per share (NT dollars)
Diluted earnings per share
Profit (loss) attributable to ordinary shareholders of
the Company
Weighted average number of ordinary shares
(thousand share)
Effects of dilutive poterntial ordinary shares (in
thousands of shars)
Weighted average number of ordinary shares (diluted)
(thousand share)
Diluted earnings per share (NT dollars)
2022
$
(42,657)
220,686
$
(0.19)
$
(42,657)
220,686
40
220,726
$
(0.19)
2021
319,368
220,686
1.45
319,368
220,686
235
220,921
1.45

(u) Revenue from contracts with customers

  • (i) Details of revenue
Primary geographical markets:
Taiwan
India
Japan
United States
China
Other
Major products:
Plastic materials
Plastic products
Other
2022
Taiwan
$ 2,177,497
1,685,671
732,028
478,942
37,886
480,421
$
5,592,445
$ 3,442,249
2,149,976
220
$
5,592,445
China
33,519
-
-
609,570
230,852
39,750
913,691
-
913,691
-
913,691
Total
2,211,016
1,685,671
732,028
1,088,512
268,738
520,171
6,506,136
3,442,249
3,063,667
220
6,506,136

(Continued)

49

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

Primary geographical markets:
Taiwan
India
Japan
United States
China
Other
Major products/services lines:
Plastic materials
Plastic products
Other
(ii)
Contract balances
Notes and trade receivables
Less: allowance for impairment
Total
Contract liabilities
2021

For details on trade receivables and allowance for impairment, please refer to note 6(e).

Contract liabilities are mainly due to advance receipt of loans from customers and advance receipt of payments for real estate. The Group will report revenue when the product is delivered to the customer or the house is completed and delivered.

The amount of revenue recognized for the years ended December 31 2022 and 2021 that was included in the contract liability balance at the beginning of the period were $17,091 thousand and $12,604 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.

(Continued)

50

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

The estimated amount of compensation for employees of the Group in 2021 is $6,108 thousand, and the estimated amount of compensation for directors and supervisors is $4,671 thousand. The estimation is based on the pre-tax net profit of the company for each period before deducting the remuneration of employees, directors and supervisors multiplied by the amount of staff remuneration and the distribution of directors and supervisors as stipulated in the company's articles of association. It is also reported as operating costs or operating expenses for 2021. Because the company had accumulated deficits in 2022, there was no need to estimate the remuneration of employees, directors and supervisors. The actual amounts appropriated and the estimated amounts in the financial statements were the same in 2021.

(w) Non-operating income and expenses

(i) Interest income

For the years ended December 31, 2022 and 2021, the details of other income were as follows:

2022
Interest income from bank deposits
$
7,901
2021
4,344

(ii) Other income

For the years ended December 31, 2022 and 2021, the details of other income were as follows:

Rent income
Dividend income
Other income, Others
2022
$ 11,473
140,420
33,428
$
185,321
2021
11,689
97,957
56,214
165,860
  • (iii) Other gains and losses

For the years ended December 31, 2022 and 2021, the details of other gains and losses were as follows:

Gain (loss) on disposal of property, plant and
equipment
Gains on disposal of investment property
Gains (losses) on disposal of investments
Foreign exchange gains
Gains on financial assets at fair value through profit or
loss
Other
2022
$ 1,120
-
-
66,046
(154,553)
(277)
$
(87,664)
2021
-
18,689
1,385
9,637
121,883
(517
151,077

(Continued)

51

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

(iv) Financial costs

For the years ended December 31, 2022 and 2021, the details of finance costs were as follows:

Interest expense
Less:Interest capitalization
2022
$ 54,102
(35,954)
$
18,148
2021
42,828
(27,428)
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, 2022 and 2021, the maximum amount exposed to credit risk were $925,506 thousand and $1,197,390 thousand, respectively.

The sales target of the Group is not significantly concentrated in a few customers,as of December 31, 2022 and 2021, the balance of accounts receivable resulted from the top ten customers were 39% and 35%.

(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, 2022
Non-derivative financial liabilities
Secured bank loans
$ 3,714,537
Notes payables
108,932
Trade payables
391,036
Other payables (including related
parties)
149,305
Lease liabilities
142,511
$ 4,506,321
Contractual
cash flows
3,922,151
108,932
391,036
149,305
148,071
4,719,495
Within 6
months
306,775
108,932
391,036
149,305
16,237
972,285
6-12
months
57,359
-
-
-
16,237
73,596
1-2 years
798,945
-
-
-
41,920
840,865
2-5 years
2,625,077
-
-
-
59,684
2,684,761
Over
5 years
133,995
-
-
-
13,993
147,988

(Continued)

52

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

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
Contractual
cash flows
3,372,360
150,284
208,350
755,622
162,233
179,677
4,828,526
Within 6
months
47,231
150,284
208,350
755,622
162,233
16,707
1,340,427
6-12
months
47,565
-
-
-
-
16,128
63,693
1-2 years
94,796
-
-
-
-
40,984
135,780
2-5 years
2,911,719
-
-
-
-
82,356
2,994,075
Over
5 years
271,049
-
-
-
-
23,502
294,551

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:
Monetary items
USD
HKD
Financial liabilities
Monetary items
USD
December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2021
Local
currency
Exchange
rate
TWD
25,134
27.69
695,835
430
3.55
1,526
20,913
27.69
578,989
December 31, 2021
Local
currency
Exchange
rate
TWD
25,134
27.69
695,835
430
3.55
1,526
20,913
27.69
578,989
Local
currency
$ 21,360
503
10,198
Exchange
rate
30.72
3.94
30.72
TWD Exchange
rate
TWD
27.69
695,835
3.55
1,526
27.69
578,989
656,179
1,982
313,275

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 and other receivables, financial assets at fair value through other comprehensive income, 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, 2022 and 2021, would have increased (decreased) the net profit after tax by $2,759 thousand and $947 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 2022 and 2021 .

(Continued)

53

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

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 2022 and 2021, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $66,046 thousand and $9,637 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 $6,929 thousand and $6,400 thousand for the year ended December 31, 2022 and 2021 with all other variable factors remaining constant, respectively.

(v) Other market price risk

For the years ended December 31, 2022 and 2021, 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%
2022 2021
Other
comprehensive
income after tax
Net income
11,698
4,455
(11,698)
(4,455)
Other
comprehensive
income after tax
$
6,375
$
(6,375)
Net income Other
comprehensive
income after tax
11,698
(11,698)
3,017
  • (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:

(Continued)

54

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

Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss-current
Designated at fair value through
profit or loss-non current
Subtotal
Financial assets at fair value
through other comprehensive
income
Stock in domestic unlisted
company
Total
Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss-current
Designated at fair value through
profit or loss-non current
Subtotal
Financial assets at fair value
through other comprehensive
income
Stock in domestic unlisted
company
Total
December 31, 2022 December 31, 2022 December 31, 2022
Book Value
$ 289,833
11,827
301,660
637,472
$
939,132
Fainr Value
Level 1
Level 2
Level 3
289,833
-
-
11,827
-
-
301,660
-
-
-
-
637,472
301,660
-
637,472
December 31, 2021
Total
289,833
11,827
301,660
637,472
939,132
Book Value
$ 436,198
9,326
445,524
1,169,824
$
1,615,348
Fainr Value
Level 1
436,198
9,326
445,524
-
445,524
Level 2
-
-
-
-
-
Level 3
-
-
-
1,169,824
1,169,824
Total
436,198
9,326
445,524
1,169,824
1,615,348

2) Valuation techniques for financial instruments not measured at fair value

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument 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. Determining whether a market is active involves judgment.

(Continued)

55

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

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.

  • 3) Reconciliation of Level 3 fair values
Fair value through
other
comprehensive
income
Unquoted equity
instruments
Opening balance, January 1, 2022 $ 1,169,824
Total gains and losses recognized:
In other comprehensive income (532,352)
Ending Balance, December 31, 2022 637,472
Opening balance, January 1, 2021 1,251,957
Total gains and losses recognized
In other comprehensive income (82,133)
Ending Balance, December 31, 2021 1,169,824

For the years ended December 31, 2022 and 2021, 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”
2022
2021
(532,352)
(82,133)
  • 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.

(Continued)

56

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

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair value
through other comprehensive
income equity investments
without an active market
Valuation
technique
Comparable
company analysis
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measuremnt
‧ P/E ratio (7.67~9.06 and
7.94~15.91 on December
31, 2022 and 2021,
respectively)
‧ Lack-of-Marketability
Discount (13.55%~22.63%
and 17.69%~25.04% on
December 31, 2022 and
2021, respectively)
‧ P/B ratio (1.13~2.02 and
1.42~2.78 on December 31,
2022 and 2021,
respectively)
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, 2022
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market
December 31, 2021
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market
Inputs
P/E ratio
Discount rate
P/B ratio
P/E ratio
Discount rate
P/B ratio
Variation
1%
1%
1%
1%
1%
1%
Pofit or loss
Unfarourable
-
-
-
-
-
-
Other comprehensive income
Favourable
Unfarourable
448
(448)
1,009
(1,009)
6,603
(6,603)
14,120
(14,120)
3,909
(3,909)
9,040
(9,040)
Favourable
-
-
-
-
-
-

(Continued)

57

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.

  • (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.

(Continued)

58

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

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.

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, 2022 and 2021, endorsement guarantee provided by the Group were both $1,200,000 and $1,240,150 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, 2022 and 2021, the Group’ s unused credit line were amounted to $2,940,718 thousand and $3,262,255 thousand, respectively.

(Continued)

59

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

(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.

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. This 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 manage 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, 2022 and 2021, the Group’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,
2022
$ 5,856,102
(471,820)
$
5,384,282
$
5,913,860
%
91.05
December 31,
2021
6,353,586
(414,256)
5,939,330
6,626,597
%
89.63

The method of capital management of the consolidated company on December 31, 2022 and 2021 has not changed.

(Continued)

60

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

  • (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, 2022 and 2021, were as follows:

  • (i) For right-of-use asset under lease, please refer to notes 6(j).

  • (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,
2022
$ 3,199,965
150,000
172,480
$
3,522,445
January 1,
2021
$ 3,036,098
200,000
30,723
$
3,266,821
Cash flows
264,572
100,000
(30,010)
334,562
Cash flows
163,867
(50,000)
(30,537)
83,330
Non-cash changes Non-cash changes
Change in
lease
payments
-
-
(1,348)
(1,348)

Change in
lease
payments
-
-
-
-
December 31,
2022
3,464,537
250,000
142,511
Acquisition
Foreign
exchange
movement
-
-
-
-
257
1,132
257
1,132
Non-cash changes
3,857,048
December 31,
2021
3,199,965
150,000
172,480
Acquisition
-
-
172,386
172,386
Foreign
exchange
movement
-
-
(92)
(92)
3,522,445

(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 relatedparty Relationship with the Group
Chun Pin Enterprise Co., Ltd. An associate
Foremost-Oceans NueTeq, Ltd. An associate
Chin Yi Ho Hang, Ltd. Same chairman with the Group

Yee Fong Chemical and Industrial Co., Ltd.

Ocean Plastics Urban Land Redevloping Council

The director of this company is the president of the Group

The member of the council is the chairman of the Company

(Continued)

61

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

  • (b) Significant transactions wiht related parties

  • (i) Operating revenues

Relationship 2022
$
1,778
2021
Associate -

There were no significant difference in the collection periods between the related parties and other customers. The credit terms ranged from 30 to 180 days. Amounts receivable from related parties were uncollateralized, and no expected credit loss were required after the assessment by the management.

(ii) Account receivable with related parties

Account Relationship December 31,
2022
$
1,867
December 31,
2021
Account Receivable Associate -
  • (iii) Other transactions with related parties
Account
Cost of goods sold
Relationship 2022
21,693
2021
Associate 23,939

The Group commissioned its associate to operate oil storage tanks. The outstanding balances of management expenses on December 31, 2022 and 2021 were $3,098 thousand and $3,083 thousand, which are presented as “other payables to related parties”

(iv) Leases

In January 2019, the Group leased an high-pressure spherical tank from its associate. A sixyear 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 the years ended December 31, 2022 and 2021, the Group recognized the amount of $866 thousand and $686 thousand as interest expense. As of December 31, 2022 and 2021, the lease liabilities had amounted to $69,589 thousand and $85,179 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 the years ended December 31, 2022 and 2021, the Group recognized the amount of $173 thousand and $271 thousand as interest expense. As of December 31, 2022 and 2021, the lease liabilities had amounted to $7,325 thousand and $14,552 thousand.

(Continued)

62

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

(v) 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 foe land development procedures and received an income of $24,095 thousand (recognized as Other income ) for the years ended December 31, 2021. As of December 31, 2021, there is no outstanding balance.

(vi) Transaction of 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

Key management personnel compensation
Short-term employee benefits 2022
$
5,845
2021
5,847

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2022
$ 2,277,075
3,588,115
34,414
$
5,899,604
December 31,
2021
Property, plant and equipment
Investment property
Other financial assets
Long-term and short-term loans
Long-term and short-term loans
Trust account
2,295,851
3,637,062
32,674
5,965,587

(9) Commitments and contingencies

(a) Significant Commitments and Contingencies were as follows:

(i) The Group’s unrecognized contractual commitments are as follows:

December 31,
2022
Acquisition of property, plant and equipment
$
32,669
(ii)
The
Group’s outstanding standby letter of credit are as follows:
December 31,
2022
Outstanding standby letter of credit
$
3,219
December 31,
2021
66,266
December 31,
2021
1,844

(Continued)

63

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

(iii) The joint construction contract signed by the company for the sale of the built real estate is as follows:

follows:
Joint construction method Project name
Co-built sub-housing Wenshan District Xinglong Section, Zhonghe District
Health Section
  • (iv) Due to borrowing and business needs,the endorsement guarantee amount that the Group provided for the subsidiary were follows:
December 31, December 31,
2022 2021
$ 1,200,000 1,240,150

(b) Major contingent liabilities: none.

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:None

(12) Other

(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

By funtion
By item
2022 2022 2021 2021 2021
Cost of
Sale
Operating
Expense
Total Cost of
Sale
Operating
Expense
Total
Employee benefits
Salary 290,852 99,607 390,459 299,081 89,671 388,752
Labor and health insurance 29,596 10,582 40,178 29,507 8,436 37,943
Pension 13,591 4,732 18,323 13,131 4,432 17,563
Director’s remuneration - 5,561 5,561 - 10,153 10,153
Others 18,066 5,827 23,893 19,988 5,924 25,912
Depreciation 193,336 20,260 213,596 187,122 19,446 206,568
Amortization - - - - - -

(Continued)

64

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 104,998 92,567 92,567 - 1 46,650 Operation
Capital
- - 1,182,772 2,365,544

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:

  • Fill in 1 if you have business contacts.

  • Fill in 2 if necessary for short-term financing.

Note 3: The total amount of funds and loans of the company must not exceed 40% of the net value of the Company, and the amount of funds and loans for a individual target shall not exceed 20% of the net value of the Company. and the limit of funds loaned to a single object is not more than 20% of the company's net value. The net value is based on the latest financial statements.

Note 4: The cumulative maximum balance of funds loaned to others from the current year to the reporting month includes the amount transferred from the accounts receivable beyond the normal credit period.

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
guaran
endor
-party of
tee and
sement
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 Chang Xin
Co., Ltd.
2 2,956,930 1,220,150 1,200,000
(Note 5)
382,510 - %
20.29
4,731,088 Y 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.Transactions between the companies.

  • 2.The Company directly or indirectly holds more than 50% voting right.

  • 3.When other companies directly or indirectly hold more than 50% voting rights of the Company.

  • 4.The Company directly or indirectly holds more than 90% voting right.

  • 5.A company that is mutually protected under contractual requirements based on the needs of the contractor.

  • 6.A company that is endorsed by all the contributing shareholders in accordance with their shareholding ratio due to joint investment relationship.

  • 7.Under the Consumer Protection Act, performance guarantees for pre-sale contracts for companies in the same industry.

Note 3: The company and Fine environment Technology Co., Ltd. shall not exceed 50% of the net worth of the endorsement guarantee company for a single enterprise; the total shall not exceed 80% of the net worth of the endorsement guarantee company; Changxin Xinye Co., Ltd. shall not exceed 80% of the net worth of the endorsement guarantee company for a single enterprise; the total shall not exceed 100% of the net worth of the endorsement guarantee company; Hongda Investment Co., Ltd. limits a single company’s endorsement guarantee limit not to exceed 20% of the endorsement guarantee company’s net worth; The total amount shall not exceed 50% of the company’s net worth under the endorsement guarantee.The total amount of guarantee for external endorsement shall not exceed 200% of the net value of the company.

The guarantee amount for a single enterprise endorsement shall not exceed 100% of the current net value of the company.

Note 4: The highest balance of the endorsement guarantee for others in the current year.

Note 5: The company and its 100% directly or indirectly holding subsidiaries provide jointly held land pledges as guarantees.

(Continued)

65

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

(iii) Securities held as of December 31, 2022 (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
Ending balance Ending balance Ending balance Ending balance 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
37,062 547,480 %
12.46
547,480 %
12.46
E'dale Technology
Co., Ltd.
- 630 23,777 %
3.38
23,777 %
3.38
PAN OCEAN INC. - 152 6,890 %
15.07
6,890 %
15.07
Ultra-Pak
Industries Co., Ltd
- 2,567 13,865 %
7.00
13,865 %
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)
2,945 131,774 %
7.87
131,774 %
7.87
Chang Xin Co.,
Ltd.
Ultra-Pak
Industries Co., Ltd
- Equity instruments
at fair value
through other
comprehensive
income
1,487 8,032 %
4.06
8,032 %
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 2,796 %
-
2,796 %
-
United
Microelectronics
Corporation
- 29 1,178 %
-
1,178 %
-
Capital SZSE SME
Price Index
Exchange Traded
Fund-TWD
- 200 2,920 %
-
2,920 %
-
Cathy US Premium
Bond Fund A
- Financial assets
designated at fair
value through
profit or loss-non
current (fund)
500 4,933 %
-
4,933 %
-
Ultra-Pak
Industries Co., Ltd
- Equity instruments
at fair value
through other
comprehensive
income
1,265 6,830 %
3.45
6,830 %
3.45
E'dale Technology
Co., Ltd.
- 580 21,894 %
3.11
21,894 %
3.11
Fuzetec
Technology Co.,
Ltd.
- Financial assets
designated at fair
value through
profit or loss-
current (stock)
2,926 130,935 %
7.82
130,935 %
7.82
Fine Environment
Technologies Co.,
Ltd.
Minima
Technology Co.,
Ltd.
- Equity instruments
at fair value
through other
comprehensive
income
413 8,704 %
1.05
8,704 %
1.06
Microcell
Composite
Company
- 237 - %
4.32
- %
4.32
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 10,189 %
-
10,189 %
-
AB FCP I-Global
High Yield
Portfolio Class EA
USD
- 24 7,178 %
-
7,178 %
-

(Continued)

66

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
Ending balance Ending balance Ending balance Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
OPC HOLDING
LTD.
AB FCP I-Global
High Yield
Portfolio Class EA
USD
-
F
f
p
c
inancial assets at
air value through
rofit or loss-
urrent (funds)
24 7,072 %
-
7,072 %
-
AB FCP I-Global
High Yield
Portfolio Class EA
USD
- 11 2,685 %
-
2,685 %
-
  • (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)
Intercompany transactions
Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
0 The Company

Foremost-Oceans NueTeq,
Ltd.

1
Trade receivables 1,867 Comparable to general
company
0.02%
0 The Company

Foremost-Oceans NueTeq,
Ltd.

1
Operating revenue 1,778 Comparable to general
company
0.03%
0 The Company
Chang Xin Co., Ltd. 1 Investment
Property
20,150 Sold to the company at
cost
0.17%
0 The Company

Fine Environment
Technologies Co.,Ltd.
1 Trade receivables 108 Comparable to general
company
-%
0 The Company

Fine Environment
Technologies Co.,Ltd.
1 Operating revenue 2,840 Comparable to general
company
0.04%
0 The Company

Ocean Plastics (Dong
Guan)Co.,Ltd.
1 Trade receivables 30,863 Comparable to general
company
0.26%
0 The Company

Ocean Plastics (Dong
Guan) Co., Ltd
1 Other receivables 16,871 Consider the collection
situation and accept the
payment
0.14%
0 The Company

Ocean Plastics (Dong
Guan) Co., Ltd
1 Long-term
receivables
75,696 Consider the collection
situation and accept the
payment
0.64%
0 The Company

Ocean Plastics (Dong
Guan)Co.,Ltd
1 Operating revenue 46,650 Comparable to general
company
0.72%
0 The Company

Ocean Plastics (Hui
Zhou)Co.,Ltd.
1 Operating revenue 11,098 Comparable to general
company
0.17%
  • (b) Information on investees:

The following is the information on investees for the years ended December 31, 2022 (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, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Highest
Percentage of
wnership
Net income
(losses)
of investee
Share of
profits/losses of
investee
(Note 1)
Note
December 31, 2022 December 31, 2021 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
442,477 %
44.62
215,346 96,077 associate
The Company Fine
Environment
Technologies
Co., Ltd.
Taiwan Wholesale of plastics
product
44,792 44,792 1,003 %
60.76
8,033 %
60.76
(21 )
(13)
Subsidiary
The Company Chang Xin Co.,
Ltd.
Taiwan General investing 2,900,860 2,900,860 290,086 %
100.00
1,433,794 %
100.00
(15,569 )
(17,627)
Subsidiary
The Company Hong Da
Investment Co.,
Ltd.
Taiwan General investing 190,000 190,000 19,000 %
100.00
195,450 %
100.00
(64,163 )
(66,685)
Subsidiary
(Continued)

67

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

Name of investor Name of investee Location Main
businesses and
products
Original investment amount Original investment amount Balance as of December 31, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Highest
Percentage of
wnership
Net income
(losses)
of investee
Share of
profits/losses of
investee
(Note 1)
Note
December 31, 2022 December 31, 2021 Shares
(thousands)
Percentage of
wnership
Carrying
value
The Company FERMAT
ENTERPRISES,
LTD.
British Virgin
Islands
Investment holding 13,887 13,887 450 %
100.00
20,876 %
100.00
(1,067) (1,067) Subsidiary
The Company UNIVERSE
ENTERPRISES
LTD.
British Virgin
Islands
Investment holding - 93,032 - %
-
- %
100.00
58 58 Subsidiary
The Company OCEAN
GROUP LTD.
Samoa Investment holding 1,069,438 1,069,438 32,900 %
100.00
535,035 %
100.00
70,074 70,074 Subsidiary
The Company Foremost-
Oceans NueTeq,
Ltd.
Taiwan Wholesale of plastics
product
6,050 - 605 %
40.07
6,016 %
40.07
(87) (34) Associate
Hong Da
Investment Co.,
Ltd.
Fine
Environment
Technologies
Co., Ltd.
Taiwan Wholesale of plastics
product
6,294 6,294 647 %
39.24
5,188 %
39.24
(21) (8) Subsidiary
Chang Xin Co.,
Ltd.
Shen Yang
Development
Co., Ltd.
Taiwan Real estate
development
535 535 1,000 %
100.00
536 %
100.00
1 1 Subsidiary
OCEAN
GROUP LTD.
OPC
HOLDINGS,
LTD.
British Virgin
Islands
Investment holding 27,850 27,850 450 %
100.00
49,592 %
100.00
4,035 4,035 Subsidiary
OCEAN
GROUP LTD.
SAGE
HOLDINGS
LTD.
Samoa Investment holding 800,217 800,217 25,000 %
100.00
554,490 %
100.00
75,130 75,130 Subsidiary
OCEAN
GROUP LTD.
RISE FUTURE
INTERNATION
AL LTD.
Seychelles Investment holding 241,371 241,371 7,450 %
100.00
(69,106) %
100.00
(9,098) (9,098) 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, 2021
(Note 3)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2022
(Note 3)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Highest
percentage
of
ownership
Investment
income
(losses)
(Note 2)
Book
value
Accumu-late
remittance o
earnings in
current perio
Outflow Inflow
Ocean Plastics(Hui
Zhou)Co.,Ltd
Operating general soft tape,
foamed latex leather and
rubber leather production
and sales business
812,643
(USD25,000)
( 3 ) 812,643
(USD25,000)
- - 812,643
(USD25,000))
75,130 100.00% 100.00% 75,130 554,487 -
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)
(9,098) 100.00% 100.00% (9,098) (69,108) -

(ii) Limitation on investment in Mainland China:

Accumulated Investment in Mainland China
as of December 31, 2022
(Note 3)
Investment Amounts Authorized by
Investment Commission, MOEA
(Note 3)
Upper Limit on Investment
(Note 4)
1,069,438
(USD32,900)
1,069,438
(USD32,900)
3,548,316

Note 1: Re-investment company in mainland China established through investments of a third district.

Note 2: The investment income (loss) were based on financial statements audited by the auditor of the Company.

Note 3: The amount of accumulated outflow of investment from Taiwan were translated into New Taiwan dollars at the reporting date.

Note 4: The upper limit on Envestment was calculated in accordance with regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.

Note 5: In the first quarter of 2020, the Group sold the equity of Hunan Kunyuan Plastic Chemical Co., Ltd., OPC Holding Inc. and Ocean Group Ltd., and reduced the capital to return the share price of RMB 296,500 thousand.

Note 6: Transactions within the Group were elminated 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

(Continued)

68

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

(14) Segment information

  • (a) General information

The Group’ s reportable departments are the Taiwan region and the mainland region. They are mainly engaged in the manufacturing, sales and research and development of related products such as plastic cloth, plastic pipe, plastic leather, and plastic powder and pellets; The real estate development department is engaged in the Group’s real estate development business. The Group’s strategic business units are managed separately due to different technologies and marketing strategies required. The Group’s main operating decision makers review the internal management reports of each strategic operating unit at least quarterly. The group has other operating departments that have not reached the quantitative threshold, mainly engaged in the sales of plastic products and other businesses.

  • (b) The information should report that the department’ s profit and loss, assets, liabilities and their measurement and reconciliations

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but not including any extraordinary activity and foreign exchange gain or losses because taxation, extraordinary activity, and foreign exchange gain or losses are managed on a group basis, and hence they are not able to be allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant non-cash items. The reportable amount is similar to that in the report used by the chief operating decision maker.

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.

69

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

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
Asset:
Investments accounted for using equity
method
Capital expenditure of non-current assets
Reportable segment assets
Reportable segment liabilities
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
2022
Taiwan Business
Division
$ 5,592,445
60,588
674
$
5,653,707
$ 17,493
192,204
80,776
$
(89,414)
$ 2,646,868
120,093
$
8,765,335
$
2,525,425
China
Business
Departmen
913,691
-
5,762
919,453
655
21,392
-
87,508
-
-
806,360
271,325
Real Estate
Development
Department
-
-
-
-
-
-
-
(15,569)
536
28,619
6,061,433
3,182,596
2021
Other
-
-
1,465
1,465
-
-
-
(1,068)
-
-
21,170
294
Reconciliation
and
elimination
-
(60,588)
-
(60,588)
-
-
15,267
10,746
(2,198,911)
-
(3,884,336)
(123,538)
Total
6,506,136
-
7,901
6,514,037
18,148
213,596
96,043
(7,797
448,493
148,712
11,769,962
5,856,102
China
Business
Departmen
866,252
-
2,650
868,902
546
19,753
-
(4,501)
-
2,436
761,196
302,660
Real Estate
Development
Department
-
-
-
-
-
-
-
5,280
535
180,716
6,014,124
3,103,375
Other
-
91,929
1,519
93,448
-
-
-
4,093
-
-
85,999
444
Reconciliation
and
elimination
-
(212,578)
-
(212,578)
-
-
(73,120)
(79,663)
(2,299,778)
-
(4,002,724)
(127,317)
Total
6,490,333
-
4,344
6,494,677
15,400
206,568
78,728
352,208
417,247
283,914
12,980,183
6,353,586

The material reconciling items of the above reportable segment are as below:

Total reportable segment revenue after deducting the intersegment revenue was $60,588 thousand and $212,578 thousand in 2022 and 2021, respectively.

70

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

(c) Product and service information

Revenue from the external customers of the Group was as follows:

Products
Plastic materials
Plastic products
Others
Total
2022
$ 3,442,249
3,063,667
220
$
6,506,136
2021
3,596,453
2,883,705
10,175
6,490,333

(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
Revenue from external customers:
Taiwan
United States
India
China
Japan
Other countries
Total
Geographical information
Non-current assets:
Taiwan
China
Total
2022
$ 2,211,016
1,088,512
1,685,671
268,738
732,028
520,171
$
6,506,136
December 31,
2022
$ 8,330,101
138,917
$
8,469,018
2021
2,630,712
950,792
1,962,638
239,605
375,623
330,963
6,490,333
December 31,
2021
8,352,779
147,648
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 noncurrent 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 2022 and 2021.

1

Stock Code:1321

Ocean Plastics Co., Ltd.

Parent Company Only Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

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

2

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
8~10
10~24
24~25
26~55
56~58
59
59
59
59
60
61~63
63
64
64
64
65~75

3

==> picture [76 x 32] intentionally omitted <==

==> picture [168 x 19] intentionally omitted <==

KPMG

���110615���5�7�68�(��101��) ���� Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, ���� Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) ���� Web kpmg.com/tw

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, 2022 and 2021, 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, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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 12% and 10% of total assets at both December 31, 2022 and 2021, and the related share of profit of associates and joint ventures accounted for using the equity method constituting (553)% and 21% of total profit before tax for the years then ended, respectively.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

3-1

Key Audit Matters

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

1. Inventory valuation

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

Description of key audit matter:

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

How the matter was addressed in our audit:

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.

3-2

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  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.

3-3

  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 Sheng-Ho Yu and YungHua Huang.

KPMG

Taipei, Taiwan (Republic of China) March 15, 2023

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

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

4

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

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1170
Notes and trade receivables, net (note 6(d)(s) and 7)
130X
Inventories (note 6(e))
1470
Other current assets (note 7)
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (note 6(c))
1550
Investments accounted for using equity method (note 6(f))
1600
Property, plant and equipment (note 6(g) and 8)
1755
Right-of-use assets (note 6(h))
1760
Investments property, net (note 6(i) and 8)
1840
Deferred tax assets (note 6(p))
1900
Other non-current assets (note 8)
1942
Long-term accounts receivables due from related parties (note 7)
Total assets
December 31, 2022
Amount
%
$ 134,045
2
131,774
2
613,720
7
368,207
4
58,687
1
1,306,433
16
592,012
7
2,641,681
31
3,241,123
38
76,423
1
436,740
5
13,326
-
51,074
1
75,696
1
7,128,075
84
$
8,434,508
100
December 31, 2021
Amount
%
145,788
1
206,422
2
755,741
8
714,678
7
63,270
1
1,885,899
19
1,091,906
11
2,710,818
28
3,304,874
34
100,066
1
458,209
5
12,397
-
52,277
1
83,382
1
7,813,929
81
9,699,828
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(k) and 8)
2171
Notes and trade payables
2200
Other payables
2300
Other current liabilities (note 6(j)(m) and 8)
2230
Current tax liabilities (note 6(p))
2320
Long-term liabilities, current portion (note 6(l) and 8)
Non-Current liabilities:
2540
Long-term borrowings (note 6(l) and 8)
2570
Deferred tax liabilities (note 6(p))
2640
Net defined benefit liability, non-current (note 6(o))
2670
Other non-current liabilities, others (note 6(m)(o))
Total liabilities
Equity attributable to owners of parent (note 6(q)):
3100
Capital stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2021
Amount
%
Amount
%
$ 250,000
3
467,424
6
178,602
2
32,140
-
5,321
-
43,056
1
976,543
12
922,917
11
425,452
5
92,261
1
103,475
1
1,544,105
18
2,520,648
30
2,272,283
27
18,915
-
3,412,027
40
246,824
3
(36,189)
-
5,913,860
70
$
8,434,508
100
150,000
2
892,100
9
201,009
2
36,852
-
11,223
-
54,167
1
1,345,351
14
1,080,417
11
417,666
5
105,337
1
124,460
1
1,727,880
18
3,073,231
32
2,272,283
23
14,335
-
3,603,417
37
772,751
8
(36,189)
-
6,626,597
68
9,699,828
100

See accompanying notes to parent company only financial statements.

5

(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, 2022 and 2021

(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)(i)(n)(o)):
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 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 (loss) before income tax
7950
Less: Income tax expenses (note 6(p))
Profit (loss)
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 (loss) earnings per share
Diluted (loss) earnings per share
2022
Amount
%
$ 5,649,875
100
5,430,573
96
219,302
4
363,769
6
88,407
2
10,266
-
1,288
-
463,730
8
(244,428)
(4)
626
-
168,246
3
(17,577)
-
(17,493)
-
80,783
1
214,585
4
(29,843)
-
12,814
-
(42,657)
-
10,326
-
(499,894)
(9)
(32,458)
(1)
-
-
(522,026)
(10)
6,425
-
-
-
6,425
-
(515,601)
(10)
$
(558,258)
(10)
$
(0.19)
$
(0.19)
2021
Amount
%
5,730,874
100
5,321,209
93
409,665
7
338,874
6
90,578
2
9,926
-
434
-
439,812
8
(30,147)
(1)
79
-
155,138
3
83,170
1
(14,854)
-
151,772
3
375,305
7
345,158
6
25,790
-
319,368
6
3,378
-
(97,103)
(2)
14,970
-
-
-
(78,755)
(2)
2,552
-
-
-
2,552
-
(76,203)
(2)
243,165
4
1.45
1.45

See accompanying notes to parent company only financial statements.

6

(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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Share capital
Ordinary
shares
Balance at January 1, 2021
$ 2,272,283
Profit
-
Other comprehensive income
-
Total comprehensive income
-
Appropriation and distribution of retained earnings:
Legal reserve appropriated
-
Cash dividends of ordinary share
-
Adjustments of capital surplus for company's cash dividends
received by subsidiaries
-
Balance at December 31, 2021
2,272,283
Profit
-
Other comprehensive income
-
Total comprehensive income
-
Appropriation and distribution of retained earnings:
Legal reserve
-
Cash dividends of ordinary share
-
Adjustments of capital surplus for company's cash dividends
received by subsidiaries
-
Balance at December 31, 2022
$
2,272,283
Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Total other equity interest Total other equity interest Total other equity interest Treasury
shares
Total equity
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) on financial
assets measured at
fair value through
other comprehensive
income
Total other
equity interest
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
7,792 - 2,978,245 529,654 3,507,899 (39,407)
-
2,552
2,552
-
-
-
(36,855)
-
6,425
6,425
-
-
-
(30,430)
891,739 852,332 (36,189)
-
-
-
-
-
-
(36,189)
-
-
-
-
-
-
(36,189)
6,604,117
-
-
-
-
-
-
319,368
3,378
319,368
3,378
319,368
(76,203)
- - - 322,746 322,746 243,165
-
-
6,543
52,965
-
-
-
-
-
-
(227,228)
6,543
14,335
-
-
52,965
-
-
2,978,245
-
-
6,626,597
(42,657)
(515,601)
- - - (558,258)
-
-
4,580
32,275
-
-
-
-
-
-
(159,059)
4,580
18,915 85,240 2,978,245 5,913,860

See accompanying notes to parent company only financial statements.

7

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

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile loss:
Depreciation expense
Expected credit loss
Net loss (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
Property, plant and equipment transferred to expenses
Gain on disposal of investment properties
Gain on disposal of investments
Other
Total adjustments to reconcile loss
Changes in operating assets and liabilities:
Changes in operating assets:
Notes and trade receivables
Inventories
Other current assets
Other financial assets
Other operating assets
Total changes in operating assets
Changes in operating liabilities:
Contract liabilities
Notes and trade payables
Other payable
Provisions
Other current liabilities
Net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
2022
$ (29,843)
192,204
1,288
74,648
17,493
(626)
(125,717)
(80,783)
335
-
-
(1,348)
77,494
140,733
346,546
13,482
(1,740)
(205)
498,816
(2,749)
(424,677)
(22,511)
847
(99)
(3,176)
(452,365)
46,451
123,945
2021
345,158
186,816
434
(61,233)
14,854
(79)
(91,832)
(151,772)
441
(8,269)
(1,385)
-
(112,025)
(134,897)
(346,194)
(788)
(17,843)
(3,922)
(503,644)
11,874
437,376
(4,008)
1,081
99
(2,924)
443,498
(60,146)
(172,171)

See accompanying notes to parent company only financial statements.

7-1

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

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes (paid) 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
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity method
Acquisition 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 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 used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

8

(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, 2022 and 2021

(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 financial statements were authorized for issue by the Board of Directors on March 14, 2023.

(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 financial statements, from January 1, 2022:

  • ●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”

  • (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, 2023, would not have a significant impact on its financial statements:

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

  • ●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(Continued)

9

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 1 “Non-
current Liabilities with
Covenants”
Content of amendment
Effective date per
IASB
Under
existing
IAS
1
requirements,
companies classify a liability as current
when they do not have an unconditional
right to defer settlement for at least 12
months after the reporting date. The
amendments has removed the requirement
for a right to be unconditional and instead
now requires that a right to defer settlement
must exist at the reporting date and have
substance.
The amendments clarify how a company
classifies a liability that can be settled in its
own shares – e.g. convertible debt.
January 1, 2024
After reconsidering certain aspects of the
2020
amendments1,
new
IAS
1
amendments clarify that only covenants
with which a company must comply on or
before the reporting date affect the
classification of a liability as current or
non-current.
Covenants with which the company must
comply after the reporting date (i.e. future
covenants) do not affect a liability’ s
classification at that date. However, when
non-current liabilities are subject to future
covenants, companies will now need to
disclose
information
to
help
users
understand the risk that those liabilities
could become repayable within 12 months
after the reporting date.
January 1, 2024

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.

(Continued)

10

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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 IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information “

  • ●IFRS16 “Requirements for Sale and Leaseback Transactions”

(4) Summary of significant accounting policies:

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

(a) Statement of compliance

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.

(Continued)

11

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(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

  • 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 noncontrolling 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.

(Continued)

12

Ocean Plastics Co., Ltd. Notes to the Financial Statements

  • (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

  • (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.

(Continued)

13

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(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 Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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.

(Continued)

14

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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 Company 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.

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 forwardlooking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

(Continued)

15

Ocean Plastics Co., Ltd. Notes to the Financial Statements

The Company considers a financial asset to be in default when the financial asset is more than 180 days past due or 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.

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 is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

(Continued)

16

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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, 2022 and 2021, the balance of special earnings reserve were $2,978,245 thousand.

(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).

(Continued)

17

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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.

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.

(Continued)

18

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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.

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.

(Continued)

19

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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
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.

(Continued)

20

Ocean Plastics Co., Ltd. Notes to the Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 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 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.

(Continued)

21

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(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.

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.

(Continued)

22

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(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.

(ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(Continued)

23

Ocean Plastics Co., Ltd. Notes to the Financial Statements

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) 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 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.

(Continued)

24

Ocean Plastics Co., Ltd. Notes to the Financial Statements

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.

  • (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 Company has substantive control over a subsidiary; please refer to the consolidated financial statements for the year ended December 31, 2022.

(Continued)

25

Ocean Plastics Co., Ltd. Notes to the Financial Statements

  • (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.

Holding 40% of preferred stock and 50% of common stock in Foremost-Oceans NueTeq, Ltd., the Company was not the largest shareholder. The Company obtained neither more than half of Foremost-Oceans NueTeq, Ltd.’ 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 Foremost-Oceans NueTeq, Ltd.

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.

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.

(Continued)

26

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Revolving funds and cash on hand
Demand deposits and check deposits
Time deposits
Cash and cash equivalents in the consolidated statement of
cash flows
December 31,
2022
$ 500
102,825
30,720
$
134,045
December 31,
2021
500
145,288
-
145,788

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
December 31,
2022
Current financial assets designated at fair value through
profit or loss:
Listed domestic stock
$
131,774
Financial assets at fair value through other comprehensive income
December 31,
2022
Equity investments at fair value through other comprehensive
income:
Unlisted domestic stock-Taiwan VCM Corporation
$ 547,480
Unlisted domestic stock-Others
44,532
Total
$
592,012
December 31,
2021
206,422
December 31,
2021
1,016,326
75,580
1,091,906

(c) Financial assets at fair value through other comprehensive income

  • (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 $115,116 thousand and $87,178 thousand in 2022 and 2021.

The Company did not dispose strategic investment in 2022 and 2021. 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, 2022 and 2021, the financial assets which held by the Company did not offer any pledge and assurance.

(Continued)

27

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(d) Notes and trade receivables

Notes receivable from operating activities
Trade receivables
Less: Loss allowance
December 31,
2022
$ 37,737
583,694
(7,711)
$
613,720
December 31,
2021
57,640
704,524
(6,423)
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:

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, 2022 December 31, 2022
Gross carrying
amount
Weighted-
average loss
rate
$ 573,770
-
44,466
10%
3,195
100%
$
621,431
December 31, 2021
Loss allowance
provision
-
4,516
3,195
7,711
Weighted-
average loss
rate
-
9%
100%
Loss allowance
provision
-
2,579
3,844
6,423

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
2022
$ 6,423
2,184
(896)
$
7,711
2021
5,989
1,708
(1,274)
6,423

The aforementioned notes and trade receivables of the Company were not pledged as collateral as of December 31, 2022 and 2021.

(Continued)

28

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(e) Inventories

Manufacturing:
Raw materials
Work in progress
Finished goods
Construction industry:
Construction in progress
December 31,
2022
$ 157,243
17,840
193,049
368,132
75
$
368,207
December 31,
2021
292,220
29,370
393,088
714,678
-
714,678

The Company’s relevant inventory details recognized in operating costs in 2022 and 2021 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
2022
$ 5,356,863
12,824
-
109,025
(48,139)
$
5,430,573
2021
5,215,283
1,234
1,602
101,289
1,801
5,321,209

As of December 31, 2022 and 2021, 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,
2022
$ 2,193,188
448,493
$
2,641,681
December 31,
2021
2,293,571
417,247
2,710,818

(Continued)

29

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(i) Subsidiary

Please refer to consolidated financial report of 2022.

(ii) Associates

Associates which are material to the Company consisted of the followings:

Name of
Associates
Chun Pin Enterprise
Co., Ltd
Foremost-Oceans
NueTeq, Ltd.
Nature of
Relationship with
the Group
Wholesale of chemical
feedstock and products
Wholesale of
petrochemical
materials
manufacturing
Main operating
location/
Registered
country of the
Company
Taiwan
Taiwan
Proportion of shareholding
and voting rights
December 31,
2022
December 31,
2021
%
44.62
%
44.62
40.07%、50.00%
%
-

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:

1) 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,
2022
$ 826,441
271,851
(88,420)
(18,113)
$
991,759
2022
$ 467,562
215,346
-
$
215,346
2022
$ 417,247
96,077
(70,847)
$
442,477
December 31,
2021
862,322
238,527
(133,582)
(32,059)
935,208
2021
436,102
176,458
-
176,458
2021
407,945
78,728
(69,426)
417,247

(Continued)

30

Ocean Plastics Co., Ltd. Notes to the Financial Statements

2) Foremost-Oceans NueTeq, Ltd.

Current assets
Non-current assets
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
Increase in current period
Comprehensive income attributable to the Group
Share of net assets of associates as of December 31
December 31,
2022
$ 3,878
13,010
(1,873)
$
15,015
2022
$ -
(87)
-
$
(87)
2022
$ -
6,050
(34)
$
6,016
December 31,
2021
-
-
-
-
2021
-
-
-
-
2021
-
-
-
-

(iii) Guarantee

As of December 31, 2022 and 2021, 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, 2022 and 2021, were as follows:

Cost or deemed cost:
Balance on January 1, 2022
Additions
Transfer from construction in
progress and testing equip
Disposal
Transfer to expense
Balance on December 31, 2022
Lands
$ 1,483,366
-
-
-
-
$
1,483,366
Buildings and
constructions
1,240,147
-
5,761
-
-
1,245,908
Machinery and
equipment
2,019,150
-
65,062
(115,915)
-
Other facilities
1,463,643
-
81,137

(23,990)
-
1,520,790
Construction in
progress
86,301
103,644
(151,960)
-
(335)
37,650
Total
6,292,607
103,644
-
(139,905)
(335)
1,968,297 6,256,011

(Continued)

31

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Balance on January 1, 2021
Additions
Transfer from construction in
progress and testing equip
Disposal
Transfer to expense
Balance on December 31, 2021
Depreciation and impairments losses:
Balance on January 1, 2022
Depreciation and impairment
loss for the year
Disposal
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation and impairment
loss for the year
Disposal
Balance on December 31, 2021
Carrying amount:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Lands
$ 1,483,366
-
-
-
-
$
1,483,366
$ -
-
-
$
-
$ -
-
-
$
-
$
1,483,366
$
1,483,366
$
1,483,366
Buildings and
constructions
1,236,587
-
3,560
-
-
1,240,147
334,442
24,551
-
358,993
310,105
24,337
-
334,442
886,915
926,482
905,705
Machinery and
equipment
2,021,215
-
27,859
(29,924)
-
2,019,150
1,528,781
68,370
(115,915)
1,481,236
1,491,920
66,787
(29,926)
1,528,781
487,061
529,295
490,369
Other facilities
1,460,922
-
20,981
(18,260)
-
1,463,643
1,124,510
74,139
(23,990)
1,174,659
1,071,810
70,958
(18,258)
1,124,510
346,131
389,112
339,133
Construction in
progress
39,728
99,414
(52,400)
-
(441)
86,301
-
-
-
-
-
-
-
-
37,650
39,728
86,301
Total
6,241,818
99,414
-
(48,184)
(441)
6,292,607
2,987,733
167,060
(139,905)
3,014,888
2,873,835
162,082
(48,184)
2,987,733
3,241,123
3,367,983
3,304,874

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, 2022 and 2021, carrying amount of above mentioned lands (including investment property) were $84,803 thousands and $141,648 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.

In addition, to enhance the operating efficiency of the Company’ s assets and enhance its competitiveness, the Company resolved on November 10, 2021 by the Board of Directors to transfer 21.3% of the holding percentage of the rezoning land located at land No.1286, Jiankang section, Zhonghe District, New Taipei City on May 24, 2022 (acquisition date) to the investee (subsidiaries). The land title is transfer to the Company from third party and the subsidiary is in charge of planning. Investment property-land, costs that was transferred is amounting to NT$20,155 thousand.

As of December 31, 2022 and 2021, the collateral details of long-term borrowings and credit agreements, please refer to note 8.

(Continued)

32

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 Company as a lessee was presented below:

Cost:
Balance at January 1, 2022
Additions
Decrease
Balance at December 31, 2022
Balance at January 1, 2021
Additions
Decrease
Balance at December 31, 2021
Accumulated depreciation:
Balance at January 1, 2022
Depreciation for the year
Decrease
Balance at December 31, 2022
Balance at January 1, 2021
Depreciation for the year
Decrease
Balance at December 31, 2021
Carrying amount:
Balance at December 31, 2022
Balance at December 31, 2021
Balance at January 1, 2021
Lands
$ 9,701
-
-
$
9,701
$ 9,701
-
-
$
9,701
$ 5,820
1,941
-
$
7,761
$ 3,880
1,940
-
$
5,820
$
1,940
$
3,881
$
5,821
Buildings and
constructions
26,194
-
-
26,194
26,194
-
-
26,194
15,717
5,238
-
20,955
10,478
5,239
-
15,717
5,239
10,477
15,716
Other
facilities
99,318
257
(3,658)
95,917
34,429
95,660
(30,771)
99,318
13,610
16,721
(3,658)
26,673
28,071
16,310
(30,771)
13,610
69,244
85,708
6,358
Total
135,213
257
(3,658)
131,812
70,324
95,660
(30,771)
135,213
35,147
23,900
(3,658)
55,389
42,429
23,489
(30,771)
35,147
76,423
100,066
27,895

(i) Investment property

Cost :
Balance at January 1, 2022
Disposal
Reclassification to inventory
Balance at December 31, 2022
Land
$ 442,776
(20,150)
(75)
$
422,551
Buildings
18,391
-
-
18,391
Total
461,167
(20,150)
(75)
440,942

(Continued)

33

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Balance at January 1, 2021
Reclassification from construction in
progress
Balance at December 31, 2021
Accumulated depreciation and impairment
losses:
Balance at January 1, 2022
Depreciation for the year
Balance at December 31, 2022
Balance at January 1, 2021
Depreciation for the year
Balance at December 31, 2021
Carrying amount:
Balance at December 31, 2022
Balance at January 1, 2021
Balance at December 31, 2021
Fair value
Balance at December 31, 2022
Balance at December 31, 2021
Land
$ 471,834
(29,058)
$
442,776
$ -
-
$
-
$ -
-
$
-
$
422,551
$
471,834
$
442,776
Buildings
Total
18,391
490,225
-
(29,058)
18,391
461,167
2,958
2,958
1,244
1,244
4,202
4,202
1,713
1,713
1,245
1,245
2,958
2,958
14,189
436,740
16,678
488,512
15,433
458,209
$
1,650,021
$
1,857,130

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.

In addition, to enhance the operating efficiency of the Company’ s assets and enhance its competitiveness, the Company resolved on November 10, 2021 by the Board of Directors to transfer 21.3% of the holding percentage of the rezoning land located at land No.1286, Jiankang section, Zhonghe District, New Taipei City on May 24, 2022 (acquisition date ) to the investee (subsidiaries). The land title is transfer to the Company from third party and the subsidiary is in charge of planning. Investment property-land, costs that was transferred is amounting to NT$20,155 thousand.

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, 2022 and 2021, investment property of the Group had been pledged as collateral for long-term borrowings and credit lines, please refer to note 8.

(Continued)

34

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,
2022
$ 23,236
3,098
3,961
1,845
$
32,140
December 31,
2021
23,453
3,083
8,370
1,946
36,852

(k) Short-term borrowings

The short-term borrowings of the Company were summarized as follows:

Unsecured bank loans
Secured bank loans
Total
Unused short-term credit line
Range of interest rates
December 31,
2022
$ -
250,000
$
250,000
$
946,781
1.45%~1.58%
December 31,
2021
150,000
-
150,000
398,156
1.10%~1.11%

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
Unused long-term credit lines
December 31, 2022 December 31, 2022 December 31, 2022
Currency Rate
TWD
Amount

1,134,584
(54,167)

1,080,417

2,180,000
Currency Rate Maturity year
2022.04.17~2031.06.29
$ $
$
TWD 0.89%~1.18%

For the collateral for long-term borrowings, please refer to note 8.

(Continued)

35

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,
2022
$
23,236
$
53,969
December 31,
2021
23,453
77,033

For maturity analysis, please refer to note 6 (v).

The amounts recognized in profit or loss was as follows:

2022 2021
Interest on lease liabilities $ 1,046 974
The amounts recognized in the statement of cash flows for the
Company was as follows:
2022 2021
Total cash outflow for leases $ 23,236 24,171

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 Company 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
More than five years
Total undiscounted lease payment
December 31,
2022
$ 9,444
9,560
9,727
9,846
10,076
69,478
$
118,131
December 31,
2021
9,281
9,444
9,560
9,727
9,846
79,554
127,412

(Continued)

36

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Rental income from investment properties was $11,473 thousand and $11,689 thousand in 2022 and 2021, 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:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2022
$ 362,358
(270,097)
$
92,261
December 31,
2021
381,586
(276,249)
105,337

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,
2022
$ 14,453
-
$
14,453
December 31,
2021
14,633
-
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 $270,097 thousand as of December 31, 2022. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(Continued)

37

Ocean Plastics Co., Ltd. Notes to the Financial Statements

  • 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
2022
$ 381,586
3,975
25,003
-
(12,656)
(35,550)
$
362,358
2021
396,840
3,810
(1,241)
9,162
(3,389)
(23,596)
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
2022
$ (276,249)
(1,367)
(22,247)
(5,784)
35,550
$
(270,097)
2021
(288,733)
(1,052)
(4,379)
(5,681)
23,596
(276,249)
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

The expenses recognized in profit or loss for the
C
ompany were as foll ows:
Current service costs
Net interest of net liabilities for defined benefit
obligations
2022
$ 2,095
513
$
2,608
2021
2,363
395
2,758

(Continued)

38

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Operating cost
Selling expenses
Administration expenses
Research and development expenses
2022
$ 1,957
31
615
5
$
2,608
2021
2,179
23
553
3
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, 2022 and 2021, were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2022
$ 122,725
(10,326)
$
112,399
2021
126,105
(3,378)
122,727
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
2022
2021
%
1.250
%
0.500
%
2.25
%
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 $5,789 thousand.

The weighted average lifetime of the defined benefits plans is 6.7 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.

(Continued)

39

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 2022 and 2021 shall be as follows:

December 31, 2022
Discount rate
Future salary increasing rate
December 31, 2021
Discount rate
Future salary increasing rate
Impact on defined benefit
obligation
Increased
0.25%
Decreased
0.25%
(5,977)
6,145
5,975
(5,841)
(6,792)
6,994
6,769
(6,609)

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 2022 and 2021.

(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 $12,526 thousand and $12,148 thousand for the years ended December 31, 2022 and 2021, respectively.

(p) Income tax

The components of income tax in the years 2022 and 2021 were as follows:

(i) Income tax expense

The components of income tax in the years 2022 and 2021 were as follows:

Current period
Deferred tax expense
Tax expense
2022
$ 5,957
6,857
$
12,814
2021
11,221
14,569
25,790

(Continued)

40

Ocean Plastics Co., Ltd.

Notes to the Financial Statements

Reconciliation of income tax and profit before tax for 2022 and 2021 is as follows:

Profit (loss) excluding income tax
Income tax using the Company’s domestic tax rate
Tax-exempt income
Non-deductible expenses
Current-year losses for which no deferred tax asset was
recognized
Changes in unrecognized temporary differences
Change in provision in prior periods
Additional tax on undistributed earnings
Other
Income tax expense
2022
$ (29,843)
(5,968)
(13,261)
584
45,994
(14,298)
636
5,321
(6,194)
$
12,814
2021
345,158
69,033
(65,385)
491
9,135
1,295
-
11,221
-
25,790
  • (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,
2022
$ 392,323
37,121
$
429,444
December 31,
2021
406,621
39,129
445,750

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, 2022, 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
$ 52,882
2028
99,314
2029
33,408
2032
$
185,604
2018 (Assessed amount)
2019 (Assessed amount)
2022 (Estimated declared amount)
Total

(Continued)

41

Ocean Plastics Co., Ltd. Notes to the Financial Statements

  • 2) Recognized deferred tax assets and liabilities

Deferred tax assets:

Balance at January 1, 2022 Recognized in profit or loss Balance at December 31, 2022 Balance at January 1, 2021 Recognized in profit or loss Balance at December 31, 2021

Unrealized
loss on
inventory
write-downs
$ 10,758
2,565
$
13,323
$ 10,511
247
$
10,758
Others
1,639
(1,636)
3
2,106
(467)
1,639
Total
12,397
929
13,326
12,617
(220)
12,397

Deferred tax liabilities:


Balance at January 1, 2022

Recognized in profit or loss
Balance at December 31, 2022

Balance at January 1, 2021

Recognized in profit or loss
Cash compensation for land sale
Balance at December 31, 2021
Reserve for
land value
increment tax
$ 325,211
(6,194)
$
319,017
$ 328,553
-
(3,342)
$
325,211
Difference in
the useful life
of property,
plant, and
equipment
92,455
13,980
106,435
78,108
14,347
-
92,455
Total
417,666
7,786
425,452
406,661
14,347
(3,342)
417,666
  • (iii) Assessment of tax:

The Company’s tax returns for the years through 2020 were assessed by the Taipei National Tax Administration.

(Continued)

42

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(q) Capital and other equity

As of December 31, 2022 and 2021, 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:
Share premium
Treasury share transactions
Adjustments of capital surplus for company's cash
dividends received by subsidiaries
Total
December 31,
2022
$ 680
7,112
11,123
$
18,915
December 31,
2021
680
7,112
6,543
14,335

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.

(Continued)

43

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, 2022 and 2021, the balance of special earnings reserve were $2,978,245 thousand.

3) Earnings distribution

Earnings distribution for 2021 and 2020 was decided by the resolution adopted, at the general meeting of shareholders held on June 21 2022 and July 27 2021, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to
ordinary shareholders:
Cash
2021
Amount
per share
Amount
$ 0.70
159,059
2020 2020
Amount
per share
$ 0.70
Amount
per sharet
1.00
Amount
227,228

(iii) Treasury shares

As of December 31, 2022. 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.

(Continued)

44

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 (loss) 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 (loss) 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)
2022
$
(42,657)
220,686
$
(0.19)
$
(42,657)
220,686
40
220,726
$
(0.19)
2021
319,368
220,686
1.45
319,368
220,686
235
220,921
1.45
  • (s) Revenue from contracts with customers

  • (i) Details of revenue

2022
Primary geographical markets
Taiwan
$ 2,177,179
India
1,685,671
USA
478,942
China
95,633
Other country
1,212,450
$
5,649,875
Main product/service line
Plastic material
$ 3,442,249
Plastic product
2,207,626
$
5,649,875
2021
2,600,066
1,962,638
313,942
169,740
684,488
5,730,874
3,596,453
2,134,421
5,730,874

(Continued)

45

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(ii) Contract balances

Notes and trade receivables
Less: allowance for impairment
Total
Contract liabilities
December 31,
2022
$ 621,431
(7,711)
$
613,720
$
37,741
December 31,
2021
762,164
(6,423)
755,741
40,490

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 2022 and 2021 that was included in the contract liability balance at the beginning of the period were $7,439 thousand and $11,539 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, the Company estimated its employee remuneration amounting to $6,108 thousand, and directors' and supervisors' remuneration amounting to $4,671 thousand. 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. Because the company had accumulated deficits in 2022, there was no need to estimate the remuneration of employees, directors and supervisors. The actual amounts appropriated and the estimated amounts in the financial statements were the same in 2021.

(u) Non-operating income and expenses

(i) Interest income

For the years ended December 31, 2022 and 2021, the details of other income were as follows:

2022
Interest income from bank deposits
$
626
2021
79

(Continued)

46

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(ii) Other income

For the years ended December 31, 2022 and 2021, the details of other income were as follows:

Rent income
Dividend income
Other income, Others
2022
$ 11,473
125,717
31,056
$
168,246
2021
11,689
91,832
51,617
155,138

(iii) Other gains and losses

For the years ended December 31, 2022 and 2021, the details of other gains and losses were as follows:

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
2022
$ -
-
57,071
(74,648)
$
(17,577)
2021
8,269
1,385
12,283
61,233
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, 2022 and 2021, the maximum amount exposed to credit risk were $745,494 thousand and $962,163 thousand, respectively.

2) Concentration of credit risk

The sales of the Company are not significantly concentrated within a few customers. As of December 31, 2022 and 2021, the balance of accounts receivable due from the 10 largest customers were 37% and 35%.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

(Continued)

47

Ocean Plastics Co., Ltd. Notes to the Financial Statements

Carrying
amount
December 31, 2022
Non-derivative financial liabilities
Secured bank loans
$ 1,215,973
Notes and trade payables
(including related parties)
467,424
Other payables (including related
parties)
127,351
Lease liabilities
77,205
$ 1,887,953
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
Contractual
cash flows
1,300,571
467,424
127,351
79,003
1,974,349
1,207,396
150,284
892,100
131,373
103,335
2,484,488
Within 6
months
281,629
467,424
127,351
12,003
888,407
32,842
150,284
892,100
131,373
12,538
1,219,137
6-12
months
31,796
-
-
12,003
43,799
32,937
-
-
-
11,959
44,896
1-2 years
658,312
-
-
33,056
691,368
65,779
-
-
-
23,918
89,697
2-5 years
194,839
-
-
21,941
216,780
804,789
-
-
-
54,920
859,709
Over
5 years
133,995
-
-
-
133,995
271,049
-
-
-
-
271,049

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, 2022 December 31, 2022 December 31, 2022 December 31, 2021
Local
currency
Exchange
rate
TWD
25,673
27.69
710,757
15,833
27.69
438,337
December 31, 2021
Local
currency
Exchange
rate
TWD
25,673
27.69
710,757
15,833
27.69
438,337
Local
currency
$ 19,631
5,739
Exchange
rate
30.72
30.72
TWD Exchange
rate
TWD
27.69
710,757
27.69
438,337
603,064
176,302

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.

(Continued)

48

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, 2022 and 2021, would have increased (decreased) the net profit after tax by $3,414 thousand and $2,179 thousand, respectively. This analysis is based on foreign currency exchange rate variances that the Company 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 2022 and 2021.

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 2022 and 2021, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $57,071 thousand and $12,283 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 $1,932 thousand and $2,269 thousand for the year ended December 31, 2022 and 2021 with all other variable factors remaining constant, respectively.

(v) Other market price risk

For the years ended December 31, 2022 and 2021, 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%
2022 2021
Other
comprehensive
income after tax
Net income
10,919
2,064
(10,919)
(2,064)
Other
comprehensive
income after tax
$
5,920
$
(5,920)
Net income Other
comprehensive
income after tax
10,919
(10,919)
1,318

(Continued)

49

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:

Financial assets at fair value
through profit or loss
Designated at fair value through
profit or loss–current
Financial assets at fair value
through other comprehensive
income
Fair value through other
comprehensive income
equity instrument
Total
Financial assets at fair value
through profit or loss
Designated at fair value
through profit or loss–
current
Financial assets at fair value
through other comprehensive
income
Domestic unlisted stock
Total
December 31, 2022 December 31, 2022 December 31, 2022
Book Value
$ 131,774
592,012
$
723,786
Fair Value
Level 1
Level 2
Level 3
131,774
-
-
-
-
592,012
131,774
-
592,012
December 31, 2021
Total
131,774
592,012
723,786
Book Value
$ 206,422
1,091,906
$
1,298,328
Fair Value
Level 1
206,422
-
206,422
Level 2
-
-
-
Level 3
-
1,091,906
1,091,906
Total
206,422
1,091,906
1,298,328

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.

(Continued)

50

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, 2022 and 2021.

  • 4) Reconciliation of Level 3 fair values
Reconciliation of Level 3 fair values
Fair value
through other
comprehensive
income
Unquoted equity
instruments
Opening balance, January 1, 2022 $ 1,091,906
Total gains and losses recognized:
In other comprehensive income (499,894)
Ending Balance, December 31, 2022 $ 592,012
Opening balance, January 1, 2021 $ 1,189,009
Total gains and losses recognized
In other comprehensive income (97,103)
Ending Balance, December 31, 2021 $ 1,091,906

(Continued)

51

Ocean Plastics Co., Ltd. Notes to the Financial Statements

For the years ended December 31, 2022 and 2021, 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”
2022
2021
(499,894)
(97,103)
  • 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
Inter-relationship
between significant
unobservable inputs and
fair value measurement
‧ P/E ratio (7.67~9.06 and
7.94~15.91 on December
31, 2022 and 2021,
respectively)
The estimated fair value
would increase
(decrease) if:
‧ The P/E ratio and
control premium were
higher (lower);
‧ Lack-of-Marketability
Discount (15.24%~22.63%
and 23.10%~25.04% on
December 31, 2022 and
2021, respectively)
‧ Lack-of-Marketability
Discount were lower
(higher);
‧ P/B ratio (1.13~2.02 and
1.44~2.78 on December 31,
2022 and 2021,
respectively)
‧ The P/B ratio and
control premium were
higher (lower).

(Continued)

52

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, 2022
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market
December 31, 2021
Financial assets at fair value through other
comprehensive income
Equity investments without an active
market
Inputs
P/E ratio
Discount rate
P/B ratio
P/E ratio
Discount rate
P/B ratio
Variation
1%
1%
1%
1%
1%
1%
Profit or loss
Unfarourable
-
-
-
-
-
-
Other comprehensive income
Favourable
Unfarourable
233
(233)
905
(905)
5,996
(5,996)
13,496
(13,496)
3,672
(3,672)
8,205
(8,205)
Favourable
-
-
-
-
-
-

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 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.

(Continued)

53

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.

(Continued)

54

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, 2022 and 2021, endorsement guarantee provided by the Company were $1,200,000 thousand and $1,240,150 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, 2022 and 2021, the Company’ s unused credit line respectively were $2,343,562 thousand and $2,578,156 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.

(Continued)

55

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 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, 2022 and 2021, 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,
2022
$ 2,520,648
(134,045)
$
2,386,603
$
5,913,860
%
40.36
December 31,
2021
3,073,231
(145,788)
2,927,443
6,626,597
%
44.18

Management believes that there were no changes in the Company’s approach to capital management for the years ended December 31, 2022 and 2021.

(y) Investing and financing activities not affecting current cash flow

The Company’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2022 and 2021, 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
Long-term borrowings
Short-term borrowings
Lease liabilities
Total liabilities from
financing activities
January 1,
2022
$ 1,134,584
150,000
100,486
$
1,385,070
January 1,
2021
$ 1,118,750
200,000
28,023
$
1,346,773
Cash flows
(168,611)
100,000
(22,190)
(90,801)
Cash flows
15,834
(50,000)
(23,197)
(57,363)
Non-cash changes Non-cash changes
Changes in
lease
payments
-
-
(1,348)
(1,348)

Changes in
lease
payments
-
-
-
-
December 31,
2022
965,973
250,000
77,205
Acquisition
Foreign
exchange
movement
-
-
-
-
257
-
257
-
Non-cash changes
1,293,178
December 31,
2021
1,134,584
150,000
100,486
Acquisition
-
-
95,660
95,660
Foreign
exchange
movement
-
-
-
-
1,385,070

(Continued)

56

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(7) Related-party transactions:

(a) Names and relationship with related parties

Name of related party

Relationship with the Company

Fine Environment Technologies Co., Ltd The Company's subsidiar Chang Xin Co., Ltd The Company's subsidiar Hong Da Investment Co., Ltd. The Company's subsidiar Fermat Enterprises Ltd. The Company's subsidiar UNIVERSE ENTERPRISES, LTD. The Company's subsidiar Ocean Group Ltd. The Company's subsidiar Sage Holdings Ltd. The Company's subsidiar OPC Holdings Ltd. The Company's subsidiar Rise Future International Ltd. The Company's subsidiar Shen Yang Development Co., Ltd. The Company's subsidiar Ocean Plastics (Hui Zhou) Co., Ltd. The Company's subsidiar HUNAN OCEAN WIDE PLASTICS LTD. The Company's subsidiar Ocean Plastics (Dong Guan) Co., Ltd The Company's subsidiar Chun Pin Enterprise Co., Ltd. An associate Foremost-Oceans NueTeq, Ltd. An associate Chin Yi Ho Hang, Ltd. Same chairman with the Group Yee Fong Chemical & Industrial Co., Ltd. The director of this company is the president of the Group Ocean Plastics Urban Land Redeveloping The member of the council is the chairman of the Council Company

  • (b) Significant transactions with related parties

  • (i) Operating revenues

Subsidiaries
Associates
Total
2022
$ 60,588
1,778
$
62,366
2021
120,649
-
120,649

Except for sales to the parent company, the prices charged approximated the market price. The 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.

(Continued)

57

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(ii) Receivables from related parties

Account Relationship December 31,
2022
$ 30,971
1,867
-
$
32,838
December
31, 2021
Accounts payables
Notes payables
Subsidiaries
Associates
Subsidiaries
34,903
-
273
35,176

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.

  • (iii) Other transactions with related parties
Account
Cost of goods sold
Relationship
Associates
2022
$
21,693
2021
23,939

The Company commissioned its associate to operate oil storage tanks. The outstanding balances of management expenses on December 31, 2022 and 2021, were $3,098 thousand and $3,083 thousand, which are presented as “other payables to related parties”.

  • (iv) Loans to related parties
Ocean Plastics (Dong Guan) Co., Ltd. December 31,
2022
$
92,567
December 31,
2021
91,378

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.

(v) Guarantees

As of December 31, 2022 and 2021, the Company had provided a guarantee for loans taken out by subsidiaries, the credit limit of the guarantee was $1,200,000 thousand and $1,240,150 thousand.

At December 31, 2022 and 2021, 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.

(Continued)

58

Ocean Plastics Co., Ltd. Notes to the Financial Statements

(vi) 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 2022 and 2021, the interest expenses were $866 thousand and $686 thousand. As of December 31, 2022 and 2021, the lease liabilities had amounted to $69,589 thousand and $85,179 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 2022 and 2021, interest expenses were $173 thousand and $271 thousand. As of December 31, 2022 and 2021, lease liabilities had amounted $7,325 thousand and $14,552 thousand.

(vii) 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 thousand (recognized as Other income) for the years ended December 31, 2021. As of December 31, 2022, there is no outstanding balance.

(viii) 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.

The Company disposed of the land No. 1286-0000 at a disposal price of $20,150 thousand in the Jiankang Section of Zhonghe District, New Taipei City, with a land area of 570.27 square meters, to its subsidiaries in May 2022 for planning.As of December 31, 2022, all 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 2022
$
5,845
2021
5,847

(Continued)

59

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,
2022
$ 2,277,075
404,896
34,414
$
2,716,385
December 31,
2021
Property, plant and equipment
Investment property
Other financial assets
Total
Long-term and short-term loans
Long-term and short-term loans
Trust account
2,295,851
425,046
32,674
2,753,571

(9) Commitments and contingencies:

(a) Significant Commitments and Contingencies were as follows:

(i) The Company’s unrecognized contractual commitments are as follows:

December 31,
2022
Acquisition of property, plant and equipment
$
32,669
(ii)
The
Company’s outstanding standby letter of credit are as follows:
December 31,
2022
Outstanding standby letter of credit
$
3,219
December 31,
2021
66,266
December 31,
2021
1,844

(iii) The joint construction contract signed by the Company for the sale of the built real estate is as follows:

follows:
Joint construction method Project name
Joint construction and allocation of Xinglong Section, Wenshan District
housing units

(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.

(Continued)

60

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
2022 2021
Cost of
Sale
Operating
Expense
Total Cost of
Sale
Operating
Expense
Total
Employee benefits
Salary 258,311 73,814 332,125 266,206 71,527 337,733
Labor and health insurance 27,613 7,295 34,908 27,644 7,597 35,241
Pension 11,257 3,877 15,134 11,195 3,711 14,906
Director’s remuneration - 5,561 5,561 - 10,153 10,153
Others 16,016 4,293 20,309 16,064 4,260 20,324
Depreciation 183,192 9,012 192,204 177,320 9,496 186,816
Amortization - - - - - -

For the years ended December 31, 2022 and 2021, 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

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.

(Continued)

61

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:

(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(i)
Loans to other parties:
(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 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 104,998 92,567 92,567 - 1 46,650 Operation
Capital
- - 1,182,772 2,365,544

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
guaran
endor
-party of
tee and
sement
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 Chang Xin
Co., Ltd.
2 2,956,930 1,220,150 1,200,000 382,510 - %
20.29
4,731,088 Y 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 Changxin Xinye 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.

(Continued)

62

OCEAN PLASTICS CO., LTD. Notes to the Financial Statements

(iii) Securities held as of December 31, 2022 (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
Ending balance Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
The Company Taiwan VCM
Corporation
- Fair value through
other comprehensive
income equity
instrument
37,062 547,480 %
12.46
547,480
E'DALE
TECHNOLOGY
CO., LTD.
- 630 23,777 %
3.38
23,777
PAN OCEAN INC. - 152 6,890 %
15.07
6,890
ULTRA-PAK
INDUSTRIES CO.,
LTD.
- 2,567 13,865 %
7.00
13,865
MICROCELL
COMPOSITE
COMPANY
- 237 - %
4.32
-
FUZETEC
TECHNOLOGY
CO., LTD.
- Designated at fair
value through profit
or loss- current
(stock)
2,945 131,774 %
7.87
131,774
CHANG XIN CO.,
LTD.
ULTRA-PAK
INDUSTRIES CO.,
LTD.
- Fair value through
other comprehensive
income equity
instrument
1,487 8,032 %
4.06
8,032
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 2,796 %
-
2,796
UNITED
MICROELECTRON
ICS CORP.
- 29 1,178 %
-
1,178
Capital SZSE SME
Price Index
Exchange Traded
Fund-TWD
- 200 2,920 %
-
2,920
Cathy US Premium
Bond Fund A
- Financial assets
designated at fair
value through profit
of loss-non current
(fund)
500 4,933 %
-
4,933
ULTRA-PAK
INDUSTRIES CO.,
LTD.
- Fair value through
other comprehensive
income equity
instrument
1,265 6,830 %
3.45
6,830
E'DALE
TECHNOLOGY
CO., LTD.
- 580 21,894 %
3.11
21,894
FUZETEC
TECHNOLOGY
CO., LTD.
- Designated at fair
value through profit
or loss- current
(stock)
2,926 130,935 %
7.82
130,935
FINE
ENVIRONMENT
TECHNOLOGIES
CO., LTD.
MINIMA
TECHNOLOGY
CO., LTD.
- Fair value through
other comprehensive
income equity
instrument
413 8,704 %
1.05
8,704
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 10,189 %
-
10,189
AB FCP I-Global
High Yield Portfolio
Class EA USD.
- 24 7,178 %
-
7,178
OPC HOLDING
LTD.
AB FCP I-Global
High Yield Portfolio
Class EA USD.
Designated at fair
value through profit
or loss- non-current
(fund)
24 7,072 %
-
7,072
AB FCP I-Global
High Yield Portfolio
Class EA USD.
11 2,685 %
-
2,685

(Continued)

63

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, 2022 (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, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Net income
(losses)
of investee
Share of
profits/losses of
investee
(Note 1)
Note
December 31, 2022 December 31, 2021 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
442,477 215,346 96,077 Associate
The Company FINE
ENVIRONMENT
TECHNOLOGIES
CO., LTD.
Taiwan Plastic product trade 44,792 44,792 1,003 %
60.76
8,033 (21) (13) Subsidiary
The Company CHANG XIN CO.,
LTD.
Taiwan Land development 2,900,860 2,900,860 290,086 %
100.00
1,433,794 (15,569) (17,627) Subsidiary
The Company HONG DA
INVESTMENT CO.,
LTD.
Taiwan Normal investments 190,000 190,000 19,000 %
100.00
195,450 (64,163) (66,685) Subsidiary
The Company FERMAT
ENTERPRISES, LTD.
British Virgin
Islands
Normal investments 13,887 13,887 450 %
100.00
20,876 (1,067) (1,067) Subsidiary
The Company UNIVERSE
ENTERPRISES LTD.
British Virgin
Islands
Normal investments - 93,032 - %
-
- 58 58 Subsidiary
The Company OCEAN GROUP
LTD.
Samoa Normal investments 1,069,438 1,069,438 32,900 %
100.00
535,035 70,074 70,074 Subsidiary
The Company Foremost-Oceans
NueTeq, Ltd.
Taiwan Plastic product trade 6,050 - 605 %
40.07
6,016 (87) (34) Associate
HONG DA
INVESTMENT CO.,
LTD.
FINE
ENVIRONMENT
TECHNOLOGIES
CO., LTD.
Taiwan Plastic product trade 6,294 6,294 647 %
39.24
5,188 (21) (9) Subsidiary
CHANG XIN CO.,
LTD.
SHEN YANG
DEVELOPMENT
CO., LTD.
Taiwan Land development 535 535 1,000 %
100.00
536 1 1 Subsidiary
OCEAN GROUP
LTD.
OPC HOLDINGS,
LTD.
British Virgin
Islands
Normal investments 27,850 27,850 450 %
100.00
49,592 4,035 4,035 Subsidiary
OCEAN GROUP
LTD.
SAGE HOLDINGS
LTD.
Samoa Normal investments 800,217 800,217 25,000 %
100.00
554,490 75,130 75,130 Subsidiary
OCEAN GROUP
LTD.
RISE FUTURE
INTERNATIONAL
LTD.
Seychelles Normal investments 241,371 241,371 7,450 %
100.00
(69,106) (9,098) (9,098) Subsidiary

(Continued)

64

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) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (In Thousands of New Taiwan Dollars/In Thousands of USD Dollars) (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, 2021
(Note 3)
Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2022
(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
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))
75,130 100.00% 75,130 554,487 -
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)
(9,098) 100.00% (9,098) (69,108) -

(ii) Limitation on investment in Mainland China:

Accumulated Investment in Mainland China
as of December 31, 2022
(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)
3,548,316
  • 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, 2022.

65

Ocean Plastics Co., Ltd.

Statement of cash and cash equivalents

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Petty cash
Cash in bank
Description
Amount
$ 500
Check deposits
5,666
Demand deposits
66,119
Foreign demand deposits (USD $1,010 thousand)
31,040
Foreign time deposits (USD $1,000 thousand)
30,720
Subtotal
133,545
$
134,045

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 (Dong Guan) Co., Ltd
Fine Environment Technologies Co., Ltd
Foremost-Oceans NueTeq, Ltd.
Less: Allowance for doubtful accounts
Subtotal
Total
Description
Amount
Sales
$ 43,795

51,303

68,721

424,774
(7,711)
580,882

30,863

108

1,867
-
32,838
$
613,720

66

Ocean Plastics Co., Ltd.

Statement of inventories

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Raw materials
Work in progress
Finished goods
Construction in progress
Subtotal
Less: Allowance for inventory valuation and obsolescence losses
Total
Amount Amount
Cost
$ 182,206
34,739
217,801
75
434,821
(66,614)
$
368,207
Net Realizable
Value
157,243
17,840
193,049
75
368,207

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
Amount
Business tax refund
$ 4,964
Loans to related parties
16,871
Overpaid sales tax
16,504
Prepayment of raw materials
3,719
Prepayment of building sales agency expenses
12,775
3,854
$
58,687

67

Ocean Plastics Co., Ltd.

Statement of changes in investments accounted for using the equity method

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Name of investee
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
Foremost-Oceans NueTeq, Ltd.
Total
Beginning Balance
Number of
shares
Amount
29,000 $ 417,247
1,003
8,784
290,086
1,459,533
19,000
281,162
450
21,944
3,000
63,612
32,900
458,536
-
-
$
2,710,818
Incr ease
Amount
-
-
-
-
-
-
-
6,050
6,050
Decr ease
Amount
70,847
(Note2)
-
-
-
-
63,670
(Note 3)
-
-
134,517
Investment
income/(loss)
recognized
under equity
method,net
96,077
(13)
(15,568)
(64,163)
(1,068)
58
70,074
(34)
85,363
Exchange
difference
on
translation
-
-
-
-
-
-
6,425
-
6,425
Unrealized gains
(losses) on
financial assets
measured atfair
value through other
comprehensive.
-
(738)
(10,171)
(21,549)
-
-
-
-
(32,458)
Ending Balanc Ending Balanc e
Amount
442,477
8,033
1,433,794
195,450
20,876
-
535,035
6,016
2,641,681
Market
Asse
Value or Net
ts Value
Total
amount
Collateral
442,477
None
8,033

1,433,794

195,450

20,876

-

535,035

6,016

2,641,681
Number of
shares
Number of
shares
-
-
-
-
-
-
-
605
Number of
shares
-
-
-
-
-
3,000
-
-
Number
of
shares
29,000
1,003
290,086
19,000
450
-
32,900
605
Percentage
%
44.62
%
60.76
%
100
%
100
%
100
%
-
%
100
%
40.07
Unit
Price
15.26
8.01
9.92
16.44
46.39
-
16.26
9.94
29,000
1,003
290,086
19,000
450
3,000
32,900
-

Note1: There is no open market price for these investees, so expressed in net value per share. Note2: Distribute cash dividends.

Note3: The investee company went into liquidation on April 1, 2022, which is basis date for dissolution, has completed liquidation.

68

Ocean Plastics Co., Ltd.

Statement of financial assets measured at fair value through other

comprehensive income - non-current

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Client name
Taiwan VCM Corporation
E'dale Technology Co., Ltd.
PAN OCEAN, INC
Ultra Pak Industries Co.,
Ltd.
Microcell Composite
Company
Beginning Balance
Shares or
units
Fair Value
37,062 $ 1,016,326
630
37,269
152
6,890
2,567
31,421
237
-
$
1,091,906
Increase
Shares or
units
Amount
-
-
-
-
-
-
-
-
-
-
-
Decrease
Shares or
units
Amount
-
-
-
-
-
-
-
-
-
-
-
Gain or loss
on valuation
(468,846)
(13,492)
-
(17,556)
-
(499,894)
Ending Balance
Percentage
Fair Value
%
12.46
547,480
%
3.38
23,777
%
15.07
6,890
%
7.00
13,865
%
4.32
-
592,012
Collateral
Accumulated
impairment
None
N/A
None
N/A
None
N/A
None
N/A
None
N/A
Shares or
units
Shares or
units
-
-
-
-
-
Shares or
units
-
-
-
-
-
Shares or
units
37,062
630
152
2,567
237
Percentage
%
12.46
%
3.38
%
15.07
%
7.00
%
4.32
37,062
630
152
2,567
237

69

Ocean Plastics Co., Ltd.

Statement of other non-current assets

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Refundable deposits
Other financial assets
Prepayments for equipment
Description
Amount
The refundable deposits of natural gas pipeline
engineering
$ 12,532
Trust account of presold house and real estate
development
34,414
Prepayments of machinery and equipment
4,128
$
51,074

Statement of other current liabilities

Item
Lease liabilities-current
Unearned
sales revenue
Other payables to related parties
Others(individual amounts with less
than 5% of the total amount)
Description
Amount
Lease obligations payable
$ 23,236
Unearned
sales revenue from clients
3,961
Oil groove operating expenses to related parties
3,098
1,845
$
32,140

70

Ocean Plastics Co., Ltd.

Statement of short-term borrowings

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Creditor Type of loan
Collateral
borrowing
End
balance
$ 150,000
100,000
$
250,000
Contract Period
111.12.9~112.1.9
111.12.30~112.1.30
Percentage
1.45%
1.58%
Loan
600,000
600,000
1,200,000
Collateral
Note
Land
Hua Nan Commercial
Bank, Ltd.
Total

Statement of trade payables

Client name
Notes payable
Non-related-parties- operating
activities
Company D
Company E
Company F
Others (individual amounts with less
than 5% of the total amount)
Subtotal
Accounts payable
Non-related-parties
Company G
Company D
Others (individual amounts with less
than 5% of the total amount)
Subtotal
Total
Description
Amount
Purchases
$ 85,499

5,955

5,407

12,071
108,932
Purchases
166,656

78,596

113,240
358,492
$
467,424

71

Ocean Plastics Co., Ltd.

Statement of other payables

December 31, 2022

(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
Amount
The employee benefits, year-end bonus and
pension
$ 54,348
Cost of shipping for sales of goods
93,751
Equipment maintenance expense
15,614
(Packing expense, insurance expense and
professional service fees)
1,783
13,106
$
178,602

Statement of long-term borrowings

Creditor
Description
Hua Nan
Commercial
Bank, Ltd.
collateral
borrowing
Yuanta
Commercial
Bank Co., Ltd.
collateral
borrowing
Subtotal
Less: current portion
Total
Borrowings
amount
$ 365,973
600,000
965,973
(43,056)
$
922,917
Contract Period
2016.06.29~2031.06.29, Monthly installments of
interest and semiannually repayments of principal
for a term of 24-month.
2019.04.17~2024.09.30, Monthly installments of
interest and repayment of principal at maturity.
Collateral
Note
Land
Land

72

Ocean Plastics Co., Ltd.

Statement of other non-current liabilities

December 31, 2022

(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
Amount
Lease obligations payable
$ 53,969
Receipts of presold land
33,780
Long-term compensated absences liabilities
12,423
Deposit for commissioned for goods production
and deposit for land lease
3,303
$
103,475

73

Ocean Plastics Co., Ltd.

Statement of operating revenue

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Plastic raw materials
Plastic products
Less: Sales return and sales allowance
Net sales revenue
Quantity
Amount
97,828tona
$ 3,451,055
30,071tona/1,868thousand yard
2,209,802
(10,982)
$
5,649,875

74

Ocean Plastics Co., Ltd.

Statement of operating costs

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Raw materials at the beginning of the year
Add: Net purchases
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
Gain on finished goods
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
Added of cost of goods sold
Cost of goods sold
Amount Amount Total
4,128,369
93,038
817,204
5,038,611
45,171
(34,739)
(4,559)
5,044,484
412,253
50,276
(217,154)
(4,190)
5,285,669
68,479
76,425
5,430,573
Subtotal
$ 310,331
4,005,405
(182,206)
(5,161)
713
68,415
(647)
(2)
2,714
109,025
(48,138)
12,824
$

75

Ocean Plastics Co., Ltd.

Statement of administrative expenses

For the year ended December 31, 2022

(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
Others (individual amounts with less than 5% of
the total amount)
Total
Selling
expenses
$ 285,434
23,501
29,189
1,385
2,224
94
1,686
-
20,256
$
363,769
Administrative
expenses
-
49,567
17
6,118
4,409
5,262
6,832
5,865
10,337
88,407
Research and
development
expenses
-
6,306
-
781
662
-
494
-
2,023
10,266
Total
285,434
79,374
29,206
8,284
7,295
5,356
9,012
5,865
32,616
462,442

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))

Chairman: TAN, KIN-MEN

Ocean Plastics Co., Ltd.

247