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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

==> picture [43 x 43] intentionally omitted <==

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 voting66,968,313 votes

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.991%
Votes against3,597votes
(3,597votes)
0.006%
Votes invalidnone 0.00%
Votes abstained2,161 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

4

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 voting66,968,313 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 voting66,968,313 votes
Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.991%
Votes against3,597votes
(3,597votes)
0.006%
Votes invalidnone 0.00%
Votes abstained2,161 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.

  • (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

5

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 voting66,968,313 votes

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.991%
Votes against3,597votes
(3,597votes)
0.006%
Votes invalidnone 0.00%
Votes abstained2,161 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.

  • (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.

  • (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.

  • (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.

  • (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

7

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 voting66,969,401 votes

10

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772votes)
99.990%
Votes against3,597votes
(3,597votes)
0.005%
Votes invalidnone 0.00%
Votes abstained3,249 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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.990%
Votes against3,597votes
(3,597votes)
0.005%
Votes invalidnone 0.00%
Votes abstained3,249 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

11

Agenda, (Attachment 9)

  • (3) Resolution: Shares represented at the time of voting66,969,401 votes
Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.990%
Votes against3,597votes
(3,597votes)
0.005%
Votes invalidnone 0.00%
Votes abstained3,249 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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,960,555 votes
(5,286,772votes)
99.990%
Votes against3,597votes
(3,597votes)
0.005%
Votes invalidnone 0.00%
Votes abstained5,249 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

  • (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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,960,555 votes
(5,286,772votes)
99.990%
Votes against3,597votes
(3,597votes)
0.005%
Votes invalidnone 0.00%
Votes abstained5,249 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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.991%
Votes against3,597votes
(3,597votes)
0.006%
Votes invalidnone 0.00%
Votes abstained3,249 votes
(2,161 votes)
0.003%

*including votes casted electronically (numbers in brackets)**

13

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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,962,555 votes
(5,288,772 votes)
99.991%
Votes against3,597votes
(3,597votes)
0.006%
Votes invalidnone 0.00%
Votes abstained3,249 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

14

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 voting66,969,401 votes

Voting Results* % of the total represented share
present
Votes in favor66,955,368 votes 99.991%

15

(5,288,772 votes)
Votes against7,457votes
(7,457votes)
0.006%
Votes invalidnone 0.00%
Votes abstained6,576 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 MotionsNone

VIII. AdjournmentMeeting ended at 09:47 am

16

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

17

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.

  1. 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

18

(3) Research and development

The Company’s R&D focuses on product expansion with existing technical advantages and material demand of new industry trends:

  1. 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;

  2. Strengthen the establishment of core technology platform, hydrogenation, electrolysis, and purity chemical, etc. and develop high value-added products based on this technology;

  3. Develop the formula of electronic chemicals, cooperate with the product demand development of LCD, IC packaging, IC manufacturing customers;

  4. 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.

  5. 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:

  1. Invest in gas companies in Vietnam and send people to Vietnam by batches to start gas business.

  2. Promote TMAH recycling, increase recycling material sources and enhance the load of the recycling plant.

  3. Continue to expand semiconductor customers and strive to increase the turnover of semiconductor customers.

  4. To build a specialized Liuke factory to become the most complete electronic chemical factory in Taiwan.

  5. Expand DCHA proprietary production line to meet the increasing market demand.

  6. Integrate relevant products of San Fu Biotechnology Company and San Fu group to form a more professional and rigorous food related industry.

  7. Add N2O storage tank and purification equipment to develop N2O sales business.

  8. Continue to seek international technical cooperation to improve the technical level.

19

  • (2) Production and marketing policies

  • Balance production and sales, maintain a certain amount of inventory; when the price is low, prepare more inventories.

  • Delivery adopts first in first out (FIFO) principle to keep the freshness of products.

  • Improve product quality and stability, do a good job in quality control, and achieve the goal of zero customer complaints.

  • Constantly improve the process and reduce the cost to improve the market competitiveness.

  • 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

20

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.

21

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

==> picture [43 x 45] intentionally omitted <==

22

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

23

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:

  1. Obtain and understand the Company’s accounting policies and the characteristics of inventories for evaluating inventory losses.

  2. 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.

  3. 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:

24

  1. 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.

  2. 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.

  3. To assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosure.

  4. 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.

  5. 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.

  6. 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.

  7. The communication between the accountant and the governing unit includes the planned

  8. 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

25

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

==> picture [44 x 44] intentionally omitted <==

Manager: Tsai Chieh-rong Accounting supervisor: Chen Chieh-yu

==> picture [43 x 43] intentionally omitted <==

==> picture [43 x 43] intentionally omitted <==

26

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 )

27

( 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

==> picture [43 x 43] intentionally omitted <==

==> picture [43 x 43] intentionally omitted <==

==> picture [43 x 43] intentionally omitted <==

28

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:

  1. Obtain and understand the Company’s accounting policies and the characteristics of inventories for evaluating inventory losses.

  2. 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.

  3. 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:

  1. 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.

  1. 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.

  2. To assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosure.

  3. 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.

  4. 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.

  5. 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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==> picture [44 x 43] intentionally omitted <==

==> picture [44 x 43] intentionally omitted <==

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

==> picture [43 x 44] intentionally omitted <==

==> picture [44 x 43] intentionally omitted <==

==> picture [43 x 43] intentionally omitted <==

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

  1. Contents of the plan before the change

  2. (1) The total amount of funds required for this project: New Taiwan dollars 630,000,000.

  3. (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.

  4. (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
  1. Contents of the plan after the change

  2. (1) The total amount of funds required for this project: NT$500,000,000.

  3. (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.
  1. 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.

  2. The reasonableness of expected benefits

  3. (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.

55

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

56

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
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.
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

58

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.
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
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
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.

59

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.
Article 4 Omitted Article 5 Omitted Change the numbers in
line with deletion of
article 4.
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.

60

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.

occurrence of the
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.
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.
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.

61

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.
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.
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.

62

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.
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.
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
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

63

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.
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.
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.
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

64

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.
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.
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.
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.

65

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
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

66

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.

68

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.
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

69