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SAN FU — AGM Information 2021
Jul 5, 2021
52426_rns_2021-07-05_bdba3b74-ddf0-486e-bee1-2b5a9d09ad11.pdf
AGM Information
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San Fu Chemical Co., Ltd.
Minutes for 2021 Annual Shareholders’ Meeting
(Translations)
Time and Date: 9:00 a.m., Monday, July 5, 2021
Location: 7F, 21 Chung Shan N. Road, Section 2, Taipei City
The total outstanding San Fu shares:The total outstanding eligible number of shares is 100,706,000 shares. Of those shares, 66.5% or 66,969,401 shares were represented (5,294,530 shares were voted electronically) at the meeting either in person or by a representative for the respective shareholders.
Chairman: Wu, Xin-Hong, the chairman of the Board of Directors
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Recorder: Xie Ming-Zhi
==> picture [43 x 43] intentionally omitted <==
、 、 、 Attendance of directors: Chun-Ming Wu, Xin-Hong Tsai, Jie-Rong 、 、 。 Su,Tian-Bao Chang, Yi-Zong Liang, Guo-Yuan
、 。 Attendance of independent directors: Li, Zhong-Xi Wu, Dong-Ming 。 Attendance of supervisors: You Sheng-Fu
I. Chairman of the Meeting announced that the shareholding of
shareholders present has met the regulatory requirement so that the Meeting begins.
II. Statement by the Chairman (Omitted)
III. Report Items
Report No. 1: 2020 Business Report Explanation: 。 The 2020 Business Report (Attachment 1) Shareholders were acknowledged. Report No. 2: Supervisor’s (Audit Committee’s) Review Report on 2020 Financial Statements Explanation: Supervisor’s (Audit Committee’s) Review Report (Attachment 2) Shareholders were acknowledged Report No. 3: Adoption of the proposal for distribution of 2020 cash dividend Explanation:
1
-
(1) In accordance with article 28-1 of the Company’s articles of association, the Board of Directors is authorized to make a special resolution to distribute all or part of the dividends and bonuses in the form of cash and report to the shareholders' meeting.
-
(2) New Taiwan Dollars Two Hundred and One Million Four Hundred and Twelve Thousand only (NT$ 201,412,000) shall be appropriated from the distributable earnings, and cash dividends shall be distributed at two New Taiwan Dollars (NT$ 2) per share. The shareholding ratio of shareholders shall be calculated up to the dollar and the amount less than one dollar distributed to the shareholders shall be transferred to the Company’s other income based on the ex dividend base date.
-
(3) This proposal was passed by a special resolution of the Board of Directors and authorized the Chairman of the Board of Directors to set another ex dividend base date, issue date and other related matters. If the Company’s share capital before the dividend bonus base date changes and affects the total number of outstanding shares, resulting in the change of the shareholder's dividend distribution ratio, the Chairman of the Board of Directors is authorized to make full adjustment.
Shareholders were acknowledged Report No. 4:
Adoption of the proposal for distribution of 2020 Remuneration of Directors and Supervisors and Remuneration of Employees Explanation:
-
(1) According to the Company’s articles of association, the amount of remuneration allocated to the directors, supervisors and employees in 2020 is New Taiwan Dollars Ten Million Five Hundred and Forty-Seven Thousand Only (NT$10,547,000), respectively, which is distributed in cash.
-
(2) The proposal for remuneration of directors, supervisors and employees referred to in the preceding paragraph has been approved by the Company’s remuneration committee and the Board of Directors.
-
Shareholders were acknowledged
Report No. 5:
Adoption of the proposal for applying to the International Financial Reporting Standards (IFRS) for adjustments to the Company’s distributable surplus and the amount of special surplus reserve recorded
Explanation:
-
(1) Special surplus reserve shall be provided in accordance with letters JGZFZ No. 1010012865 and JGZFZ No. 1010047490 issued by the Financial Supervisory Commission and Questions on the application of special surplus reserve after adoption of international financial reporting standards (IFRSs).
-
(2) In accordance with the provisions of the previous circular, the amount of special surplus reserve set aside by the amount of equity deduction as of December 31, 2020 is NT$47,054,000, so as to let shareholders know the impact of the adjustment of distributable surplus and the amount of special surplus reserve set forth.
Shareholders were acknowledged
Report No. 6:
2
Amendment to the Rules of Procedure for Board of Directors’ Meeting Explanation:
Proposal for an amendment to the Rules of Procedure for Board of Directors’ Meeting in order to meet the legal requirements to set up an audit committee, a copy of the proposed amendment (Attachment 5) Shareholders were acknowledged.
Report No. 7:
Amendment to Operational Procedure and Conduct Guide of Integrity Operation Explanation:
Proposal for an amendment to the Operational Procedure and Conduct Guide of Integrity Operation in order to meet the legal requirements to set up an audit committee, a copy of the proposed amendment is attached in the Meeting Agenda, pp. [43~44] (Attachment 6).
Shareholders were acknowledged.
Report No. 8: Amendment to the Code of Ethical Conduct Explanation:
Proposal for an amendment to the Code of Ethical Conduct in order to meet the legal requirements to set up an audit committee, a copy of the proposed amendment (Attachment 7) Shareholders were acknowledged.
3
IV. Proposals and Resolutions
1.Proposal: Adoption of the 2020 Business Report and Financial Statements Explanation:
-
(1) 2020 Company’s Business Report, Individual Financial Statements and Consolidated Financial Statements, have been approved by the Board of Directors and examined by the supervisors of the Company and were audited by two certified public accountants Xu Xiuming and Ong Yaling of independent auditors Deloitte and Touche Taiwan.
-
(2) The 2020 Company’s Business Report, Independent Auditor’s Report and the above-mentioned Financial Statements (Attachment 1) and (Attachment 3).
-
(3) Please acknowledge.
Voting Results:
Shares represented at the time of voting : 66,968,313 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.991% |
| Votes against:3,597votes (3,597votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:2,161 votes (2,161 votes) |
0.003% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
2. Proposal: Adoption to the Proposal for Distribution of 2020 Profits Explanation:
-
(1) The Company’s after-tax net profit for the year 2020 was NT$399,472,663, after adding the items not reclassified to profit and loss of NT$10,369,257, the said amount will be set aside according to the law of statutory surplus reserve of NT$40,984,192 and minus the special surplus reserve of NT$47,054,187. After adding the balance amount to the beginning of the current period accumulated undistributed surplus of NT$ 1,128,438,436, its total distributable surplus will be NT$ 1,450,241,977.
-
(2) With the approval of the Board of Directors, the aforesaid profit distribution plan for 2020 is hereby formulated as follows:
| adding the balance amount to the beginning of the current period accumulated undistributed surplus of NT$ 1,128,438,436, its total distributable surplus will be NT$ 1,450,241,977. ) With the approval of the Board of Directors, the aforesaid profit distribution plan for 2020 is hereby formulated as follows: |
adding the balance amount to the beginning of the current period accumulated undistributed surplus of NT$ 1,128,438,436, its total distributable surplus will be NT$ 1,450,241,977. ) With the approval of the Board of Directors, the aforesaid profit distribution plan for 2020 is hereby formulated as follows: |
|---|---|
| San Fu Chemical Co., Ltd. | |
| Proposal for Distribution of 2020 Profits | |
| Unit: New Taiwan Dollars | |
| Undistributed surplus at the beginning of theperiod | 1,128,438,436 |
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| Add: net profit after tax of the current period 399,472,663 Add: the items not reclassified to profit and loss 10,369,257 Less: 10% statutory surplus reserve 40,984,192 Less: allocated special surplus reserve 47,054,187 Distributable surplus 1,450,241,977 Distributable Items Less: dividend of shareholders 201,412,000 (cash dividend of NT$2.0per share) Undistributed surplus at the end of theperiod 1,248,829,977 Chairman: Manager: Chief accountant: Resolution: Shares represented at the time of voting:66,968,313 votes |
Add: net profit after tax of the current period 399,472,663 Add: the items not reclassified to profit and loss 10,369,257 Less: 10% statutory surplus reserve 40,984,192 Less: allocated special surplus reserve 47,054,187 Distributable surplus 1,450,241,977 Distributable Items Less: dividend of shareholders 201,412,000 (cash dividend of NT$2.0per share) Undistributed surplus at the end of theperiod 1,248,829,977 Chairman: Manager: Chief accountant: Resolution: Shares represented at the time of voting:66,968,313 votes |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.991% |
| Votes against:3,597votes (3,597votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:2,161 votes (2,161 votes) |
0.003% |
-
: including votes casted electronically (numbers in brackets)
-
RESOLVED, that the above proposal be and hereby were accepted as submitted.
3.
Proposal: Intended to change the fund utilization plan of the 2020 cash capital increase
Explanation:
-
(1) The proposed Company’s new capital injection plan for issuance of new shares for the year 2020 was approved by the Financial Supervision and Administration Commission on October 8, 2020, Ref. Jin Guan Zheng Fa Zi No. 1090359307 and adopted by the resolution made at the 12[th] Session of the 7[th] Board of Directors’ Meeting on February 26, 2021.
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(2) This new capital injection plan is proposed in accordance with Article 9, Paragraph 1, Section 9 of the "Guidelines for the Issuer’s Raising and Issuing of Marketable Securities" and the provisions of "Public Issuance Companies' Capital Injection or Changes to the Plan of Issuing Corporate Bonds", which was presented to the shareholders meeting in 2021for acknowledgment.
-
(3) The Company’s original capital injection plan was used to purchase machinery and equipment, but considering the overall market changes and in order to improve the efficiency of capital utilization and ensure shareholders' equity, it
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was changed to repay bank loans.
-
(4) The current and amended capital injection plan, the expected progress, the expected benefits and the impact of the change on the equity of shareholders etc. documents are attached in the Meeting Agenda, pp. [38~40] (Attachment 4).
-
(5) Please acknowledge.
Resolution: Shares represented at the time of voting : 66,968,313 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.991% |
| Votes against:3,597votes (3,597votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:2,161 votes (2,161 votes) |
0.003% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
6
V. Election Matters
Proposal: Election of directors of the Company
Explanation:
-
(1) The term of office of the seventh directors and supervisors of the company will be expired on June 13, 2021. In order to meet the schedule of the Company’s regular shareholders’ meeting and the needs of future business development, the election of new directors and supervisors of the Company is scheduled to be held on June 16, 2021.
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(2) In order to establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, this re-election will not elect any supervisor. The audit committee will be composed of all independent directors instead of the supervisor, and the audit committee will be self-contained. Furthermore, the audit committee shall be established immediately after completion of the 2021 annual shareholders’ meeting.
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(3) The number of directors to be elected in the first paragraph includes three independent directors, and the candidate nomination system is adopted. The professional qualifications of independent directors and other compliance matters shall be handled in accordance with the company law and relevant laws and regulations of the securities authorities.
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(4) The newly elected directors (including independent directors) will take office immediately after conclusion of this shareholders meeting, and the term of office will be from June 16, 2021 to June 15, 2024. The current directors and supervisors shall be dismissed immediately after the conclusion of the shareholders' meeting.
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(5) The said election shall be performed in accordance with the Company’s rules of procedure for Election of directors and supervisors
-
(6) The list of director candidates was reviewed and approved by the Company’s Board of Directors on May 05, 2021. The relevant nomination information of the candidates is stated as follows:
Independent Directors
| S/N | Name | Education | Experience | Shareholding |
|---|---|---|---|---|
| 1 | WU, Tung-Ming |
Master of Accounting, Western Illinois University, USA Soochow University/ Dept. of Accounting Taipei Municipal Jianguo High School |
Chairman/FUHBIC INTERNATIONAL CORP. Chairman/Materials Analysis Technology Inc. Vice-Chairman/Shinkong Synthetic Fibers Corporation Chairman/SinMing Industrial Co., Ltd. |
0 |
| 2 | LEE, Chung-Hsi |
PhD, Illinois Institute of Technology, USA Master of Business Administration, University of Chicago |
President of ITRI Chairman of Development Center for Biotechnology Chairman of Quark |
0 |
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| Graduated from Harvard University Advanced Business Management Class |
Biosciences, Inc. Chairman of Personal Genomics Taiwan, Inc. |
|||
|---|---|---|---|---|
| 3 | YANG, Hong-Chih |
Graduated from Department of Mechanical Engineering, National Cheng Kung University |
Assistant Manager / General Manager Dept., of Formosa Chemicals & Fibre Corp. |
5,440 |
8
| Directors | Directors | |||
|---|---|---|---|---|
| S/ N |
Name | Education | Experience | Shareholdin g |
| 1 | WU, Hsin-Hong |
Bachelor/ Dept. of Chemical and Materials Engineering, Tunghai University |
Director/Industrial Gas Association of R.O.C. General Manager & Vice Chairman Air Products San Fu Co., Ltd. Manager & Director/ Formosa Chemicals & Fibre Corp. |
3,680,010 |
| 2 | CHANG, Chun-Ming Representativ e of San Fu Global Co., Ltd. |
Bachelor/ Dept. of Chemical and Materials Engineering, Tamkang University |
Chairman/San Fu Global Co., Ltd. Chairman/Air Products San Fu Co., Ltd. |
24,067,315 |
| 3 | LIANG, Kuo-Yuan |
PhD in Economics, Duke University, USA |
Chairman/ Yuanta-Polaris Research Institute Director/Yuanta Bank |
0 |
| 4 | TSAI, Chieh-Jung |
Master of Georgia Institute of Technology, USA Dept. of Chemical and Materials Engineering, Tunghai University Tainan First Senior High School |
Director/Air Products San Fu Co., Ltd. General Manager/Air Products San Fu Co., Ltd. Chairman/ Applied Materials, Inc. Vice Manager/Business Dept. of Formosa Chemicals & Fibre Corp. |
0 |
| 5. | CHANG, Yi-Tsung |
BA in Marketing & Economics, Babson College Marketing Manager …………… … |
Chairman/ Real Green Foods Corporation Director/ China Fangda Group Co., Ltd. Director/ Fu Lu Culture Foundation Director/San Fu GlobalCo., Ltd. |
277,861 |
| 6 | SU, Tien-Bao | PhD, Institute of Chemical Engineering, National Taiwan |
Director/San Fu Biotech Co., Ltd. Director/Internationa |
354,752 |
9
| University | l NITO Technology Co., Ltd. Assistant Manager of San Fu Biotech Co., Ltd. |
|||
|---|---|---|---|---|
Voting Results:
San Fu Chemical Co., Ltd List of Directors Elected of Shareholders' Meeting
| Title | ID No. | Name | Number of votes |
|---|---|---|---|
| Director | 17 | WU, Hsin-Hong | 76,967,247 |
| Director | 45 | CHANG, Chun-Ming Representative of San Fu Global Co., Ltd. |
59,992,809 |
| Director | D1012* | TSAI, Chieh-Jung | 59,958,382 |
| Director | M1006* | LIANG, Kuo-Yuan | 59,852,290 |
| Director | 16 | CHANG, Yi-Tsung | 59,832,533 |
| Director | 36 | SU, Tien-Bao | 59,863,029 |
| Independent Director |
A1023* | WU, Tung-Ming | 59,934,250 |
| Independent Director |
P1000* | LEE, Chung-Hsi | 59,925,250 |
| Independent Director |
9549 | YANG, Hong-Chih | 59,902,875 |
VI. Discussion Items
1.
Proposal: Issue of cash dividends from capital reserve Explanation:
-
(1) It is proposed to allocate NT$100,706,000 of the capital reserve over the face value of the issued shares to the shares recorded in the shareholders' register on the base date of cash dividend distribution, with NT$1.0 per share distributed.
-
(2) The cash dividends referred to in the preceding paragraph are to be calculated up to NT$1, and if the amount distributed to the shareholders is less than one dollar shall be transferred to other income of the company.
-
(3) If the total number of outstanding shares is affected by the change of the Company’s share capital before the dividend bonus base date, resulting in the change of the shareholder's interest distribution ratio, it is proposed to propose to the shareholders' meeting to authorize the Chairman of the Board of Directors to make adjustment at his discretion.
Resolution: Shares represented at the time of voting : 66,969,401 votes
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| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772votes) |
99.990% |
| Votes against:3,597votes (3,597votes) |
0.005% |
| Votes invalid:none | 0.00% |
| Votes abstained:3,249 votes (2,161 votes) |
0.005% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
2.
Proposal: Amendment to the Company’s Articles of Incorporation Explanation:
-
(1) Proposal for an amendment to the Company’s Articles of Incorporation in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Articles of Incorporation is attached in the Meeting Agenda, (Attachment 8)
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.990% |
| Votes against:3,597votes (3,597votes) |
0.005% |
| Votes invalid:none | 0.00% |
| Votes abstained:3,249 votes (2,161 votes) |
0.005% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
3. Proposal: Amendment to the Operational Procedures for Acquisition and Disposal of Assets
Explanation:
-
(1) Proposal for an amendment to the Operational Procedures for Acquisition and Disposal of Assets in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Operational Procedures for Acquisition and Disposal of Assets is attached in the Meeting
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Agenda, (Attachment 9)
- (3) Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.990% |
| Votes against:3,597votes (3,597votes) |
0.005% |
| Votes invalid:none | 0.00% |
| Votes abstained:3,249 votes (2,161 votes) |
0.005% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
4.
Proposal: Amendment to the Rules of Procedure for Election of Directors and
Supervisors Explanation:
-
(1) Proposal for an amendment to the Rules of Procedure for Election of Directors and Supervisors in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Rules of Procedure for Election of Directors and Supervisors is attached in the Meeting Agenda, (Attachment 10)
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,960,555 votes (5,286,772votes) |
99.990% |
| Votes against:3,597votes (3,597votes) |
0.005% |
| Votes invalid:none | 0.00% |
| Votes abstained:5,249 votes (4,161 votes) |
0.005% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
5.
Proposal: Amendment to the Operational Procedure for Loaning of Company Funds
Explanation:
12
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(1) Proposal for an amendment to the Operational Procedure for Loaning of Company Funds in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Operational Procedure for Loaning of Company Funds is attached in the Meeting Agenda, (Attachment 11)
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,960,555 votes (5,286,772votes) |
99.990% |
| Votes against:3,597votes (3,597votes) |
0.005% |
| Votes invalid:none | 0.00% |
| Votes abstained:5,249 votes (4,161 votes) |
0.005% |
-
: including votes casted electronically (numbers in brackets)
-
RESOLVED, that the above proposal be and hereby were accepted as submitted.
6. Proposal: Amendment to the Operational Procedures for Endorsements and Guarantees
Explanation:
-
(1) Proposal for an amendment to the Operational Procedures for Endorsements and Guarantees in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Operational Procedures for Endorsements and Guarantees is attached in the Meeting Agenda, (Attachment 12)
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.991% |
| Votes against:3,597votes (3,597votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:3,249 votes (2,161 votes) |
0.003% |
* : including votes casted electronically (numbers in brackets)**
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RESOLVED, that the above proposal be and hereby were accepted as submitted.
7.Proposal: Amendment to the Rules of Procedure for Shareholders’ Meetings Explanation:
-
(1) Proposal for an amendment to the Rules of Procedure for Shareholders’ Meetings in order to meet the legal requirements to set up an audit committee.
-
(2) A copy of the Comparative Table for the Current and Amended Rules of Procedure for Shareholders’ Meetings is attached (Attachment 13)
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,962,555 votes (5,288,772 votes) |
99.991% |
| Votes against:3,597votes (3,597votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:3,249 votes (2,161 votes) |
0.003% |
-
: including votes casted electronically (numbers in brackets)
-
RESOLVED, that the above proposal be and hereby were accepted as submitted.
8.
-
Proposal: Proposal of Release of Prohibition on new elected Directors and their Representatives from Participation in Competitive Business
-
Explanation:
-
(1) In accordance with Article 209, Paragraph 1 of the Company Law, “Directors shall explain the important contents of their actions for themselves or others within the business scope of the company, and obtain their permission”.
-
(2) If the newly elected directors of the Company’s 2021 regular shareholders' meeting have invested or operated other activities that are the same as or similar to the Company’s business scope, they shall submit their proposals to the shareholders' meeting for approval in accordance with the law without prejudice to the interests of the company When the newly elected director has the above-mentioned circumstances, the prohibition on competition of the director and his representative shall be lifted.
-
(3) List of proposed Release of Prohibition on new elected Directors from Participation in Competitive Business:
| S/N | Name | Current Positions Held at Other Companies |
|---|---|---|
| 1 | WU, Tung-Ming | Chairman/FUHBIC INTERNATIONAL CORP. Vice-Chairman/Shinkong Synthetic Fibers Corporation |
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| Chairman/SinMing Industrial Co., Ltd. Chairman/Shin PET Co., Ltd. Chairman/Shin Kong Life Insurance Co., Ltd. Independent Director/Tairoun Products Co., Ltd. |
||
|---|---|---|
| 2 | LEE, Chung-His | Chairman of Quark Biosciences, Inc. Independent Director/Far Eastern New Century Director/ Zhen Ding Tech. Group Chairman of Personal Genomics Taiwan, Inc. Independent Director/Everlight Electronics Co., Ltd. Director/ Taiwan HOPAX Chemicals MFG. Co., Ltd. |
| 3 | WU, Hsin-Hong | Director/Hong Chen Enterprise Co., Ltd. Chairman /Li Fu Carbon Dioxide Co., Ltd. Director/ San Fu Global Co., Ltd. Director/China Fanta Group Co., Ltd. Director/The Beaming Co., Ltd. Chairman/San Fu Biotech Co., Ltd. Director/InternationalNITTO Technology Co., Ltd. |
| 4 | CHANG, Chun-Ming Representative of San Fu Global Co., Ltd. |
Chairman/San Fu Global Co., Ltd. Director/ Air Products San Fu Co., Ltd. Chairman/China Fangda Group Co., Ltd. |
| 5 | LIANG, Kuo-Yuan | Chairman/ Yuanta-Polaris Research Institute Director/Yuanta Bank |
| 6 | TSAI, Chieh-Jung | Chairman/ International NITTO Technology Co., Ltd. Director/ San Fu Biotech Co., Ltd. General Manager/ San Fu Biotech Co., Ltd. |
| 7 | CHANG, Yi-Tsung | Chairman/Real Green Foods Corporation Director/China Fangda Group Co., Ltd. Director/ Fan Shun Enterprise Co., Ltd. Director/Xuanmen Enterprise Co., Ltd. Director/Kingminchen Corp. Director/Fu Lu Culture Foundation Director/San Fu Global Co., Ltd. Director/ Air Products San Fu Co., Ltd. Director/ Li Fu Carbon Dioxide Co., Ltd. |
| 8 | SU, Tien-Bao | Director/ International NITTO Technology Co., Ltd. General Manager/International NITTO Technology Co., Ltd. Director/San Fu Biotech Co., Ltd. Director/Sanfuming Electronic Materials Co., Ltd. General Manager/Sanfuming Electronic Materials Co., Ltd. |
Resolution: Shares represented at the time of voting : 66,969,401 votes
| Voting Results* | % of the total represented share present |
|---|---|
| Votes in favor:66,955,368 votes | 99.991% |
15
| (5,288,772 votes) | |
|---|---|
| Votes against:7,457votes (7,457votes) |
0.006% |
| Votes invalid:none | 0.00% |
| Votes abstained:6,576 votes (5,488 votes) |
0.003% |
- : including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby were accepted as submitted.
VII. Extraordinary Motions : None
VIII. Adjournment : Meeting ended at 09:47 am
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Attachment 1
San Fu Chemical Co., Ltd. Business Report
World economy was generally influenced by the COVID-19 pandemic in 2020. However, with the efforts of the management team, San Fu's operating results continued growing compared with that of the previous year. The following is a summary of the business results of 2020 and the business plan for 2021:
-
I. Operating Results of 2020
-
(1) Business Plan Implementation Results in 2020
-
The Company’s achievements in developing new customers for new chemical products and precision chemicals, as well as market expansion efforts are summarized as follows:
Developer (TMAH) Recycling Business Division: In 2020, the new factories of T-company and M-company were completed consecutively. Our company has also completed the existing system expansion projects for certain clients. The above-mentioned business not only helped our clients solve waste water treatment issues, but also increase our revenue. Furthermore, we also took the orders for building new plants for T-company and V-company before the end of 2020, and the new plants will be completed in 2021.
Because the huge demand from our clients for recycling systems, our phase-one manufacturing has been running at full capacity. As a result, we are conducting a capacity expansion project, for which capital increase was approved by the Board of Directors in the second quarter of 2020. Southern Taiwan Science Park approved that expansion project in the third quarter of 2020. After completion of the project, the 25% TMAH production capacity is expected to increase by 10,000 tons. With the addition of purification and dilution production lines, our TMAH can be upgraded to meet the most stringent standards required by the most advanced semiconductor production process.
The operation of our electrolysis plant set up in Mainland is expected to get rolling in the second quarter of 2021. Its production capacity will be allocated for the F Group's panel plant in Guangzhou and T-Group in Nanjing. The end product will be supplied to F-Group's panel plant in Guangzhou.
Specialty Chemicals Division: In the area for front-end semiconductors, San Fu developed some IC chemical certification cases, such as H3PO4, CPN, PMA, TMAH, EBR, and wet etching solution, etc. In addition, San Fu is cooperating with foreign companies in the area of formula of solutions in various concentrations. Such cooperation projects have proceeded to sample delivery and plant-level auditing stage. The successful outcomes of such projects in 2020 are expected to be carried over to 2021.
In terms of semiconductor packaging, San Fu has been actively promoting its environment-friendly green "bumping stripper" know-how to existing and new customers. San Fu provides the newly developed environment-friendly solutions including Stripper, EBR, TMAH, CPN, and PMA etc. After such solutions have been used, they can be reused with San Fu's innovative environmental protection technology. In 2020, samples and process for the "reuse" technology have been provided to T, P, G, C, and W companies, which is certifying such know-how. In T-company, the leader of the
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semiconductor industry, such process is being test-run.
As for the panel industry, due to the COVID-19 pandemic, the reduced supply of Korea in 2020 led to smooth market supply in Taiwan and China and the unit price increases. At the same time, corporate clients were actively reducing chemicals and sourcing new suppliers in mainland China. As a result, San Fu’s turnover was affected slightly. In the development of new products, Cu stripper and LTPS stripper, are still in the certification process by I company, are expected to be delivered in 2021. Meanwhile, significant progress was made in Cu etchant products in 2020, and San Fu has acquired contract manufacturing orders of C- company, which operates in mainland China. It is expected certification process will be conducted by I company in 2021. San Fu is also undergoing new chemical product formulation project in cooperation with H-company in Southern Taiwan Science Park. The certification process for the etching and stripping solutions required for the new process have started.
- The Company’s new basic chemical customer development and product line expansion accomplishments are as follows:
Domestic Sales Unit: Introduce a number of new product development and sales according to the Company’s existing customer resources, such as sodium gluconate, sodium bicarbonate, trehalose, anhydrous calcium chloride, oxalic acid, etc. to achieve product diversification; in addition, according to the government's food safety management specifications, a new food additive plant has been built in Liuke plant, and the Company is actively developing markets for products with small packaging. Overseas Sales Unit: The market of PHBA is stable, and Shanhua factory is in full production. In addition to the old clients in America, Japan and India, we actively promote the clients in China and South Korea. In addition, efforts are made to raise the production of paraben by three times as much as the original, and actively promote sales to China, India, Europe and other populous countries. The DCHA project of Kaohsiung plant is expected to be completed this year. In a favorable environment, efforts will be made to develop CHA and DCHA markets in the United States.
- (2)Analysis of financial revenue and expenditure and profitability
Unit: Thousand NT$
| Unit: Thousand NT$ | |||
|---|---|---|---|
| Item | 2020 | 2019 | |
| Financial revenue and expenditure |
Operatingincome | 3,818,716 | 3,936.381 |
| Operatingmargin | 861,104 | 686,856 | |
| Operatingincome | 470,903 | 338,636 | |
| Non-operating income and expenditure |
31,317 | 38,329 | |
| Netprofit before tax | 502,220 | 376,965 | |
| Netprofit after tax | 399,473 | 324,475 | |
| Earning power | Return on assets(%) | 8.43 | 7.68 |
| Returnonequity (%) | 11.50 | 10.33 | |
| Ratio of net profit before tax to paid in capital |
49.87 | 41.56 | |
| Netprofit rate (%) | 10.46 | 8.24 | |
| Earningsper share(NT$) | 4.36 | 3.58 |
Note: The above amounts are the consolidated financial statements of the company
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(3) Research and development
The Company’s R&D focuses on product expansion with existing technical advantages and material demand of new industry trends:
-
Give full play to the market share of TMAH recycling, and integrate purification technology and formula knowledge, develop IC grade developer, so that the recycled products can be reused to IC customers, and implement circular economy;
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Strengthen the establishment of core technology platform, hydrogenation, electrolysis, and purity chemical, etc. and develop high value-added products based on this technology;
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Develop the formula of electronic chemicals, cooperate with the product demand development of LCD, IC packaging, IC manufacturing customers;
-
Continue to actively engage in the process improvement of existing products PHBA, Paraben, CHA, DCHA, TMAH, so as to make the process more energy-saving and efficient, so as to reduce costs and create profits.
-
In cooperation with National Cheng Kung University, we plan to research and develop the solid-state electrolyte for lithium battery, cultivate battery related talents and strengthen the R & D strength. For the purchase and update of R & D analytical equipment and analytical methods, the company continues to expand more advanced equipment, including: ICP MS/MS (inductively coupled plasma tandem mass spectrometer), LC-MS Q-TOF (liquid chromatography-quadrupole-time-of-flight mass spectrometer), ion chromatography (Ion Chromatography, IC), FT-NIR (near infrared spectrometer), SEM (scanning electron microscope). These instruments are added to cope with the maximum ppt class measuring requirements and the tools for the development of chemicals for new processes.
II. 2021 Business Plan overview
(1) Business policy
San Fu adheres to the business philosophy of "innovation, integrity and simplicity", strives to promote the operation of the company, utilizes modern advanced technology, gives full play to the wisdom and creativity of all employees, provides various chemicals with high quality and low price to the booming industries, and constantly looks for new supplies to meet new demands and create new business opportunities. This year we continue to implement the following operational strategies:
-
Invest in gas companies in Vietnam and send people to Vietnam by batches to start gas business.
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Promote TMAH recycling, increase recycling material sources and enhance the load of the recycling plant.
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Continue to expand semiconductor customers and strive to increase the turnover of semiconductor customers.
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To build a specialized Liuke factory to become the most complete electronic chemical factory in Taiwan.
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Expand DCHA proprietary production line to meet the increasing market demand.
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Integrate relevant products of San Fu Biotechnology Company and San Fu group to form a more professional and rigorous food related industry.
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Add N2O storage tank and purification equipment to develop N2O sales business.
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Continue to seek international technical cooperation to improve the technical level.
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-
(2) Production and marketing policies
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Balance production and sales, maintain a certain amount of inventory; when the price is low, prepare more inventories.
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Delivery adopts first in first out (FIFO) principle to keep the freshness of products.
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Improve product quality and stability, do a good job in quality control, and achieve the goal of zero customer complaints.
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Constantly improve the process and reduce the cost to improve the market competitiveness.
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Actively serve and visit customers to win customers' long-term trust.
(3) Looking ahead
The Company’s strategy is still to draw up individual business strategy roadmaps according to different business units, combine the wisdom and creativity of all employees, and use effective enterprise resources management system at the same time to work together to increase the overall competitiveness of the company, so as to make San Fu an excellent enterprise for sustainable operation.
Developer (TMAH) Recycling Division: The capacity of phase I plant has increased significantly with the expansion of the storage facilities. The expansion has remarkably increased the production capacity and stability of delivery. An energy-saving steam compression system is activated to reduce steam consumption and to further lower production costs. In the future, we will mainly focus on the development of ultra-high purity TMAH that can meet the needs of the current semiconductor industry. In addition to producing the 2.38% developer that meets T company specifications and conducting certification of such products in the pilot plant, the Company is planning to build phase II production lines for producing products of ultra-high purity grade.
The plant construction project has proceeded to the design and contracting stage. It is expected that electrolysis plant will be completed and tested in the second quarter of this year as phase I expansion. The purification and 2.38% dilution production line (phase II) will be test-run in the third quarter. After the completion of the first and second phases, it is expected to produce 50,000 tons of 2.38% TMAH annually. The third phase is expected to start in the next year, and phase 3 will expand the production equipment in phase I and II plants to double production capacity.
In the mainland market, after fulfilling T Company’s order in Nanjing and F Group's new investment in Guangzhou, the Company is targeting at OLED manufacturers which have relatively high demand for TMAH. Our prospective OLED clients are located in Wuhan and Chengdu. Our recycling know-how brings higher benefits for our clients. Our potential customers' geographical proximity to our Yichang operation may lead to lower transportation cost.
Specialty Chemicals Division: Under the condition that the supply of new panel production capacity and competitive technology of mainland plant are greatly increased, the panel industry in Taiwan will be significantly affected in loss of revenue and capacity adjustment. It
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was originally expected that the growth would slow down or decline. However, the pandemic in 2020 caused the corporate customers of Taiwan's two major panel manufacturers, A & I, book advance orders. As a result, our sales growth exceeded expectations. It is expected that the sales growth for 2021 will continue because the panel industry looks forward to brisk business.
San Fu focuses on three market segments. The first is the overseas market. In addition to the sustained growth of existing export products, there is an increase in the number of the products in the certification process and products being actively promoted. The second segment is the market in Taiwan. It is expected that mass production of three of our major products will start in 2021, and their contribution to our revenue will be more than 50%. The third is the contract manufacturing segment. Because of the pandemic and the U.S.-China trade war, the situation brings about positive impact to Taiwan's semiconductor industry. With superior cost and quality control capabilities, San Fu is able to become a leader in the contract manufacturing industry for production of chemical products for the semiconductor and electronics industries. With Taiwan being the manufacturing base of San Fu, we are proud of creating a "three win" situation in cooperation with our overseas business partners and end-product customers. Our product development and certification efforts will definitely produce promising outcomes in 2021.
Domestic Sales Unit of the Basic Chemical Products Division: Since 2020, San Fu looks forward to continuing market expansion of new products such as steviol glycosides, lactic acid series, etc. In the future, we will continue developing and introducing new products and new supplier development, such as natural caramel color, slow-release chlorine ingots, amino acid series, etc. We will follow market trends to develop forward-looking new products to meet market demand; actively seek domestic small and medium enterprises with competitive capability for mergers and acquisitions or for forming strategic alliances, in order to increase the market share of our major products and form a full-range product line; develop new applications for existing products, disengage from low-price competition from the low-end market, and maintain core competitiveness.
In compliance with the government's food safety management regulations, new food additives factory has been rebuilt in Liuke factory area, and special food factory has been set up by San Fu Biotechnology Co., Ltd. to make customers more confident in the Company’s services; strengthen the ability of quality control analysis and inspection of professional products and improve the quality control of products to meet customer requirement and enhance the corporate image under the total quality assurance system.
Export unit of basic chemical business division: With RD's research and development results, under the guidance and assistance of consultant team, we constantly strive to improve production equipment, increase equipment productivity with minimum investment, improve and stabilize quality, improve by-product recovery efficiency, and reduce resource and material consumption, so as to create greater profits for the company.
To sum up, the company has invested resources in developing new products in addition to continuing improvement of existing products, pursuing quality improvement and cost reduction. At the same time, it has developed other markets such as Southeast Asia and set up San Fu Vietnam subsidiary company to develop gas industry in emerging countries. The company will continue to develop in the direction of product application with high profit and added value.
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Attachment 2
San Fu Chemical Co., Ltd.
Supervisor’s (Audit Committee’s) Review Report
The Board of Directors presented the Company's 2020 annual business report, financial statements and earnings distribution proposal. The financial statements were certified by Xu Xiuming and the Ong Yaling, certified accountants of Deloitte and Touche and issued an audit report.
This report is hereby submitted to the Supervisors for examination of the above-mentioned business reports, financial statements and earnings distribution proposals, which are in conformity with the relevant provisions of the Company Law and in accordance with the provisions of Article 219 of the Company Law.
Your examination is highly appreciated.
To: Shareholders General Meeting 2021of San Fu Chemical Co., Ltd.
Supervisor: Pilot Keymark SDN.BHD Legal representative: Chung Susheng Supervisor: You Shengfu Supervisor: Huang Mingfu March 30, 2021
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Attachment 3
Independent Auditor’s Report
To: San Fu Chemical Co., Ltd.
Audit opinions
The Consolidated Balance Sheets of San Fu Chemical Co., Ltd. and its subsidiaries as of December 31 2020 and 2019, as well as the consolidated comprehensive profit and loss statement, the consolidated equity change statement, the consolidated cash flow statement and the notes to the consolidated financial statements (including the summary of major accounting policies) as of December 31 2020 and 2019 have been checked and completed by this accountant.
In accordance with the opinion of this accountant and on the basis of the auditing results of this accountant and the auditing reports of other accountants (see other items), the consolidated financial statements are prepared in all significant respects in accordance with the Financial Reporting Standards of Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretation and Interpretation Notice approved and issued by the Financial Supervisory Commission. The system is sufficient to properly express the consolidated financial situation of San Fu Chemical Co., Ltd. and its subsidiaries as of December 31 2020 and 2019, as well as the consolidated financial performance and cash flow as of December 31 2020 and 2019.
Basis for audit opinions
This Accountant carries out the auditing work in accordance with the rules of auditing certified financial statements and generally accepted auditing standards. The accountant's liability under these standards will be further explained in the accountant's responsibility section for the examination and verification of consolidated financial statements. Personnel of the accounting firm subject to the Independence Code have maintained their detached independence with San Fu Chemical Co., Ltd. and its subsidiaries in accordance with the professional ethics of accountants, and have fulfilled other responsibilities of the Code. Based on the auditing results of this accountant and other auditing reports of other accountants, the accountant believes that sufficient and appropriate evidence has been obtained for the purpose of expressing his opinions on the auditing.
Critical auditing matters
Critical auditing matters refer to the most important items in checking the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020 according to the professional judgment of the accountant. Such matters have been dealt with in the process of checking the consolidated financial statements as a whole and forming audit opinions. The accountant does not express his views on such matters separately.
The critical auditing items of the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020 are described as follows:
Subsequent measurement of inventory
The inventory value of San Fu Chemical Co., Ltd. and its subsidiary company for the year ended December 31, 2020 was NT$393,477,000, accounting for 7% of the total consolidated assets. For inventory-related accounting policies and related disclosure information, please refer to Notes 4 and 10 to the consolidated financial statements. This accountant is concerned about this risk, because the value of inventory is subject to fluctuations in the demand market and rapid changes in technology, which may lead to inventory idle sales or outdated, resulting in idle and
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outdated losses. The accounting policies of San Fu Chemical Co. Ltd. and its subsidiaries for inventory depreciation and idling losses are based on net cash value assessment and inventory age assessment quarterly. Because the calculation of inventory impairment based on net cash value assessment and inventory age assessment involves the assumptions and estimates of management, it will directly impact on the amount of loss recognized, so it is listed as critical auditing matters.
The accountant performs the following audit procedures for aforementioned critical audit items:
-
Obtain and understand the Company’s accounting policies and the characteristics of inventories for evaluating inventory losses.
-
Obtain the inventory net realizable value summary table compiled by the management, check it to the latest actual sales price vouchers, and re-check the inventory net realizable value to evaluate the basis and rationality of the estimated net realizable value of the management.
-
Obtain the inventory sluggish analysis table compiled by the management to test the vouchers of recent sales, purchase and requisition records in a sampling method to evaluate the correctness of the inventory sluggish analysis table.
Other matters
San Fu Chemical Co., Ltd. has compiled the individual financial statements for 2020 and 2019, and the unqualified opinions issued by this accountant are attached for reference.
Responsibility of Management and Governing Units for Consolidated Financial Statements
The management's responsibility is to prepare consolidated financial statements in accordance with the securities issuer's Financial Reporting Standards and the International Financial Reporting Standards, International Accounting Standards, Interpretation and Interpretation Bulletin approved and issued by the Financial Supervisory Commission, and to maintain the necessary internal controls related to the preparation of consolidated financial statements in order to ensure that the consolidated financial statements have no major misrepresentation of fraud or error.
In compiling consolidated financial statements, the responsibility of management also includes assessing the ability of San Fu Chemical Co., Ltd. and its subsidiaries to continue their operations, disclosing related matters, and adopting the accounting basis for continuing their operations, unless the management intends to liquidate San Fu Chemical Co., Ltd. and its subsidiaries or to suspend their operations, or has no practical feasibility other than liquidation or closure scheme.
The governing units (including supervisors) of San Fu Chemical Co., Ltd. and its subsidiaries are responsible for supervising the financial reporting process.
Accountants' Responsibility for Auditing Consolidated Financial Statements
The purpose of this accountant's examination of consolidated financial statements is to obtain reasonable confidence in the existence of any material misrepresentation of the consolidated financial statements as a whole due to fraud or error, and to issue a verification report. Reasonable confidence is a high degree of confidence. Only the verification work carried out in accordance with generally accepted auditing standards cannot guarantee the detection of significant false statements in the consolidated financial statements. Misrepresentation may result from fraud or error. It is considered to be significant if the unreal amount or aggregate amount can reasonably be expected to affect the economic decisions made by the users of the consolidated financial statements.
This accountant uses professional judgment and maintains professional suspicion when auditing in accordance with generally accepted auditing standards. The accountant also performs the following tasks:
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-
Identify and evaluate the risk of material misrepresentation due to fraud or error in the consolidated financial statements; design and implement appropriate countermeasures to the risk assessed; and obtain sufficient and appropriate verification evidence to serve as the basis for audit opinions. Since fraud may involve conspiracy, forgery, intentional omission, false declaration or overstepping internal control, the risk of not detecting significant misrepresentation due to fraud is higher than that due to error.
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To acquire the necessary understanding of the internal control related to the audit, in order to design the appropriate audit procedures under the circumstances, the only purpose is not to express opinions on the effectiveness of internal control of San Fu Chemical Co., Ltd. and its subsidiaries.
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To assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosure.
-
Based on the verification evidence obtained, a conclusion is drawn on the appropriateness of the management's adoption of the accounting basis for continuing operation and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of San Fu Chemical Co., Ltd. and its subsidiaries to continue operation. If the accountant considers that there are significant uncertainties in such events or circumstances, he shall remind the users of the consolidated financial statements in the audit report to pay attention to the relevant disclosure of the consolidated financial statements or that such disclosure is an improper correction to the audit opinion. This accountant's conclusion is based on the verification evidence obtained as of the date of the audit report. However, future events or circumstances may result in San Fu Chemical Co., Ltd. and its subsidiaries no longer having the ability to continue to operate.
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Assess the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements appropriately express relevant transactions and events.
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To obtain sufficient and appropriate verification evidence for the financial information of the constituent individuals in the group to express their opinions on the consolidated financial statements. This accountant is responsible for the guidance, supervision and execution of group audit cases, and for the formation of group audit opinions.
-
The communication between the accountant and the governing unit includes the planned
-
scope and time of the audit, as well as the major findings of the audit (including the significant absence of internal control identified during the audit process).
The accountant also provides the governing unit with the statement that the personnel of the accountant's affiliated firm subject to the independence criterion have complied with the independence statement in the professional ethics of the accountant, and communicates with the governing unit all the relations and other matters (including relevant protective measures) that may be considered to affect the independence of the accountant.
From the matters of communication with the governing unit, the accountant decides the critical matters of checking the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020. This accountant specifies such matters in the audit report unless the statute does not permit the disclosure of specific matters publicly or, in rare cases, decides not to communicate specific matters in the audit report, as the negative impact of such communication can reasonably be expected to be greater than the public interest enhanced.
Deloitte Touche Taiwan
Accountant: Xu Xiuming Accountant: Ong Yaling Securities & Futures Institute Financial Supervisory Commission Approval No. Taicaizhengliuzi No. Approval No. 0920123784 Jinguanzhengshenzi No. 1020025513 March 29, 2021
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San Fu Chemical Co., Ltd. & Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars)
| Code 1100 1136 1140 1150 1170 1180 130X 1410 1460 1470 11XX 1517 1550 1560 1600 1755 1840 1915 1920 15XX 1XXX C o d e 2100 2130 2170 2180 2200 2230 2260 2280 2300 2320 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3XXX |
Asset Current Assets Cash and cash equivalents Gain on financial assets measured at fair value after amortization- Current Cash and cash equivalents Contract assets - current Net bills receivable Net accounts receivable Inventory Prepayments Non-Current Assets pending for sale Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive gains and losses - non-current Investments with Equity Method Contract assets - non-current Real estate, plant and equipment Right-of-use asset Deferred income tax assets Long-term advance payment Refundable deposits Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans Contract liabilities - current Notes payable and accounts Accounts payable - stakeholders Other payables Current income tax liabilities Liabilities related directly to the non-current assetspending for sale Lease liabilities - Current Other current liabilities Long-term liabilities due within one year Total current liabilities Non-current liabilities Long-term loan Deferred income tax liabilities Lease liabilities – non-current Net defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Equity attributable to company owners Capital stock Common shares Capital surplus Retained earnings Statutory surplus reserve Equity attributable to company owners Capital stock Special surplus reserve Undistributed surplus Total retained surplus Other equities Exchange difference for conversion of financial statements of foreign operating institutions Investment interests of equity instruments measured by fair value through other comprehensive gains and losses Total of other equities Total equities Total Liabilities and Equities |
2020.12.31 | % 15 4 - 1 20 - 7 2 - - 49 3 8 - 33 3 - 4 - 51 100 11 3 5 - 4 1 - - - 1 25 4 - 1 - - 5 30 19 19 5 1 28 34 ( 2 ) - ( 2 ) 70 100 |
2019.12.31 | |
|---|---|---|---|---|---|
| Amount $ 794,606 233,792 8,730 43,521 1,050,565 9,590 393,477 87,893 - 25,846 2,648,020 157,471 405,083 5,941 1,776,610 141,430 26,916 218,384 4,569 2,736,404 $ 5,384,424 $ 590,000 156,922 250,795 2,047 185,114 64,497 - 19,611 3,391 38,072 1,310,449 194,501 108 59,806 24,538 2,363 281,316 1,591,765 1,007,060 1,056,191 250,297 56,293 1,526,166 1,832,756 ( 127,821 ) 24,473 ( 103,348 ) 3,792,659 $ 5,384,424 |
Amount $ 208,399 6,285 6,622 38,829 923,493 21,444 454,433 48,754 186,946 39,505 1,934,710 119,037 410,558 14,617 1,446,980 140,496 34,336 121,901 2,960 2,290,885 $ 4,225,595 $ 480,000 10,255 215,349 4,743 191,999 14,464 35,865 19,544 3,592 - 975,811 - - 53,035 37,914 2,860 93,809 1,069,620 907,060 670,626 217,850 6,442 1,410,290 1,634,582 ( 68,651 ) 12,358 ( 56,293 ) 3,155,975 $ 4,225,595 |
% | |||
| 5 - - 1 22 1 11 1 4 1 46 3 10 - 34 3 1 3 - 54 100 11 - 5 - 5 - 1 1 - - 23 - - 1 1 - 2 25 21 16 5 - 34 39 ( 1 ) - ( 1 ) 75 100 |
Chairman: Wu Hsin-Hung
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Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu
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San Fu Chemical Co., Ltd. & Subsidiaries Consolidated Income Statements For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars, but Earnings per share is NT$1)
| Code 4000 Operating Revenue 5000 Operating Costs 5900 Operating gross profit Operating expenses 6100 Promotion expenses 6200 Management expenses 6300 R&D expenses 6000 Total operating expenses 6900 Operating net profits Non-operating income and expenses 7010 Other income 7020 Other benefits and losses 7050 Financial Cost 7060 Gains and Losses of Affiliated Enterprises and Joint Ventures Recognized by Equity Method 7100 Interest income 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expenses 8200 Net profit for the year |
2020 | % 100 78 22 5 4 1 10 12 1 - - - - 1 13 ( 3 ) 10 |
2019 | |
|---|---|---|---|---|
| Amount $ 3,818,716 2,957,612 861,104 204,119 145,175 40,907 390,201 470,903 41,941 ( 11,086 ) ( 6,930 ) 6,126 1,266 31,317 502,220 ( 102,747 ) 399,473 |
Amount $ 3,936,381 3,249,525 686,856 204,773 116,009 27,438 348,220 338,636 50,085 ( 37,392 ) ( 7,325 ) 31,130 1,831 38,329 376,965 ( 52,490 ) 324,475 |
% | ||
| 100 83 17 5 3 1 9 8 1 ( 1 ) - 1 - 1 9 ( 1 ) 8 |
( to becontinued on next page )
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( continued from the previous page )
| Code Other consolidated gains and losses 8310 Items not categorized into profit and loss 8311 Remeasured amount of welfare plan 8316 Unrealized Assessment of Profits and Losses through Investment in Equity Instruments Measured at Fair Value through Other Comprehensive Profits and Losses 8349 Income tax related to non-reclassified items 8360 Subsequent items that may be reclassified to profit and loss 8361 Exchange difference for conversion of financial statements of foreign operating institutions 8370 Recognition of other consolidated profit and loss shares of affiliated companies and joint ventures using the equity method 8300 Other consolidated profit and loss for the year (net after tax) Total 8500 Total consolidated profit and loss for the year Net profit attributable to: 8610 Company owners Total consolidated profit and loss attributable to: 8710 Company owners Earnings per share(Note 26) 9710 Basic 9810 Diluted |
2020 | % - - - - ( 1 ) - ( 1 ) ( 1 ) 9 10 9 |
2019 | |
|---|---|---|---|---|
| Amount ( $ 2,183 ) 10,836 1,716 10,369 ( 61,999 ) 2,829 ( 59,170 ) ( 48,801 ) $ 350,672 $ 399,473 $ 350,672 $ 4.36 $ 4.36 |
Amount ( $ 6,956 ) ( 13,876 ) 5,591 ( 15,241 ) ( 26,319 ) ( 13,856 ) ( 40,175 ) ( 55,416 ) $ 269,059 $ 324,475 $ 269,059 $ 3.58 $ 3.57 |
% | ||
| - - - - ( 1 ) - ( 1 ) ( 1 ) 7 8 7 |
Chairman: Wu Hsin-Hung Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu
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| Total Equity | $ 3,123,519 | - | - | ( 244,906 ) |
8,303 | 324,475 | ( 55,416 ) |
( 55,416 ) |
269,059 | 3,155,975 | - | - | ( 226,765 ) |
6,746 | 487,000 | 19,031 | 399,473 | ( 48,801 ) |
( 48,801 ) |
350,672 | $ 3,792,659 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized profits | and losses of | financial assets | measured through | other consolidated | profits and losses | at fair value | $ 22,034 | - | - | - | - | - | ( 9,676 ) |
( 9,676 ) |
12,358 | - | - | - | - | - | - | - | 12,115 |
12,115 |
$ 24,473 | ||||||||||||||||
| Other Equity Items | Exchange | difference for | conversion of | financial statements | of foreign operating | institutions | ( $ 28,476 ) | - | - | - | - | - | ( 40,175 ) |
( 40,175 ) |
( 68,651 ) |
- | - | - | - | - | - | - | ( 59,170 ) |
( 59,170 ) |
($ 127,821 ) | ||||||||||||||||
| Undistributed | Earnings | $ 1,382,502 | ( 39,774 ) |
( 6,442 ) |
( 244,906 ) |
- | 324,475 | ( 5,565 ) |
318,910 | 1,410,290 | ( 32,447 ) |
( 49,851 ) |
( 199,553 ) |
- | - | - | 399,473 | ( 1,746 ) |
397,727 | $ 1,526,166 | |||||||||||||||||||||
| San Fu Chemical Co., Ltd. & Subsidiaries | Consolidated Statement of Shareholders’ Equity | For the years ended December 31, 2020 and 2019 | (Expressed in thousands of New Taiwan Dollars) | Capital Stock Capital Reserve Retained Reserve |
Legal surplus Special surplus |
Code Thousand Shares Amount reserve reserve |
A1 Balance at Jan 1, 2019 90,706 $ 907,060 $ 662,323 $ 178,076 $ - |
2018 Earnings Distribution: | B1 Legal surplus reserve - - - 39,774 - |
B3 Special surplus reserve - - - - 6,442 |
B5 Shareholders cash dividend - - - - - |
Other capital reserve changes: | C3 As result of gift - - 8,303 - - |
D1 Net profit in 2019 - - - - - |
D3 Other consolidated profit & loss after tax in |
2019 - - - - - |
D5 Total consolidated profit & loss in 2019 - - - - - |
Z1 Balance - Dec 31, 2019 90,706 907,060 670,626 217,850 6,442 |
2019 Surplus distribution: |
B1 Legal surplus reserve - - - 32,447 - |
B3 Special surplus reserve - - - - 49,851 |
B5 Shareholders cash dividend - - ( 27,212 ) - - |
Other capital reserve changes: | C3 As result of gift - - 6,746 - - |
E1 Cash increase 10,000 100,000 387,000 - - |
N1 Share-based payment transaction - - 19,031 - - |
D1 Net profit in 2020 - - - - - |
D3 Other consolidated profit & loss after tax in |
2020 - - - - - |
D5 Total consolidated profit & loss in 2020 - - - - - |
Z1 Balance - Dec 31, 2020 100,706 $1,007,060 $ 1,056,191 $ 250,297 $ 56,293 |
Chairman: Wu Hsin-Hung Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu |
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29
San Fu Chemical Co., Ltd. & Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars)
| Code Cash flow from operating activities A10000 Net profit before tax of the year A20010 Income and loss items: A20100 Depreciation expense A20900 Financial cost A21200 Interest income A21300 Dividend income A21900 Share-based compensation cost A22300 Income and Loss of Affiliated Enterprises and Joint Ventures Using Equity Method A22500 Loss (gain) from disposal of real estate, plant & equipment A23700 Real estate, plant & equipment impairment loss A23700 Inventory price fall and sluggish losses A23800 Inventory depreciation and idling losses (appreciation benefits) A24100 Unrealized foreign currency exchange (interest) loss A30000 Net change in operating assets and liabilities A31125 Contract assets - current A31130 Bills receivable A31150 Accounts receivable A31160 Accounts receivable - stakeholders A31200 Stock A31230 Prepayments A31240 Other current assets A31260 Contract assets-non-current A32125 Contract liability A32150 Notes payable and accounts payable A32160 Accounts payable - stakeholders A32180 Other payables A32230 Other current liabilities A32240 Net defined welfare liabilities - non-current A32990 Other non-current liabilities |
2020 $ 502,220 262,851 6,930 ( 1,266 ) ( 1,092 ) 19,031 ( 6,126 ) 40 - - ( 5,961 ) ( 2,242 ) ( 2,108 ) ( 4,692 ) ( 125,082 ) 12,027 66,917 ( 39,142 ) 11,944 8,676 146,667 36,555 ( 2,696 ) 23,211 ( 29 ) ( 15,559 ) ( 497 ) |
2019 |
|---|---|---|
| $ 376,965 269,358 7,325 ( 1,831 ) ( 1,413 ) - ( 31,130 ) ( 742 ) 35,000 3,504 - 7,642 9,047 4,439 79,205 ( 9,095 ) 85,895 89,727 3,664 ( 2,922 ) 6,608 ( 128,605 ) ( 5,509 ) ( 96,539 ) ( 598 ) ( 23,383 ) 702 |
( to becontinued on next page )
30
( continued from the previous page )
| Code A33000 Cash generated from operations A33100 Interest charged A33200 Dividend received A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investing activities B00010 Gain or loss on financial assets (liabilities) at fair value through profit or lossat fair B00040 Gain on financial assets measured at fair value after amortization B02700 Purchase of real estate, plant and equipment B02800 Payments from Disposal of real estate, plant and equipment B03700 Deposit margin reduction (increase) B07100 Long-term advance payment reduction (increase) BBBB Net cash used in investing activities Cash flows from financing activities C00100 Increase in short-term loan C01600 Long-term borrowings C01700 Refund of long-term borrowings C04020 Lease principal repayments C04500 Pay dividends C04600 Capital Injection C09900 Gifts received CCCC Net Cash from (used in) financing activities DDDD Impact of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents balance at beginning of the year E00200 Cash and cash equivalents balance at end of the year (to becontinued on next page) |
2020 $ 890,577 1,266 13,597 ( 6,963 ) ( 43,470 ) 855,007 ( 30,466 ) ( 227,769 ) ( 390,166 ) 472 ( 1,609 ) ( 166,646 ) ( 816,184 ) 103,000 240,000 ( 7,427 ) ( 24,499 ) ( 226,765 ) 487,000 6,746 578,055 ( 38,091 ) 578,787 215,819 $ 794,606 |
2019 |
|---|---|---|
| $ 677,314 1,831 3,124 ( 7,283 ) ( 100,815 ) 574,171 - ( 6,285 ) ( 216,145 ) 742 ( 1,449 ) ( 126,432 ) ( 349,569 ) 7,000 - - ( 22,847 ) ( 244,906 ) - 8,303 ( 252,450 ) ( 22,437 ) ( 50,285 ) 266,104 $ 215,819 |
31
- ( continued from the previous page )
Adjustment of cash and cash equivalents, end of the year
| Code | 2020.12.31 | 2019.12.31 | |
|---|---|---|---|
| E00210 | Cash and cash equivalents consolidated in | ||
| the balance sheet | $ 794,606 | $ 208,399 | |
| E00240 | Including the cash and cash equivalents | ||
| for selling and disposal of assets | - |
7,420 | |
| E00200 | Cash and cash equivalents, end of the year | $ 794,606 |
$ 215,819 |
| Chairman: | Wu Hsin-Hung Manager: Tsai Chieh-rong | Accounting supervisor: | Chen Chieh-yu |
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32
Independent Auditor’s Report
To: San Fu Chemical Co., Ltd.
Audit opinions
The Individual Balance Sheets of San Fu Chemical Co., Ltd. and its subsidiaries as of December 31 2020 and 2019, as well as the consolidated comprehensive profit and loss statement, the consolidated equity change statement, the consolidated cash flow statement and the notes to the consolidated financial statements (including the summary of major accounting policies) as of December 31 2020 and 2019 have been checked and completed by this accountant.
In accordance with the opinion of this accountant and on the basis of the auditing results of this accountant and the auditing reports of other accountants (see other items), the consolidated financial statements are prepared in all significant respects in accordance with the Financial Reporting Standards of Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretation and Interpretation Notice approved and issued by the Financial Supervisory Commission. The system is sufficient to properly express the consolidated financial situation of San Fu Chemical Co., Ltd. and its subsidiaries as of December 31 2020 and 2019, as well as the consolidated financial performance and cash flow as of December 31 2020 and 2019.
Basis for audit opinions
This Accountant carries out the auditing work in accordance with the rules of auditing certified financial statements and generally accepted auditing standards. The accountant's liability under these standards will be further explained in the accountant's responsibility section for the examination and verification of consolidated financial statements. Personnel of the accounting firm subject to the Independence Code have maintained their detached independence with San Fu Chemical Co., Ltd. and its subsidiaries in accordance with the professional ethics of accountants, and have fulfilled other responsibilities of the Code. Based on the auditing results of this accountant and other auditing reports of other accountants, the accountant believes that sufficient and appropriate evidence has been obtained for the purpose of expressing his opinions on the auditing.
Critical auditing matters
Critical auditing matters refer to the most important items in checking the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020 according to the professional judgment of the accountant. Such matters have been dealt with in the process of checking the consolidated financial statements as a whole and forming audit opinions. The accountant does not express his views on such matters separately.
The critical auditing items of the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020 are described as follows:
Subsequent measurement of inventory
The inventory value of San Fu Chemical Co., Ltd. and its subsidiary company for the year ended December 31, 2020 was NT$337,063,000, accounting for 6.5% of the total consolidated assets. For inventory-related accounting policies and related disclosure information, please refer to Notes 4 and 10 to the consolidated financial statements. This accountant is concerned about this risk, because the value of inventory is subject to fluctuations in the demand market and rapid changes in technology, which may lead to inventory idle sales or outdated, resulting in idle and
33
outdated losses. The accounting policies of San Fu Chemical Co. Ltd. and its subsidiaries for inventory depreciation and idling losses are based on net cash value assessment and inventory age assessment quarterly. Because the calculation of inventory impairment based on net cash value assessment and inventory age assessment involves the assumptions and estimates of management, it will directly impact on the amount of loss recognized, so it is listed as critical auditing matters.
The accountant performs the following audit procedures for aforementioned critical audit items:
-
Obtain and understand the Company’s accounting policies and the characteristics of inventories for evaluating inventory losses.
-
Obtain the inventory net realizable value summary table compiled by the management, check it to the latest actual sales price vouchers, and re-check the inventory net realizable value to evaluate the basis and rationality of the estimated net realizable value of the management.
-
Obtain the inventory sluggish analysis table compiled by the management to test the vouchers of recent sales, purchase and requisition records in a sampling method to evaluate the correctness of the inventory sluggish analysis table.
Responsibility of Management and Governing Units for Consolidated Financial Statements
The management's responsibility is to prepare consolidated financial statements in accordance with the securities issuer's Financial Reporting Standards and the International Financial Reporting Standards, International Accounting Standards, Interpretation and Interpretation Bulletin approved and issued by the Financial Supervisory Commission, and to maintain the necessary internal controls related to the preparation of consolidated financial statements in order to ensure that the consolidated financial statements have no major misrepresentation of fraud or error.
In compiling consolidated financial statements, the responsibility of management also includes assessing the ability of San Fu Chemical Co., Ltd. and its subsidiaries to continue their operations, disclosing related matters, and adopting the accounting basis for continuing their operations, unless the management intends to liquidate San Fu Chemical Co., Ltd. and its subsidiaries or to suspend their operations, or has no practical feasibility other than liquidation or closure scheme.
The governing units (including supervisors) of San Fu Chemical Co., Ltd. and its subsidiaries are responsible for supervising the financial reporting process.
Accountants' Responsibility for Auditing Consolidated Financial Statements
The purpose of this accountant's examination of consolidated financial statements is to obtain reasonable confidence in the existence of any material misrepresentation of the consolidated financial statements as a whole due to fraud or error, and to issue a verification report. Reasonable confidence is a high degree of confidence. Only the verification work carried out in accordance with generally accepted auditing standards cannot guarantee the detection of significant false statements in the consolidated financial statements. Misrepresentation may result from fraud or error. It is considered to be significant if the unreal amount or aggregate amount can reasonably be expected to affect the economic decisions made by the users of the consolidated financial statements.
This accountant uses professional judgment and maintains professional suspicion when auditing in accordance with generally accepted auditing standards. The accountant also performs the following tasks:
- Identify and evaluate the risk of material misrepresentation due to fraud or error in the consolidated financial statements; design and implement appropriate countermeasures to the risk assessed; and obtain sufficient and appropriate verification evidence to serve as the
34
basis for audit opinions. Since fraud may involve conspiracy, forgery, intentional omission, false declaration or overstepping internal control, the risk of not detecting significant misrepresentation due to fraud is higher than that due to error.
-
To acquire the necessary understanding of the internal control related to the audit, in order to design the appropriate audit procedures under the circumstances, the only purpose is not to express opinions on the effectiveness of internal control of San Fu Chemical Co., Ltd. and its subsidiaries.
-
To assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosure.
-
Based on the verification evidence obtained, a conclusion is drawn on the appropriateness of the management's adoption of the accounting basis for continuing operation and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of San Fu Chemical Co., Ltd. and its subsidiaries to continue operation. If the accountant considers that there are significant uncertainties in such events or circumstances, he shall remind the users of the consolidated financial statements in the audit report to pay attention to the relevant disclosure of the consolidated financial statements or that such disclosure is an improper correction to the audit opinion. This accountant's conclusion is based on the verification evidence obtained as of the date of the audit report. However, future events or circumstances may result in San Fu Chemical Co., Ltd. and its subsidiaries no longer having the ability to continue to operate.
-
Assess the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements appropriately express relevant transactions and events.
-
To obtain sufficient and appropriate verification evidence for the financial information of the constituent individuals in the group to express their opinions on the consolidated financial statements. This accountant is responsible for the guidance, supervision and execution of group audit cases, and for the formation of group audit opinions.
The communication between the accountant and the governing unit includes the planned scope and time of the audit, as well as the major findings of the audit (including the significant absence of internal control identified during the audit process).
The accountant also provides the governing unit with the statement that the personnel of the accountant's affiliated firm subject to the independence criterion have complied with the independence statement in the professional ethics of the accountant, and communicates with the governing unit all the relations and other matters (including relevant protective measures) that may be considered to affect the independence of the accountant.
From the matters of communication with the governing unit, the accountant decides the critical matters of checking the consolidated financial statements of San Fu Chemical Co., Ltd. and its subsidiaries in 2020. This accountant specifies such matters in the audit report unless the statute does not permit the disclosure of specific matters publicly or, in rare cases, decides not to communicate specific matters in the audit report, as the negative impact of such communication can reasonably be expected to be greater than the public interest enhanced.
Deloitte Touche Taiwan Deloitte Touche Taiwan Accountant: Xu Xiuming Accountant: Ong Yaling Securities & Futures Institute Financial Supervisory Commission Approval No. 0920123784 Approval No. 1020025513 March 29, 2021
35
San Fu Chemical Co., Ltd. Individual Balance Sheet
For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)
| Code |
Assets Current Assets Cash and cash equivalents Gain on financial assets measured at fair value after amortization- Current Cash and cash equivalents Contract assets - current Net bills receivable Net accounts receivable Inventory Prepayments Non-Current Assets pending for sale Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive gains and losses - non-current Investments with Equity Method Contract assets - non-current Real estate, plant and equipment Right-of-use asset Deferred income tax assets Long-term advance payment Refundable deposits Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans Contract liabilities - current Notes payable and accounts Accounts payable - stakeholders Other payables Current income tax liabilities Lease liabilities - Current Other current liabilities Long-term liabilities due within one year Total current liabilities Non-current liabilities Long-term loan Deferred income tax liabilities Lease liabilities – non-current Net defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Equity attributable to company owners Capital stock Common shares Capital surplus Retained earnings Statutory surplus reserve Equity attributable to company owners Capital stock Special surplus reserve Undistributed surplus Total retained surplus Other equities Exchange difference for conversion offinancial statements of foreign operating institutions Investment interests of equity instruments measured by fair value through other comprehensive gains and losses Total of other equities Total equities |
2020.12.31 | % 12 4 - - 19 1 7 2 - - 45 2 26 - 24 1 - 2 - 55 100 9 3 4 - 4 1 - - 1 22 4 - 1 - - 5 27 20 20 5 1 29 35 ( 2 ) - ( 2 ) 73 100 |
2019.12.31 | |
|---|---|---|---|---|---|
| Amount $ 606,487 222,400 8,730 17,950 1,004,409 28,660 337,063 77,435 - 13,494 2,316,628 103,025 1,349,077 5,941 1,225,180 57,252 26,916 100,381 3,040 2,870,812 $ 5,187,440 $ 480,000 156,922 191,176 5,295 182,504 60,493 12,588 999 38,072 1,128,049 194,501 108 45,222 24,538 2,363 266,732 1,394,781 1,007,060 1,056,191 250,297 56,293 1,526,166 1,832,756 ( 127,821 ) 24,473 ( 103,348 ) 3,792,659 $ 5,187,440 |
Amount $ 116,912 6,285 6,622 15,014 881,492 162,598 406,559 37,545 151,081 19,991 1,804,099 61,723 861,346 14,617 1,278,879 72,228 34,336 20,790 1,284 2,345,203 $ 4,149,302 $ 450,000 10,255 201,999 12,064 190,556 14,069 19,544 1,031 - 899,518 - - 53,035 37,914 2,860 93,809 993,327 907,060 670,626 217,850 6,442 1,410,290 1,634,582 ( 68,651 ) 12,358 ( 56,293 ) 3,155,975 $ 4,149,302 |
% | |||
1100 1136 1140 1150 1170 1180 130X 1410 1460 1470 11XX 1517 1550 1560 1600 1755 1840 1915 1920 15XX 1XXX C o d e |
3 - - - 21 4 10 1 4 - 43 1 21 - 31 2 1 1 - 57 100 11 - 5 - 5 - 1 - - 22 - - 1 1 - 2 24 22 16 5 - 34 39 ( 1 ) - ( 1 ) 76 100 |
||||
2100 2130 2170 2180 2200 2230 2280 2300 2320 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3410 3420 3400 3XXX |
Chairman: Wu Hsin-Hung
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Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu
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36
San Fu Chemical Co., Ltd. & Subsidiaries Individual Consolidated Income Statements For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars, but Earnings per share is NT$1)
| Code 4000 Operating Revenue 5000 Operating Costs 5900 Operating gross profit Operating expenses 6100 Promotion expenses 6200 Management expenses 6300 R&D expenses 6000 Total operating expenses 6900 Operating net profits Non-operating income and expenses 7010 Other income 7020 Other benefits and losses 7050 Financial Cost 7070 Share of profits and losses of subsidiaries, affiliates and joint ventures using the equity method 7100 Interest income 7000 Total non-operating income and expenses |
2020 | % 100 77 23 5 4 1 10 13 1 - - - - 1 |
2019 | |
|---|---|---|---|---|
| Amount $ 3,616,758 2,789,687 827,071 173,247 134,234 40,907 348,388 478,683 21,697 ( 9,519 ) ( 5,663 ) 10,079 160 16,754 |
Amount $ 3,840,853 3,162,474 678,379 182,890 109,399 27,438 319,727 358,652 27,129 ( 36,744 ) ( 6,088 ) 33,310 311 17,918 |
% | ||
| 100 83 17 5 3 - 8 9 1 ( 1 ) - 1 - 1 |
( to becontinued on next page )
37
( continued from the previous page )
| 2020 2019 C o d e A m o u n t % A m o u n t % 7900 Net profit before tax $ 495,437 14 $ 376,570 10 7950 Income tax expenses ( 95,964 ) ( 3 ) ( 52,095 ) ( 2 ) 8200 Net profit for the year 399,473 11 324,475 8 Other consolidated gains and losses 8310 Items not categorized into profit and loss 8311 Remeasured amount of welfare plan ( 2,183 ) - ( 6,956 ) - 8316 Unrealized Assessment of Profits and Losses through Investment in Equity Instruments Measured at Fair Value through Other Comprehensive Profits and Losses 10,836 - ( 13,876 ) - 8349 Income tax related to non-reclassified items 1,716 - 5,591 - 10,369 - ( 15,241 ) - 8360 Subsequent items that may be reclassified to profit and loss - 8380 Other comprehensive profit and loss shares of subsidiaries, affiliates and joint ventures recognized using the equity method ( 59,170 ) ( 1 ) ( 40,175 ) ( 1 ) ( 59,170 ) ( 1 ) ( 40,175 ) ( 1 ) 8300 Other consolidated profit and loss for the year (net after tax) Total ( 48,801 ) ( 1 ) ( 55,416 ) ( 1 ) 8500 Total consolidated profit and loss for the year $ 350,672 10 $ 269,059 7 Earnings per share(Note 26) 9710 Basic $ 4.36 $ 3.58 9810 Diluted $ 4.36 $ 3.57 Chairman: Wu Hsin-Hung Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu |
2019 | |
|---|---|---|
% |
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38
| Total Equity | $ 3,123,519 | - | - | ( 244,906 ) |
8,303 | 324,475 | ( 55,416 ) |
( 55,416 ) |
269,059 | 269,059 | 3,155,975 | - | - | ( 226,765 ) |
6,746 | 487,000 | 19,031 | 399,473 | ( 48,801 ) |
( 48,801 ) |
350,672 | 350,672 | $ 3,792,659 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other Equity Items | Exchange Unrealized profits |
difference for and losses of |
conversion of financial assets |
financial measured through |
statements of other consolidated |
foreign operating profits and losses |
institutions at fair value Undistributed |
Earnings | $ 1,382,502 ( $ 28,476 ) $ 22,034 |
( 39,774 ) - - |
( 6,442 ) - - |
( 244,906 ) - - |
- - - |
324,475 - - |
( 5,565 ) ( 40,175 ) ( 9,676 ) |
318,910 ( 40,175 ) ( 9,676 ) |
1,410,290 ( 68,651 ) 12,358 |
( 32,447 ) - - |
( 49,851 ) - - |
( 199,553 ) - - |
- - - |
- - - |
- - - |
399,473 - - |
( 1,746 ) ( 59,170 ) 12,115 |
397,727 ( 59,170 ) 12,115 |
$ 1,526,166 ($ 127,821 ) $ 24,473 |
||||||||||||||
| San Fu Chemical Co., Ltd. & Subsidiaries | Individual Statement of Shareholders’ Equity | For the years ended December 31, 2020 and 2019 | (Expressed in thousands of New Taiwan Dollars) | Capital Reserve Retained Reserve |
Legal surplus Special surplus |
reserve reserve |
$ 662,323 $ 178,076 $ - |
- 39,774 - |
- - 6,442 |
- - - |
8,303 - - |
- - - |
- - - |
- - - |
670,626 217,850 6,442 |
- 32,447 - |
- - 49,851 |
( 27,212 ) - - |
6,746 - - |
387,000 - - |
19,031 - - |
- - - |
- - - |
- - - |
$ 1,056,191 $ 250,297 $ 56,293 |
||||||||||||||||
| Amount | $ 907,060 | - | - | - | - | - | - |
- |
907,060 | - | - | - | - | 100,000 | - | - | - |
- |
$ 1,007,060 | ||||||||||||||||||||||
| Capital Stock | Thousand Shares | 90,706 | - | - | - | - | - | - | - | 90,706 | - | - | - | - | 10,000 | - | - | - | - | 100,706 | |||||||||||||||||||||
| 代碼 | A1 Balance at Jan 1, 2019 |
2018 Earnings Distribution: | B1 Legal surplus reserve |
B3 Special surplus reserve |
B5 Shareholders cash dividend |
Other capital reserve changes: | C3 As result of gift |
D1 Net profit in 2019 |
D3 Other consolidated profit & loss after tax in |
2019 | D5 Total consolidated profit & loss in 2019 |
Z1 Balance - Dec 31, 2019 |
2019 Surplus distribution: | B1 Legal surplus reserve |
B3 Special surplus reserve |
B5 Shareholders cash dividend |
Other capital reserve changes: | C3 As result of gift |
E1 Cash increase |
N1 Share-based payment transaction |
D1 Net profit in 2020 |
D3 Other consolidated profit & loss after tax in |
2020 | D5 Total consolidated profit & loss in 2020 |
Z1 Balance - Dec 31, 2020 |
39
San Fu Chemical Co., Ltd. & Subsidiaries Individual Statements of Cash Flows For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars)
| Code Cash flow from operating activities A10000 Net profit before tax of the year A20010 Income and loss items: A20100 Depreciation expense A20900 Financial cost A21200 Interest income A21300 Dividend income A21900 Share-based compensation cost A22400 Share of profits and losses of subsidiaries, affiliates and joint ventures using the equity metho A22500 Loss (gain) from disposal of real estate, plant & equipment A23700 Real estate, plant & equipment impairment loss A23700 Inventory price fall and sluggish losses A23800 Inventory depreciation and idling losses (appreciation benefits) A24100 Unrealized foreign currency exchange (interest) loss A30000 Net change in operating assets and liabilities A31125 Contract assets - current A31130 Bills receivable A31150 Accounts receivable A31160 Accounts receivable - stakeholders A31200 Stock A31230 Prepayments A31240 Other current assets A31260 Contract assets-non-current A32125 Contract liability A32150 Notes payable and accounts payable A32160 Accounts payable - stakeholders A32180 Other payables A32230 Other current liabilities A32240 Net defined welfare liabilities - non-current A32990 Other non-current liabilities A33000 Cash generated from operations A33100 Interest charged (to becontinued on next page) |
2020 $ 495,437 230,089 5,663 ( 160 ) ( 1,092 ) 19,031 ( 10,079 ) 40 - - ( 5,961 ) ( 2,242 ) ( 2,108 ) ( 2,936 ) ( 120,927 ) 134,112 75,457 ( 39,890 ) 6,497 8,676 146,667 ( 11,215 ) ( 6,769 ) 23,461 ( 32 ) ( 15,559 ) ( 497 ) 925,663 160 |
2019 |
|---|---|---|
| $ 376,570 240,643 6,088 ( 311 ) ( 1,413 ) - ( 33,310 ) ( 742 ) 35,000 3,504 - 7,642 9,047 26,723 117,400 ( 147,032 ) 120,350 72,776 13,801 ( 2,922 ) 6,608 ( 140,426 ) 706 ( 95,487 ) ( 2,331 ) ( 23,383 ) 702 590,203 311 |
40
( continued from the previous page )
| Code | 2020 | 2019 | |||
|---|---|---|---|---|---|
| A33200 | Dividend received | $ | 1,092 |
$ | 3,124 |
| A33300 | Interest paid | ( | 5,738 ) |
( | 6,048 ) |
| A33500 | Income tax paid | ( | 40,296 ) |
( | 100,815 ) |
| AAAA | Net cash inflow from operating | ||||
| activities | 880,881 |
486,775 | |||
| Cash flow from investing activities | |||||
| B00010 | Gain or loss on financial assets | ||||
| (liabilities) at fair value through | |||||
| profit or lossat fair | ( | 30,466 ) | - | ||
| B00040 | Gain on financial assets measured at | ||||
| fair value after amortization | ( | 216,115 ) |
( | 6,285 ) | |
| B02200 | Investment subsidiary | ( | 385,741 ) |
( | 271,653 ) |
| B02400 | Subsidiaries using the equity method | ||||
| to reduce capital and return stock | - | 73,128 | |||
| B02700 | Purchase of real estate, plant and | ||||
| equipment | ( | 176,833 ) |
( | 197,837 ) | |
| B02800 | Payments from Disposal of real estate, | ||||
| plant and equipment | 472 | 160,878 | |||
| B03700 | Deposit margin reduction (increase) | ( | 1,756 ) | 21 | |
| B07100 | Long-term advance payment | ||||
| reduction (increase) | ( | 93,242 ) |
( | 25,321 ) | |
| BBBB | Net cash used in investing activities | ( | 903,681 ) |
( | 267,069 ) |
| Cash flows from financing activities | |||||
| C00100 | Increase in short-term loan | 30,000 | 50,000 | ||
| C01600 | Long-term borrowings | 240,000 | - | ||
| C01700 | Refund of long-term borrowings | ( | 7,427 ) | - | |
| C04020 | Lease principal repayments | ( | 17,649 ) |
( | 16,438 ) |
| C04500 | Pay dividends | ( | 226,765 ) |
( | 244,906 ) |
| C04600 | Capital Injection | 487,000 | - | ||
| C09900 | Gifts received | 6,746 |
8,303 | ||
| CCCC | Net Cash from (used in) financing | ||||
| activities | 511,905 |
( | 203,041 ) | ||
| DDDD | Impact of exchange rate changes on cash | ||||
| and cash equivalents | 470 |
( | 610 ) | ||
| EEEE |
Net increase (decrease) in cash and cash | ||||
| equivalents | 489,575 | 16,055 | |||
| E00100 | Cash and cash equivalents balance at | ||||
| beginning of the year | 116,912 |
100,857 | |||
| E00200 | Cash and cash equivalents balance at end | ||||
| of the year | $ | 606,487 |
$ | 116,912 | |
| Chairman: | Wu Hsin-Hung Manager: Tsai Chieh-rong | Accounting supervisor: | Chen Chieh-yu |
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41
Attachment 4 Underwriter Evaluation Report
Matters related to changes to the plan for the issuance of ordinary shares by the capital injection in 2020
-
Contents of the plan before the change
-
(1) The total amount of funds required for this project: New Taiwan dollars 630,000,000.
-
(2) Source of funds for this project
-
(1) Cash capital injection issued 10,000,000 new shares, each with a denomination of NT$ 10/per share, the issue price per share was NT$48.70, and the raised funds were NT$487,000,000.
-
(2) The remaining NT$143,000,000 will be paid with its own funds or bank loans.
-
-
(3) Projects and application progress
(Expressed in thousands of New Taiwan Dollars)
| (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | (Expressed in thousands of New Taiwan Dollars) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Project Estimated Completion Date Purchase Machinery and Equipment 2023 Q2 Tota |
Estimated Completion Date |
~~T~~otal fund required |
Scheduled fund utilizationprogress | ||||||||||
| 2020 | 2021 | 2022 | 2023 | ||||||||||
| Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||
| 2023 Q2 |
630,000 | 50,000 | 121,000 | 59,000 | 50,000 | 50,000 | 50,000 | 130,000 | 20,000 | - | 50,000 | 50,000 | |
| 630,000 | 50,000 | 121,000 | 59,000 | 50,000 | 50,000 | 50,000 | 130,000 | 20,000 | - | 50,000 | 50,000 |
(4) Expected possible gains and benefits
This project is used for the second TMAH recycling plant. In addition to increasing the original production capacity, the planning and design of the new plant can be adapted to the specifications of the advanced semiconductor manufacturing process, which will help the Company’s semiconductor industry market expansion. The expected benefits are as follows:
(Expressed in thousands of New Taiwan Dollars)
| Year | Product | Production Capacity(MT) |
Sales Quantity(MT) |
Sales Income | Gross Profit | Net Profit |
|---|---|---|---|---|---|---|
| 2022 | 25%Developer | 3,000 | 3,000 | 150,000 | 17,250 | 1,650 |
| CleaningIncome | - | - | 14,400 | 2,400 | ||
| 2023 | 25%Developer | 3,000 | 3,000 | 150,000 | 43,456 | 94,950 |
| 2.38%Developer | 30,000 | 30,000 | 360,000 | 110,294 | ||
| CleaningIncome | - | - | 14,400 | 2,400 | ||
| 2024 | 25%Developer | 4,000 | 4,000 | 200,000 | 74,903 | 158,350 |
| 2.38%Developer | 40,000 | 40,000 | 480,000 | 162,647 | ||
| CleaningIncome | - | - | 14,400 | 2,400 | ||
| 2025 | 25%Developer | 2,000 | 2,000 | 100,000 | 41,264 | 213,050 |
| 2.38%Developer | 60,000 | 60,000 | 660,000 | 260,586 | ||
| Cleaning Income | - | - | 14,400 | 2,400 |
-
Contents of the plan after the change
-
(1) The total amount of funds required for this project: NT$500,000,000.
-
(2) Source of funds for this project:
-
(1) Cash capital injection issued 10,000,000 new shares, each with a denomination of NT$ 10 per share, the issue price per share was NT$48.70, and the raised funds were NT$487,000,000.
-
(2) The remaining NT$13,000,000 will be paid out of its own funds.
-
(3) The planned project, the progress of the application and the expected benefits
-
42
(Expressed in thousands of New Taiwan Dollars)
| (Expressed in thousands of New Taiwan Dollars) | |||
|---|---|---|---|
| Project | Estimated Complation Date |
Total fund required | Scheduled fund utilizationprogress |
| 2021 | |||
| Q1 | |||
| Repayments bank loans | 2021 Q1 | 500,000 | 500,000 |
| Total | 500,000 | 500,000 | |
| Expected gains and benefits | The total amount of NT$ 500,000,000 in this project is used to repay bank loans. Based on the estimated repayment amount, period and borrowing interest rate, it is estimated that interest expenses of approximately NT$3,555,000 will be reduced in 2021. Since 2021, interest will be saved every year amountingto NT$ 4,371,000. |
-
The feasibility of the plan after the change and the reasonableness of the estimated progress After the company changed its 2020 cash capital injection plan in February 2021, it immediately repaid bank borrowings in the first quarter of 2021 in order to reduce the burden of the Company’s interest expenses, strengthen short-term debt solvency, improve financial structure, Reduce the degree of dependence on bank loans to increase the flexibility of flexible capital deployment. The Company’s original borrowings were used for operational turnover, and short-term borrowings were borrowed from financial institutions. After reviewing the Company’s expected repayment of bank borrowings, the loan contract, financing allocation and the Company’s bank borrowing details, the Company’s expected repayment The loan does exist, and the content of the contract does not stipulate that it cannot be repaid in advance or other special restrictions. Therefore, after the completion of this change, the bank loan will be fully repaid in accordance with the fund use plan. Accordingly, the company changed the use of funds The plan is to be used to repay bank borrowings and should be reasonable and feasible.
-
The reasonableness of expected benefits
-
(1) Moderately reduce financial burden
- After the company changed its 2020 cash capital injection plan in the first quarter of 2021, it immediately repaid bank borrowings in the current quarter. Based on the amount and actual interest rate of the Company’s repayment of bank borrowings, it is estimated that it will save about NT$3,555,000 in 2021. In the future, it is estimated that it will save NT$4,371,000 in interest expenses every year, which will moderately reduce the financial burden of the company, and at the same time improve the solvency and increase the liquidity of funds, which will be very helpful to the Company’s future operations. Therefore, this change The plan to repay bank borrowings is expected to result in the benefit of saving interest expenses, which should be reasonable.
(Expressed in thousands of New Taiwan Dollars) ;天
| Financial Institutions | Interest Rate (%) |
Period of Loan (Note 1) |
Purpose of Loan | Loan Amount |
Repay Amount |
Interest Decrease | Interest Decrease |
|---|---|---|---|---|---|---|---|
| 2012 (Note 2) |
Afterwards each year (Note 3) |
||||||
| First Commercial Bank |
0.93 | 2021/02/24~ 2021/03/05 |
Operating turnover fund |
50,000 | 50,000 | 383 | 465 |
| First Commercial Bank |
0.93 | 2021/01/22~ 2021/03/18 |
Operating turnover fund |
50,000 | 50,000 | 367 | 465 |
| Mega Bank | 0.92 | 2021/01/29~ 2021/03/05 |
Operating turnover fund |
30,000 | 30,000 | 228 | 276 |
| Taiopei Fubon | 0.85 | 2021/01/29~ 2021/03/05 |
Operating turnover fund |
100,000 | 100,000 | 701 | 850 |
| Citibank Taiwan | 0.83 | 2021/02/24~ 2021/03/05 |
Operating turnover fund |
60,000 | 60,000 | 411 | 498 |
| Citibank Taiwan | 0.86 | 2021/01/29~ | Operating | 40,000 | 40,000 | 284 | 344 |
43
(Expressed in thousands of New Taiwan Dollars) ;天
| Financial Institutions | Interest Rate (%) |
Period of Loan (Note 1) |
Purpose of Loan | Loan Amount |
Repay Amount |
Interest Decrease | Interest Decrease |
|---|---|---|---|---|---|---|---|
| 2012 (Note 2) |
Afterwards each year (Note 3) |
||||||
| 2021/03/05 | turnover fund | ||||||
| Bank of Taiwan | 0.89 | 2020/12/30~ 2021/03/24 |
Operating turnover fund |
50,000 | 50,000 | 344 | 445 |
| Cathay Bank | 0.99 | 2020/12/31~ 2021/03/24 |
Operating turnover fund |
20,000 | 20,000 | 153 | 198 |
| China Trust Bank | 0.83 | 2021/01/29~ 2021/03/05 |
Operating turnover fund |
100,000 | 100,000 | 684 | 830 |
| Total | 500,000 | 500,000 | 3,555 | 4,371 |
Note 1: Loan period valid for one year starting from the date of actual payment of loan Note 2: This refers to the extimated amount Note 3: Assuming renewal at maturity
-
(2) Improve financial structure and increase debt solvency
-
After the company changed its 2020 Capital Injection plan in the first quarter of 2021, it will repay bank borrowings in full in the current quarter. After calculating the capital injection to repay bank borrowings, its financial structure will be More sound, the debt-to-asset ratio will be reduced from the current 40.83% to 33.10%, and the long-term funds to the real estate, plant and equipment ratio will be increased from 367.19% to 407.54%. In addition, the current ratio and quick ratio to measure debt solvency will be increased. Will increase from 165.92% and 123.44% to 224.47% and 166.99%, respectively. Therefore, the Company’s plan to repay bank borrowings this time can increase the flexibility of financial scheduling, and avoid the increase in interest expenses caused by borrowing to erode profits; in the long run, it will be beneficial to the Company’s operational development and financial structure and can strengthen the Company’s ability to respond to changes in the external environment. Therefore, the fundraising plan is changed to be used to repay bank loans. It is expected that the benefits of strengthening the financial structure and improving the solvency should be reasonable.
| reasonable. | |||
|---|---|---|---|
| nit: % | |||
| Item/Year | Before Plane Change (January31,2021) |
After plan change (Note) |
|
| Financial Structure | Debt to assets ratio | 40.83 | 33.10 |
| The ratio of long-term funds to real estate, plant and equipment |
367.19 | 407.54 |
|
| Solvency | Current ratio | 165.92 | 224.47 |
| Quick ratio | 123.44 | 166.99 |
Note : Based on the Company’s self-settled individual financial statements as of the end of January in 2021, the calculation is set to repay bank loans of NT$500,000,000 immediately after the plan changes.
5. The impact of this change on shareholders’ equity
The change of the Company’s plan this time is mainly due to changes in the global economic environment due to the impact of the new crown pneumonia epidemic and the uncertain factors of the economic prosperity in the future. This situation is due to changes in objective factors such as market industry changes, and the company is considering effective use of funds, so the original fund use plan is changed to repay bank loans, which will effectively use funds, save short-term bank financing interest expenses, reduce financial burdens, and help reduce the negative impact of interest rate fluctuations and reduce the impact on financial institutions. The proportion of borrowings and the improvement of the Company’s financial structure are in line with the long-term and stable operation principle. Therefore, this change will not have an adverse effect on shareholders’ equity.
44
Attachment 5
San Fu Chemical Co., Ltd.
Comparative Table for the Current and Amended Rules of Procedure for Board of Directors’ Meeting
| Directors’ Meeting | |||
|---|---|---|---|
| Amended articles | Current articles | Explanation | |
| Article 3 The Board of Directors of the company shall meet at least once every quarter. The convening of the Board of Directors shall specify the reason for convening and notify the directors seven days in advance. But when there is an emergency, you can call it at any time. Items 3~4 Omitted |
Article 3 The Board of Directors of the company shall meet at least once every quarter. The convening of the Board of Directors shall specify the reason for convening and notify the directors andsupervisorsseven days in advance. But when there is an emergency, you can call it at any time. Items 3~4 Omitted |
In line with the establishment of the audit committee, delete the original part of the provisions. |
|
| Article 11 In convening the Board of Directors the company should notify the personnel of the relevant departments or subsidiaries to attend, depending on the content of the proposal. When necessary, accountants, lawyers or other professionals may also be invited to attend the meeting and give explanations. However, they should leave the meeting during discussions and voting. Item 3 Deleted |
In convening the Board of Directors the company should notify the personnel of the relevant departments or subsidiaries to attend, depending on the content of the proposal. When necessary, accountants, lawyers or other professionals may also be invited to attend the meeting and give explanations. However, they should leave the meeting during discussions and voting. Supervisors may participate in the discussion of proposals when they are present at the Board of Directors to state their opinions, but they have no right to vote on matters that are exclusive to the Board of Directors. |
In accordance with regulations, delete the relevant deliberation powers of the relevant supervisors. |
|
| Article 17 The proceedings of the Board of Directors shall be recorded in minutes, which shall record the following items in detail: Provisions 1~6 Omitted 7. Matters for discussion: the resolution methods and results of each proposal, the summary of the statements of directors, supervisors, experts and other personnel, the names of the directors involved in the interest in accordance with the first |
Article 17 The proceedings of the Board of Directors shall be recorded in minutes, which shall record the following items in detail: Provisions 1~6 Omitted 7. Matters for discussion: the resolution methods and results of each proposal, the summary of the statements of directors, supervisors, experts and other personnel, the names of the directors involved in the interest in accordance with the first |
In line with the establishment of the audit committee, the original supervisory provisions were deleted. |
45
| paragraph of the preceding article, the explanation of the important content of the interest, and the avoidance or reasons for non-avoidance, circumstances for avoidance, objections or reservations with records or written declarations and written opinions issued by independent directors in accordance with Article 7, Paragraph 2. Provisions 8~9 Omitted Items 2~3 Omitted The minutes of the proceedings must be signed or stamped by the Chairman and recorders of the meeting, distributed to the directors within 20 days after the meeting, and should be included in the Company’s important files, and be kept properly and permanently during the Company’s existence. Item5 Omitted |
paragraph of the preceding article, the explanation of the important content of the interest, and the avoidance or reasons for non-avoidance, circumstances for avoidance, objections or reservations with records or written declarations and written opinions issued by independent directors in accordance with Article 7, Paragraph 2. Provisions 8~9 Omitted Items 2~3 Omitted The minutes of the proceedings must be signed or stamped by the Chairman and recorders of the meeting, distributed to the directors andsupervisorswithin 20 days after the meeting, and should be included in the Company’s important files, and be kept properly and permanently during the Company’s existence. Item 5 Omitted |
|||
|---|---|---|---|---|
| Article 19 The formulation and amendment of these rules of procedure shall be approved by the Board of Directors and submitted to the shareholders meeting. After the resolution of this amendment, it will be implemented after the 2021 general meeting of shareholders. |
Article 19 The formulation and amendment of these rules of procedure shall be approved by the Board of Directors and submitted to the shareholders meeting. |
In line with the establishment of the Audit Committee, the supervisor shall apply the suspension period by adding the effective date of the second proviso. |
||
Article 20 These rules of procedure are formulated on 10 March 2011. …………………………… Amended for the third time on May 5,2020. The fourth amendment was made on May 5, 2021. |
Article 20 These rules of procedure are formulated on 10 March 2011. …………………………… Amended for the third time on May 5,2020. …………………………… |
Record amendment date |
46
Attachment 6
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Operational Procedure and Conduct Guide of Integrity Operation
| Amended provisions | Currentprovisions | Explanations | |
|---|---|---|---|
| Article 2 Applicable objects The personnel of the company mentioned in this operating procedure and code of conduct refer to the directors, managers, employees, assignees and persons with substantial control ability of the company and group companies and organizations. Item 2Omitted |
Article 2 Applicable objects The personnel of the company mentioned in this operating procedure and code of conduct refer to the directors, supervisors,managers, employees, assignees and persons with substantial control ability of the company and group companies and organizations. Item 2Omitted |
In line with the setting up of the audit committee, delete the original provision on supervisor. |
|
| Article 11 Board of Directors’ Obligations and Avoidance of Interests The directors, managers and other interested parties attending or attending as observers to the Board of Directors of the company who have an interest in matters of the Board of Directors, themselves or the legal person they represent, shall explain the important content of their interest in the current Board of Directors, such as when it is harmful to the interests of the company, they shall not participate in the discussion and voting, and shall be avoided during the discussion and voting, and shall not act for other directors to exercise their voting rights. Directors should also be self-disciplined and must not provide reciprocate support to each other. Items2~4Omitted |
Article 11 Board of Directors’ Obligations and Avoidance of Interests The directors,supervisors, managers and other interested parties attending or attending as observers to the Board of Directors of the company who have an interest in matters of the Board of Directors, themselves or the legal person they represent, shall explain the important content of their interest in the current Board of Directors, such as when it is harmful to the interests of the company, they shall not participate in the discussion and voting, and shall be avoided during the discussion and voting, and shall not act for other directors to exercise their voting rights. Directors should also be self-disciplined and must not provide reciprocate support to each other. Items2~4Omitted |
In line with the setting up of the audit committee, delete the original provision on supervisor. |
|
| Article 21 Handling of company personnel involving dishonest acts Items 1~2: Omitted The relevantpersonnel of the |
Article 21 Handling of company personnel involving dishonest acts Items 1~2: Omitted The relevantpersonnel of the |
In line with the setting up of the audit committee, delete the original provision on supervisor. |
47
| company handling the report shall make a written statement that the identity of the reporter and the content of the report shall be kept confidential, and the company promises to protect the reporter from being improperly handled due to the report. The Company’s dedicated unit shall handle the whistleblowing in accordance with the following procedures: 1. If the complaint involves ordinary staff, it shall be reported to the head of department. If the complaint involves a director or a senior manager, it shall be reported to an independent director. Provisions 2-6 of this item Omitted |
company handling the report shall make a written statement that the identity of the reporter and the content of the report shall be kept confidential, and the company promises to protect the reporter from being improperly handled due to the report. The Company’s dedicated unit shall handle the whistleblowing in accordance with the following procedures: 1. If the complaint involves ordinary staff, it shall be reported to the head of department. If the complaint involves a director or a senior manager, it shall be reported to an independent director or supervisor.Provisions 2-6 of thisitemOmitted |
|||
|---|---|---|---|---|
| Article 24 Implementation This operating procedure and code of conduct will be implemented after the resolution of the Board of Directors, and should be sent to the members of theaudit committeeand reported to the shareholders meeting; the same applies for amendments. Item 2 Omitted After the resolution of this amendment, it will be implemented after the report of the 2021 general shareholders' meeting. |
Article 24 Implementation The operating procedures and code of conduct are implemented by the resolution of the Board of Directors, and should be sent to the supervisors and reported to the shareholders meeting; the same applies to amendments. Item 2 Omitted |
1. In line with the establishment of the audit committee, some provisions are amended. 2. The provisions of the supervisor shall apply for the period of suspension by adding the effective date of the third proviso. |
||
Article 25 Supplementary Provisions This procedure is formulated on May 13, 2013. The first amendment was made on May 11, 2015. The second amendment was on May 5, 2020. The third amendment was on May5th,2021. |
Article 25 Supplementary Provisions This procedure was formulated on May 13, 2013. The first amendment was made on May 11, 2015. The second amendment was on May 5, 2020. |
Record the amendment date. |
48
Attachment 7
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Code of Ethical Conduct
| Amended provisions | Currentprovisions | Explanation |
|---|---|---|
| Article 2 Applicable objects This standard applies to "company personnel", including the Company’s directors, and managers (including president, vice president, assistant vice president, heads of various departments, and other persons who have the right to manage the Company’s affairs and the right to sign)and otherstaff. |
Article 2 Applicable objects This standard applies to "company personnel", including the Company’s directors, supervisors and managers (including president, vice president, assistant vice president, heads of various departments, and other persons who have the right to manage the Company’s affairs and theright to sign)and otherstaff. |
In line with the establishment of the audit committee, delete the original provisions on supervisors |
| Article 3 Standards of Ethical Behavior 1. Prevent conflicts of interest 2. …………………… When the Company’s personnel learn that the company and the aforementioned personnel or their affiliated companies (including related companies) have fund loans or provide guarantees, major asset transactions, and major purchases (sales) of goods, the Company’s personnel should take the initiative to explain to the company whether it has a potential conflict of interest with the company, it will be handled by the superior supervisor in accordance with the Company’s approval authority form. However, if he is a company director, or manager of the company, an explanation should be made to the Board of Directors. 2. Avoid opportunity of seeking self-interest …………………… Items 3~4 Omitted Items 1, 5:Proper protection and use of company assets The directors and managersof the company are responsible for protecting the Company’s assets and ensuring that they can be used effectively and legally in official duties to avoid theft, negligence or waste. |
Article 3 Standards of Ethical Behavior 1. Prevent conflicts of interest 2. …………………… When the Company’s personnel learn that the company and the aforementioned personnel or their affiliated companies (including related companies) have fund loans or provide guarantees, major asset transactions, and major purchases (sales) of goods, the Company’s personnel should take the initiative to explain to the company whether it has a potential conflict of interest with the company, it will be handled by the superior supervisor in accordance with the Company’s approval authority form. However, if he is a company director, supervisor or manager of the company, an explanation should be made to the Board of Directors. 2. Avoid seeking self-interest ………………… Items 3~4 Omitted Items 1, 5: 1.All are responsible for protecting company assets and ensuring that they can be used effectively and legally in official duties to avoid theft, negligence or waste. Items 2, 6: Omitted 7. Encourage reporting of any illegal or ethical conduct The companyshould |
In line with the establishment of the audit committee, delete some of the original provisions on supervisor, and amend them in accordance with the regulations and make adjustments to the text as appropriate. |
49
| 6. Omitted 7. Encourage reporting of any illegal or ethical conduct The company should strengthen the promotion of ethical concepts, and encourage the Company’s personnel to report to independent directors, managers, internal audit supervisors or other appropriate personnel when they suspect or discover violations of laws and regulations or the code of ethical conduct, and provide relevant information for the company so that latter can deal with it in time.………………… 8. Disciplinary Action and relief …………………… where a company director or manager violates the code of Ethical Conduct, the company shall deal with the matter in accordance with the relevant internal regulations of the company, the date of violation, the reason for violation, the violation of the code of conduct and the handling of the violation were immediately disclosed to the Public Information Observatory. ………………… |
strengthen the promotion of ethical concepts, and encourage the Company’s personnel to report to supervisors, managers, internal audit supervisors or other appropriate personnel when they suspect or discover violations of laws and regulations or the code of ethical conduct, and provide relevant information for the company so that latter can deal with it in time.………………… 8. Disciplinary Action and relief …………………… where a director,supervisor or manager violates the code of Ethical Conduct, the company shall deal with the matter in accordance with the relevant internal regulations of the company, the date of violation, the reason for violation, the violation of the code of conduct and the handling of the violation were immediately disclosed to the Public Information Observatory. ………………… |
||
|---|---|---|---|
| Article 4 Procedures for the application of exemption If directors, or managers need to be exempted from compliance with this Code, they shall do so after the resolution of the Board of Directors is passed. ………………… |
Article 4 Procedures for the application of exemption If directors,supervisors or managers need to be exempted from compliance with this Code, they shall do so after the resolution of the Board of Directors is passed. ………………… |
Delete original provisions on supervisors. |
|
| Article 6 Implementation This operating procedure will be implemented after the resolution of the Board of Directors is passed,and sent to the members of the audit committeeand reported to the shareholders meeting. The same applies for amendments. |
Article 6 Implementation This operating procedure will be implemented after the resolution of the Board of Directors is passed, and then sent to the supervisorand reported to the shareholders meeting, and the same is true for amendments. |
The provisions shall be amended in line with the establishment of the Audit Committee. The effective |
50
| After the resolution of this amendment, it will be implemented after the report of the 2021 general shareholders'meeting. |
date of the second proviso shall be added to the buffer period during which the provisions of the supervisor cease to apply. |
||
|---|---|---|---|
| Article 7 Supplementary Provisions This procedure was formulated on August 22, 2012. The first amendment was made on May 11, 2015.The second amendment was on May 5, 2021. |
Article 7 Supplementary Provisions This procedure was formulated on August 22, 2012. The first amendment was made on May 11, 2015. |
Record the amendm ent date. |
51
Attachment 8
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Articles of Association
| Amendedprovisions | Currentprovisions | Explanations | |
|---|---|---|---|
| Article 18 The company shall have five to nine directors (including three independent directors). The shareholders’ meeting shall select and appoint the candidates from the list of directors. The term of office of the directors shall be three years and they shall be re-elected. The total shareholding of all directors of the company shall be in accordance with the provisions of the Securities Regulatory Authority. The company may, during the term of office of the directors, buy liability insurance for the directors in respect of the need for compensation as required by law pertinent to the scope of their business. |
Article 18 The company shall have five to nine directors and two tothree supervisors.The shareholders’ meeting shall select and appoint the directors and supervisors from the list of candidates. The term of office of the directors andsupervisorsshall be three years and may be re-elected. The total shareholding of all directors andsupervisors of the company shall be in accordance with the provisions of the Securities Regulatory Authority. The company may, during the term of office of its directors andsupervisors,buy liability insurance for them as required by law in respect of the liabilities arising from the scope of their business. |
In line with the establishment of the Audit Committee, delete the original provisions on supervisors, and made adjustments to the text. |
|
| Article 19 The number of independent directors shall not be less than three and not less than one-fifth of the number of directors in Article 18 of the company. The professional qualifications, shareholding, restrictions on concurrent appointment, nomination, methods of selection and other matters to be followed by independent directors shall be handled in accordance with the relevant provisions of the Securities Regulatory Authority. |
Article 19 Among the number of directors in Article 18 of the company, the number of independent directors shall not be less than two, and shall not be less than one-fifth of the number of directors. The professional qualifications, shareholding, concurrent appointment restrictions, nomination, selection methods and other matters to be followed for independent directors shall be handled in accordance with the relevant regulations of the securities authority. |
Amended as required. | |
| Article 19-1 The company may set up functional committees under the Board of Directors, and the establishment and powers of relevant committees shall be carried out in accordance with the methods set by the competent authority. |
Newly added provisions | In line with the establishment of the Audit Committee |
52
| Article 19-2 The company shall set up an audit committee in accordance with the provisions of Article 14-4 of the Securities Exchange Act, which shall be composed of all independent directors. The Audit Committee or its members shall be responsible for the enforcement of the functions and powers of the supervisors as provided for in the company law, the Securities Exchange Act and other decrees. |
Newly added provisions | In line with the establishment of the Audit Committee |
||
|---|---|---|---|---|
| Article 22 The convening of the Board of Directors shall specify the reasons and notify the directors and supervisors seven days in advance. But in case of emergency, you can call it at any time. |
Article 22 The convening of the Board of Directors shall specify the reasons and notify the directors and supervisors seven days in advance. But in case of emergency, you can call it at any time. |
Delete the original provisions on supervisor. |
||
| Deleted | Article 24 In addition to exercising their powers alone in accordance with the law, supervisors may also sit on the Board of Directors to present their opinions, but may not vote. |
The current provisions concerning the powers of supervisors are deleted. |
||
| Article 25 The remuneration of the Chairman and directors shall be determined in accordance with the extent of their participation in the operation of the company and the value of their contribution, and in consideration of the usual standards of the industry to authorize the Board of Directors to determine. |
Article 25 The remuneration of the Chairman, directors and supervisors shall be determined in accordance with the extent of their participation in the operation of the company and the value of their contribution, and with reference to the usual standards of the industry to authorize the Board of Directorsto determine. |
Delete the original provisions on supervisor. |
||
| Article 27 The Company’s fiscal year adopts calendar year system. At the end of each fiscal year, the Board of Directors shall prepare the following reports, which shall be submitted to the general shareholders meeting for approval after being submitted to the audit committee 30 days before the general shareholders meeting. |
Article 27 Our company adopts calendar year system for accounting year. At the end of each fiscal year, the Board of Directors shall produce the following statements, which shall be submitted to the supervisors for verification 30 days before the general meeting of shareholders and shall be submitted to the general meeting ofshareholdersfor approval. |
The original provisions on supervisors were amended to the audit committee. |
53
| Article 28 If the company makes a profit during the year (the so-called profit refers to the pre-tax profit after deducting the distribution of employee compensation and directors' compensation), it should be appropriated 1. Employees' remuneration is 1% to 3%. 2. Directors' remuneration shall not exceed 3%. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the compensation amount in advance. The employee remuneration mentioned in the preceding paragraph can be paid in stock or cash, and the payment objects may include employees of the controlling or subordinate company that meet the conditions set by the Board of Directors. The remuneration of the directors in the preceding paragraph can only be paid in cash. The first two items shall be implemented by the resolution of the Board of Directors and reported to the shareholders meeting. |
Article 28 If the company makes a profit during the year (the so-called profit refers to the profit before tax after deducting the distribution of employee compensation and directors and supervisors' compensation), it should appropriate 1. Employees' remuneration is 1% to 3%. 2. The remuneration of directors and supervisors shall not exceed 3%. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the compensation amount in advance. The employee remuneration mentioned in the preceding paragraph can be paid in stock or cash, and the payment objects may include employees of the controlling or subordinate company that meet the conditions set by the Board of Directors. The remuneration of directors and supervisors in the preceding paragraph can only be paid in cash. The first two items shall be implemented by the resolution of the Board of Directors and reported to the shareholders meeting. |
Delete the original provisions on supervisor. |
|
|---|---|---|---|
| Article 31 This Article of Association was formulated on February 27, 2003. .............. The eleventh amendment took place on June 29, 2016. The twelfth amendment was made on June 13, 2019. The thirteenth amendment was on June 16, 2021. |
Article 31 This Article of Association was formulated on February 27, 2003. .............. The eleventh amendment took place on June 29, 2016. The twelfth amendment was made on June 13, 2019. |
Recorded the amendment date. |
54
Attachment 9
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Operational Procedures for Acquisition and Disposal of Assets
| Amended provisions | Currentprovisions | Explanations | |
|---|---|---|---|
| Article 6 The acquisition or disposal of assets by the company in accordance with this processing procedureshall first be approved by the audit committee,and then approved by the Board of Directors, and submitted to the shareholders meeting for approval, and the same applies for amendments. If a director expresses an objection and has a record or a written statement, the company shall also send the information of the director's objection tothe audit committee. Item 2 Omitted The establishment of an audit committee by the company in accordance with the provisions of this law, and formulating or amending the procedures for obtaining or disposing of assets shall be approved by more than half of all members of the audit committee and a resolution of the Board of Directors shall be submitted. Items 4-5 Omitted |
Article 6 The company acquires or disposes of assets, in accordance with this processing procedure, and after the Board of Directors has approved it, send it to thesupervisorsand submit it to the shareholders' meeting for approval, and the same applies for amendments. If a director expresses an objection and has a record or written statement, the company shall also send the information of the director's objection to the supervisors. Item 2 Omitted If an audit committee has been set up in accordance with the provisions of this law, to formulate or amend the procedures for acquiring or disposing of assets shall be approved by more than half of all members of the audit committee, and a resolution of the Board of Directors shall be submitted. Items 4-5 Omitted |
In line with the setup of the audit committee, delete the original provisions on supervisors and amend it according to the regulations. |
|
| Article 9 Evaluation and operating procedures for acquiring or disposing of assets from related parties Item 1 Omitted 1. To acquire or dispose of assets from related parties, the following materials shall besubmitted to the audit committee and the Board of Directors for approval before the transaction contract and payment can be signed: (Sections 1~7) Omitted The calculation of the aforesaid transaction amount shall be done in accordance with the provisions |
Article 9 Evaluation and operating procedures for acquiring or disposing of assets from related parties Item 1 Omitted 1. To obtain or dispose of assets from related parties, the following materials shall be submitted to the Board of Directors for approval and recognized by thesupervisor before signing the transaction contract and making payment: (Sections 1~7) Omitted The calculation of the aforesaid transaction amount shall be done in accordance with the provisions of |
In line with the establishment of the Audit Committee, the provisions of the original provisions on supervisors were amended as the Audit Committee. |
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of Article 14 Paragraph 1, and the Article 14 Paragraph 1, and the said said one year is based on the day one year is based on the day when when the transaction fact occurs, the transaction fact occurs, retrospectively calculated one retrospectively calculated one year year in the past. For the portion in the past. For the portion already already submitted to the Audit submitted to the Board of Directors Committee and Board of and supervisors for approval Directors according to this according to this processing processing procedure shall be procedure shall be exempted from exempted from calculation. calculation. ……………………… ……………………… Article 12 Evaluation and Article 12 Evaluation and operating 1. In line with the operating procedures procedures for establishment of for acquiring or acquiring or disposing the Audit disposing of of derivative Committee, the derivative commodities original commodities 1. Transaction principles and provisions on 1. Transaction principles and policies Supervisors shall policies (Sections 1~2) Omitted be amended to (Sections 1~2 ) Omitted (3) Division of powers and the Audit (3) Division of powers and responsibilities Committee and responsibilities made corrections ……………… ……………… to the wordings.
……………… ……………… When the company acquires If the company acquires or or disposes of assets, it shall disposes of assets in be approved by the Board accordance with the of Directors in accordance prescribed processing with the prescribed procedures or other legal processing procedures or provisions, it shall be other legal provisions. If approved by the Board of any director expresses an Directors. If any director objection and has a record expresses an objection and or written statement, the has a record or a written company shall also send the statement, the company shall information of the director's also send the directors objection to the audit objection information to the committee. supervisors. In addition, if The company has set up the company has established independent directors. independent directors, when When submitting submitting the acquisition or transactions to acquire or disposal of assets to the dispose of assets to the Board of Directors for Board of Directors for discussion, the opinions of discussion in accordance the independent directors with regulations, the shall be fully considered, and opinions of each the opinions and reasons of independent director shall their agreement or opposition be fully considered, and shall be included in the their opinions and reasons minutes of the meeting. for agreement or opposition
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| shall be included in the minutes of the meeting. (Sections 4~6) Omitted 2. Risk management measures Omitted ……………… 3. Internal audit system ……………… (1) The internal auditors should regularly understand the adequacy of the internal control of derivative commodity transactions, and check the compliance of the transaction department to this processing procedure on a monthly basis, analyze the transaction cycle, and make an audit report. If a major violation is found, it should be written in writing and notify the audit committee. Delete section 2 of these provisions Delete section 3 of this provision (2) Omitted 4~6 Omitted |
(Provisions 4~6) Omitted 2. Risk management measures Omitted ……………… 3. Internal audit system ……………… (1) the internal auditors shall periodically check the adequacy of the internal controls over the trading of derivative commodities, check the compliance of the trading department with this procedure on a monthly basis and analyze the trading cycle, and make audit reports, if significant irregularities are found, the supervisors shall be notified in writing. If an independent director has been appointed in accordance with the provisions of this law, he shall, in accordance with the preceding paragraph, inform the supervisors of the matter, and shall, in writing, inform the independent director together. Where an audit committee has been established in accordance with the provisions of this law, the second provision on supervisors shall be applicable to the Audit Committee. (2) Omitted 4~6 Omitted |
2. In line with the setup of the Audit Committee, delete sections 2~3 of this provision |
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|---|---|---|---|
| Article 18 Implementation This processing procedure should be approved by the Audit Committee first, and then approved by the Board of Directors, and then submitted to the shareholders meeting for approval. The same applies for amendments. |
Article 18 Implementation After this procedure is approved by the Board of Directors, it will be sent to the supervisors and reported to the shareholders'meeting for approval, and the same applies for amendments. If a director expresses an objection and has a record or written statement, the company shall also send the information of the director objection to the supervisors. When the preceding paragraph is submitted to the Board of Directors for discussion, the opinions of |
1. In line with the setup of the Audit Committee, the original provision on supervisors should be amended to the Audit Committee. 2.The latter section of paragraph 1 of the current provision and paragraph 2 have clearly stipulated |
57
| independent directors shall be fully considered. If independent directors have objections or reservations, they shall be stated in the minutes of the Board of Directors. |
as required, please delete it. |
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|---|---|---|---|---|
| 1. Article 19 Supplementary Provisions This procedure was formulated on April 18, 2011. …………………………… The fourth amendment was made on June 13, 2019. The fifth amendment was made on June 16, 2021. |
1. Article 19 Supplementary Provisions This procedure was formulated on April 18, 2011. …………………………… The fourth amendment was made on June 13, 2019. |
Recorded the amendment date |
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Attachment 10
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Rules of Procedure for Election of Directors and Supervisors
| Amendedprovisions | Currentprovisions | Explanation | ||
|---|---|---|---|---|
| The Company’s "Director Election Procedure" |
The Company’s "Director and Supervisor Election Procedure" |
According to the Financial Supervisory Commission issued the JGZ Fz No. 10703452331 Order, all listed and OTC companies should set up an audit committee to replace the supervisor when the term of the current directors and supervisors expires. |
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| Article 1 For the fair, just and open election of directors, this procedure has been formulated in accordance with Articles 21 and 41 of the "Code of Practice for Corporate Governance for Listed and OTC Companies". |
Article 1 For the fair, just, and open selection of directors and supervisors, this procedure is formulated in accordance with Articles 21 and 41 of the "Code of Practice for Corporate Governance for Listed and OTC Companies". |
Delete the original provisions on supervisors |
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| Article 2 The election of directors of the company shall be conducted in accordance with this procedure unless otherwise provided for in the statutes or articles of association. |
Article 2 The election of directors and supervisors of the company shall be handled in accordance with this procedure, unless otherwise provided by laws or articles of association. |
Delete the original provisions on supervisors |
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| Article 4 Delete this article |
Article 4 The Company’s supervisors should meet the following conditions: 1. Honesty and down-to-earth. 2. Fair judgment. 3. Professional knowledge. 4. Rich experience. 5. Ability to read financial statements. In addition to the requirements of the preceding paragraph, the Company’s supervisors must have at least one of the supervisors who must be an accounting or financial professional. The establishment of supervisors should refer to the independence of independent directors of public offering companies and the regulations on |
1. Amended according to JGZFZ No. 10703452331 order. In line with setup of the Audit Committee, the current article on supervisors has been stipulated, please delete it. |
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| independence to be followed. Appropriate supervisors should be selected to strengthen the Company’s risk management and financial and operational control. Supervisors or supervisors and directors should have at least one seat, and they must not have a spouse or relative relationship within the second degree of kinship. The supervisor shall not concurrently serve as a director, manager or other staff of the company, and at least one of the supervisors must have a residence in the country in order to perform the supervisory function immediately. |
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|---|---|---|---|---|
| Article 4 Omitted | Article 5 Omitted | Change the numbers in line with deletion of article 4. |
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| Article 5 The election of the Company’s directors shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192 of the Company Law. Item 2 Omitted If the number of independent directors is not sufficient as stipulated in the proviso of Article 14-2 of the Securities Exchange Act, the by-election shall be held at the latest shareholders meeting; when independent directors are dismissed, the shareholders shall be convened within 60 days from the date of occurrence of the facts. A by-election will be made temporarily. |
Article 6 The election of directors and supervisors of the company shall be carried out in accordance with the procedures of the candidate nomination system stipulated in Article 192 of the Company Law, which is to review the qualifications, academic background and background of candidates for directors and supervisors. Whether there are any matters listed in Article 30 of the Company Law, other qualification documents shall not be added arbitrarily, and the results of the review shall be provided to shareholders for reference in order to select suitable directors and supervisors. Item 2 Omitted Where the number of independent directors is less than the first proviso of Article 14-2 of the Securities Exchange Act, the relevant provisions of the listing review criteria of the Taiwan Stock Exchange, or provision 8 of the “specific identification criteria for the securities review criteria of article10,item 1, of thereview |
1. In line with the establishment of the audit committee, delete the original article on supervisors’ provisions and delete item 4. 2. Amend item 1 in line with the procedure for simplifying the nomination of directors in accordance with Article 192-1 of the company law. 3.In line with GZFZ No.107034533letter, it is comprehensively required the listed and OTC companies to set up independent directors, please adjust item 3. 4. Change of article no. |
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| criteria for the sale and purchase of securities by the securities office of the GreTai Securities Market, the shareholders ad hoc meeting by-election shall be held within 60 days from the date of the fact when the independent directors are removed from office. If the supervisor is dismissed for some reason, and the number of supervisors is insufficient as stipulated in the Company’s articles of association, it is advisable to conduct by-election at the latest shareholders meeting. However, when all supervisors are dismissed, a by-election shall be held within 60 days from the date of the occurrence of the fact. |
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|---|---|---|---|---|
occurrence of the |
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| Article 6 The election of the directors of the company shall adopt the cumulative voting system, and each share shall have the same voting rights as the number of directors to be elected. One person may be elected collectively or distributed for election of multiple persons. |
Article 7 The directors andsupervisors of the company shall be elected on a cumulative voting system. One person may be elected collectively or distributed for election of multiple persons. |
Delete the original article on supervisors and change the number of article. |
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| Article 7 The Board of Directors shall prepare and fill in the same number of ballot papers as the number of directors to be elected, also fill out the weighted numbers, distribute to the shareholders present at the shareholders meeting, and the names of the electors may be printed on the ballot papers with the attendance card number. |
Article 8 The Board of Directors shall prepare and fill in the same number of ballot papers as the number of directors and supervisorsto be elected, fill out the weighted numbers, distribute to the shareholders present at the shareholders meeting, and the names of the electors may be printed on the ballot papers with the attendance card number. |
Delete the original article on supervisors and change the number of article. |
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| Article 8 In accordance with the quota set by the Articles of association, the directors of the company shall be elected as independent directors and non-independent directors respectively, in the case of two or more persons having the same number of weights but exceeding the prescribed quota, lot drawing shallbe conductedfordirectors |
Article 9 The Directors andsupervisorsof the company shall, in accordance with the quota set by the articles of association, calculate the voting rights of the independent directors and the non-independent directors respectively, in the case of two or more persons having the same number of weights but exceeding the prescribed quota,thelot |
Delete the original article on supervisors and change the number of article. |
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| with the same number of weights, and the Chairman shall draw lots for those who are not present. |
drawing shall be conducted for those with the same number of weights, and the Chairman shall draw lots for those who are not present. |
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|---|---|---|---|---|
| Article 9Omitted | Article 10 Omitted | Change of article no. | ||
| Delete this article | Article 11 If the elected is a shareholder, the elector shall specify the name and the account number of the elected in the column for the elector of the ballot paper. If the elected is not a shareholder, the name and the number of the identity document of the elected shall be specified. However, when a government or a legal person shareholder is the elected, the name of the government or a legal person and the name of its representative shall be entered in the household name column of the elected of the ballot paper, the name of the representative should be added separately. |
Pursuant to Article 192-1 of the Companies Law and the amendment of order JGZJZ No. 1080311451 issued the Financial Supervisory Commission, the election of directors and supervisors of listed and OTC companies shall be subject to a candidate nomination system starting from 2021, and shareholders shall elect such directors from among their candidates, the relevant information of the candidates has been known before the shareholders meeting. Therefore, the information of the shareholders account number is used to identify the candidates. Hence, it is unnecessary, please deleteit. |
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| Article 10 Election ballots are invalid under one of the following circumstances: 1. Ballot prepared by a person with the right to convene shall not be used. 2. Those who drop blank ballots into the ballot box. 3. The handwriting is blurred and unrecognizable or has been altered. 4. The filled-in list of elected persons and director candidates is not consistent witheachother after |
Article 12 In the preceding paragraph, a shareholder may fill in the name, account number and identification file number of the person to be elected, and may stamp instead. Election ballots are invalid under one of the following circumstances: 1. Ballots not prepared by the Board of Directors. 2. Blank ballots dropped into the ballot box. 3. The handwriting is illegible. 4.If the electedisashareholder, |
1. Explanation same as above, amend and delete as required. 2. Change article no. |
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| verification. 5. In addition to filling in the number of voting rights allocated, insert other texts. |
the account name and shareholder account number are not consistent with the shareholder register; if the elected is not a shareholder, the name and identification document number of the elected does not match after verification. 5. In addition to filling in the household name (name) of the elected or the household number of the stockholder (identification document number) and the number of voting rights allocated, if any other words are included. 6. The name of the person to be elected is the same as that of the other shareholders, but the number of the shareholder account number or identity document can be identified. |
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|---|---|---|---|---|
| Article 11 Ballots will be opened on the spot after the voting is completed, and the result of the balloting shall be announced on the spot by the Chairman, including the list of directors elected and their number of votes. Item 2 Omitted |
Article 13 The ballot will be opened on the spot after the voting is completed, and the result of the balloting shall be announced on the spot by the Chairman, including the list of directors and supervisors elected and the number of elected votes. Item 2 Omitted |
Delete the original article on supervisors and change of article no. |
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| Article 12 The Board of Directors of the company shall issue a notice of election to the elected directors. |
Newly added | Newly added as required |
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| Article 13 This procedure is implemented after approval by the shareholders' meeting, and the same applies for amendments. |
Article 14 This procedure is implemented after approval by the shareholders' meeting, and the same applies for amendments. |
Change of article no. | ||
| Article 14 Supplementary Provisions This procedure was formulated on April 18, 2011. The first amendment was made on April 27, 2012. The second amendment was on June 24, 2015. The third amendment took place on June 16, 2021. |
Article 15 Supplementary Provisions This procedure was formulated on April 18, 2011. The first amendment was made on April 27, 2012. The second amendment was on June 24, 2015. |
Change of article no. Recorded the amendment date |
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Attachment 11
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Operational Procedures for loaning of Company Funds
| Amended articles | Current articles | Explanation | ||
|---|---|---|---|---|
| Article 12 Internal Audit The internal auditors of the company shall audit the operating procedures and implementation of fund loans to others at least quarterly, and make written records. If major violations are discovered, they shallnotify the audit committee in writing immediately. |
Article 12 Internal Audit The internal auditors of the company shall audit the operating procedures and implementation of fund loans to others at least quarterly, and make written records. If major violations are discovered, they shall notify the supervisors in writing immediately. |
In line with the setup of the Audit Committee, the original article on supervisor was amended to the Audit Committee. |
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| Article 15 Other matters 1. Omitted 2. The company due to a change in circumstances, resulting in loans and balances beyond the limit, shall draw up improvement plans, and submit the relevant improvement plans to the audit committee. ……………………… |
Article 15 Other matters 1. Omitted The company due to a change in circumstances, resulting in loans and balances beyond the limit, shall draw up improvement plans, and the relevant improvement plans sent to the supervisors. ……………………… |
In line with the setup of the Audit Committee, the original article on supervisor was amended to the Audit Committee. |
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| 1. Article 17 Implementation 2. This operating procedure shall be approved by the audit committee first, then approved by the Board of Directors, and submitted to the shareholders meeting for approval. If any director expresses an objection and has a record or written statement, the company shall submit its objection to the shareholders meeting. The same applies to amendments. 1. 2. Items2~4Omitted |
1.Article 17 Implementation 2. After this procedure is approved by the Board of Directors, it shall be sent to the supervisors and submitted to the shareholders meeting for approval. If a director expresses an objection and has a record or written statement, the company shall send the objection to each supervisor and report to the shareholders meeting for discussion. The same applies to amendments. 3. Items2~4Omitted |
In line with setup of the Audit Committee, amendment was made as required. 。 |
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| Article 18 Supplementary Provisions 4. This procedure was formulated on April 18, 2011. 5. …………………………… 6. The fifth amendment took place on June 13, 2019. The sixth amendment will be made on June 16, 2021. |
Article 18 Supplementary Provisions 4. This procedure was formulated on April 18, 2011. 5. …………………………… 6. The fifth amendment took place on June 13, 2019. |
Recorded the amendment date |
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Attachment 12
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Operational Procedures for Endorsements and Guarantees
| Amended articles | Current articles | Explanations | ||
|---|---|---|---|---|
| Article 9 The internal auditors of the company shall audit and endorse the operating procedures and their implementation at least quarterly, and make a written record. If a major violation is found, the audit committee shall be notified in writing immediately. |
Article 9 The internal auditors of the company shall audit and endorse the operating procedures and their implementation at least quarterly, and make a written record. If a major violation is found, the supervisorsshall be notified in writingimmediately. |
In line with the setup of the audit committee, the original article on supervisors was amended to the audit committee. |
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| Article 11 Due to changes in circumstances, the Company’s endorsement and guaranty object does not comply with the provisions of these implementation measures or the amount exceeds the limit, it shall formulate an improvement plan, send the relevant improvementplan to the audit committee,and complete the improvement according to the planned schedule. |
Article 11 Due to changes in circumstances, the Company’s endorsement and guaranty object does not comply with the provisions of these implementation measures or the amount exceeds the limit, it shall formulate an improvement plan, send the relevant improvement plan to thesupervisors,and complete the improvement according to the planned schedule. |
In line with the setup of the audit committee, the original article on supervisors was amended to the audit committee. |
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| Deleted | Article 11-1 The company has set up independent directors. In accordance with the provisions of Article 9, all supervisors shall be notified in writing at the same time; in accordance with Article 11, the improvement plans sent to each supervisor shall be sent to the independent directors as well. Where the company has set up an audit committee, the provisions of Articles 9 and 11 concerning supervisors shall be approved by the Audit Committee. |
In line with the setup of the audit committee, the current article is clearly stipulated as required, please delete it. |
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| Article 13 1~3 Omitted 4. The internal auditors of the subsidiary shall also audit at least quarterly the endorsement and guaranty procedure and its implementation, and keep a written record of it. If any material irregularities are found, |
Article 13 1~3 Omitted 4. The internal auditors of the subsidiary shall also audit at least quarterly the endorsement and guaranty procedure and its implementation, and keep a written record of it. If any material irregularities are |
In line with the setup of the audit committee, the original article on supervisors was amended to the audit committee. |
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| they shall immediately notify the Company’s audit unit in writing, the Auditing Unit of the company shall submit written materials to the audit committee. 5. Omitted |
found, they shall immediately notify the Company’s audit unit in writing, the Auditing Unit of the company shall submit written materials to each supervisor. 5. Omitted |
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|---|---|---|---|
| Article 16 This operating procedure should first be approved by the audit committee, and then approved by the Board of Directors, and submitted to the shareholders meeting for approval. If a director expresses an objection and has a record or a written statement, the company shall submit the objection to the shareholders meeting for discussion, and the same applies for amendments. Item 2 Omitted The company establishes an audit committee in accordance with the provisions of this law, and formulates or revises the operating procedures of endorsement and guaranty. It shall be approved by more than half of all members of the audit committee, and submitted to the Board of Directors for resolution. Hence, item 2 does not apply. Items 4~5 Omitted略 |
Article 16 After this operating procedure is approved by the Board of Directors, it will be sent to thesupervisorsand submitted to the shareholders meeting for approval. If a director expresses an objection and has a record or a written statement, the company shall send the objection to thesupervisorsand report to the shareholders meeting for discussion, and the same applies for amendments. Item 2 Omitted Where the company has set up an audit committee, the second provision shall not apply if the company has established or amended an endorsement and guaranty operation procedure, which shall be agreed upon by more than one half of the members of the Audit Committee and submitted to the Board of Directors for resolution. Hence, item 2 does not apply. Items4~5 Omitted |
In line with the setup of the Audit Committee, delete the original article on supervisors and amend as required. |
|
| Article 17 This procedure was formulated for April 18, 2011. …………………………… The third amendment was on June 16, 2020.The fourth amendment will be on June 16, 2021. |
Article 17 This procedure was formulated for April 18, 2011. …………………………… The third amendment was on June 16, 2020. |
Recorded the amendment date |
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Attachment 13
San Fu Chemical Co., Ltd. Comparative Table for the Current and Amended Rules 0f Procedure for Shareholders’ Meeting
Amended article Current article Explanation Article 3 (Announcement of Article 3 (Announcement of In line with the Convening and Meeting of Convening and Meeting of establishment of Shareholders' Meeting) Shareholders' Meeting) the audit Item 1 Omitted committee, delete Thirty days before the general Item 1 Omitted the original shareholders' meeting or 15 days Thirty days before the general provisions on before the ad hoc shareholders' shareholders' meeting or 15 days supervisors.
Thirty days before the general Item 1 Omitted shareholders' meeting or 15 days Thirty days before the general before the ad hoc shareholders' shareholders' meeting or 15 days meeting, the notice of the before the ad hoc shareholders' shareholders' meeting, the power of meeting, the notice of the attorney paper, the approval shareholders' meeting, the power of proposal, the discussion proposal, attorney paper, the approval the election or dismissal of proposal, the discussion proposal, directors, independent directors, the election or dismissal of etc., shall be provided with the directors, supervisors, etc., shall be reasons and explanation materials, provided with the reasons and make an electronic file and send it explanation materials, make an to the Market Observation Post electronic file and send it to the System (MOPS). ……………… Market Observation Post System Item 3 Omitted (MOPS). ……………… Election or dismissal of directors, Item 3 Omitted change of articles of association, The election or dismissal of capital reduction, application for directors, supervisors, changes to suspension of public offerings, the Articles of association, capital directors’ competition permit, reduction, application for capital increase from surplus, suspension of public offering, capital increase from reserves, directors’ competition permit, company dissolution, merger, conversion of surplus to capital division, or any of the first increase, conversion of surplus to paragraphs of Article 185 of the capital increase, dissolution, Company Law. The main content merger, division or division of a of the matter should be listed and company, or matters under item 1 explained in the reason for the of Article 185 of the company law, convening, and shall not be the main content of the calling proposed as an ad hoc motion; the meeting shall be listed and main content may be placed on the explained in the subject matter of website designated by the the call, and shall not be put securities authority or the forward as an interim motion; the company, and its website shall be main content shall be placed on the included in the notice. web site designated by the The reasons for the convening of Securities Regulatory Authority or the shareholders meeting have been the company, and its Web address stated for the full re-election of shall be posted in the notice. The directors and the date of tenure. reasons for convening a After the re-election of the shareholders meeting have set out shareholders meeting is completed, the general election of directors and the same meeting shall not change supervisors, as well as the date of
67
| the date of tenure by ad hoc motion or other means. Items 6~10 Omitted |
taking office. After the shareholders meeting has conducted re-election, no Extraordinary motion or other change shall be made to the date of taking office at the same meeting. Items 6~10 Omitted |
|
|---|---|---|
| Article 6 (preparation of signature books and other documents) Items 1~3 Omitted The company shall deliver the meeting handbook, annual report, attendance card, speech slips, voting ballots and other meeting materials to the shareholders attending the shareholders meeting; if there are election directors, additional election ballots shall be attached. Item 5 Omitted |
Article 6 (preparation of signature books and other documents) Items 1~3 Omitted The company shall deliver the meeting handbook, annual report, attendance card, speech slips, voting ballots and other meeting materials to the shareholders attending the shareholders meeting; if there are election directors or supervisors, additional election ballots shall be attached. Item 5 Omitted |
In line with the setup of the Audit Committee, delete the original provisions on supervisors. |
| Article 7 (Chairman of the shareholders meeting and persons in attendance) Items 1~2 Omitted The Chairman of the Board of Directors shall personally preside at the shareholders meeting convened by the Board of Directors, and shall be personally attended by at least half of the directors of the Board of Directors, at least oneindependent director, and at least one representative of the members of various functional committees. The attendance is recorded in the minutes of the shareholders meeting. Items 4~5 Omitted |
Article 7 (Chairman of the shareholders meeting and persons in attendance) Items 1~2 Omitted For the shareholders meeting convened by the Board of Directors, the Chairman of the Board should preside in person, and more than half of the directors of the Board of Directors, at least onesupervisor,and at least one representative of various functional committee members should attend, and the attendance should be recorded in the minutes of shareholders meeting. Items 4~5 Omitted |
In line with the setup of the Audit Committee, the powers and obligations of supervisors shall also apply to the independent directors. |
| Article 14 (Election Matters) When the shareholders' meeting elects directors, it shall be conducted in accordance with the relevant election regulations set by the company, and shall announce the results of the election on the spot, including the list of elected directors and the number of votes counted. Item 2 Omitted |
Article 14 (Election Matters) When the shareholders' meeting elects directors andsupervisors, it shall be conducted in accordance with the relevant election regulations set by the company, and the results of the election shall be announced on the spot, including the list of elected directors and supervisors and the number of votes counted. Item 2 Omitted |
In line with the setup of the Audit Committee, delete the original provisions on supervisors. |
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| Article 15 (Meeting minutes and signing matters) Items 1~2 Omitted The minutes of the proceedings should be recorded in accordance with the year, month, day, venue, name of the Chairman, resolution method, key points of the proceedings, and voting results (including statistical weights) of the meeting. When directors are elected, the votes of each candidate should be disclosed with the number of votes counted. During the existence of the company, it should be kept permanently. |
Article 15 (Meeting minutes and signing matters) Items 1~2 Omitted The minutes of the proceedings should be recorded in accordance with the year, month, day, venue, name of the Chairman, resolution method, key points of the proceedings, and voting results (including statistical weights) of the meeting. When directors and supervisors are elected, each candidate should be disclosed with the number of votes counted. During the existence of the company, it should be kept permanently. |
In line with the setup of the Audit Committee, delete the original provisions on supervisors. |
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|---|---|---|---|---|
| Article20Supplementary Provisions This procedure was formulated on April 18, 2011. …………………………… The sixth amendment was on June 16, 2020. The seventh amendment will be on June 16, 2021. |
Article20Supplementary Provisions This procedure was formulated on April 18, 2011. …………………………… The sixth amendment was on June 16,2020. |
Record the amendment date |
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