AI assistant
T.S.M.C. — AGM Information 2024
Jun 13, 2024
51769_rns_2024-06-13_8f97d787-4abd-4178-9b7e-3a9d93da1a43.pdf
AGM Information
Open in viewerOpens in your device viewer
Taiwan Styrene Monomer Corporation 2024 Annual General Shareholders' Meeting Minutes (Translations)
Meeting Type: Physical Meeting
Time and Date: 9:30 a.m., May 31, 2024
Location: 10F., No.11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan
(CHANG YUNG-FA FOUNDATION International Convention Center)
Total outstanding shares : The shareholders present in person and by proxy represented 344,060,230 shares (including votes casted electronically 73,392,210 votes) or 65.17% of the total 527,869,764 shares outstanding.
Attendees: Wen-Yuan Lin, Chairman
Jeff Chen, Director
Chi-Tai Chen, Director
Din-Rei Hsu, Director
Chin-Chen Chien, Independent Director and Convener of the Audit Committee Jui-Mu Huang, Independent Director
Tzu-Meng Liu, Independent Director
Yung-Sheng Wang, CPA of KPMG
T.K. Chung, President of Taiwan Styrene Monomer Corporation Paul Chen, Chief Financial Officer of Taiwan Styrene Monomer Corporation
Chairman: Wen-Yuan Lin Recorder: Po-Chun Ku
I. Call Meeting to Order:
The aggregate shareholding of the attending shareholders constituted a quorum.
The Chairman called the meeting to order.
II. Chairman’s Remarks: (Omitted)
III. Report Items
1. 2023 Business Report
(Please refer to Attachment 1)
2. 2022 Audit Committee’s Review Report
(Please refer to Attachment 2)
3. Report on the Handling of the Company's Proposal for Cash
Capital Increase by Private Placement of Common Stock
(Please refer to meeting handbook)
- 1 -
IV. Adopting Items
1. To Adopt 2023 Business Report and Financial Statements
(Proposed by the Board of Directors)
Explanatory Notes ：
-
(1) The 2023 Business Report and Financial Statements have been examined by the Audit Committee and approved by the Board of Directors. The 2023 Financial Statements were audited by independent auditors Lin Wu and Yung-Sheng Wang of KPMG Taiwan.
-
(2) The 2023 Business report, CPA’s Audit Report and Financial Statements, please refer to Attachment 1 and 3.
Resolution ： This proposal was approved and adopted. Voting Results:
Shares represented at the time of voting: 344,060,230
| Voting Results (including votes casted electronically) |
Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|---|
| Votes in favor: | 338,226,077 votes | 98.30% |
| Votes against: | 691,342 votes | 0.20% |
| Votes Invalid: | 0 votes | 0.00% |
| Votes abstained: | 5,142,811 votes | 1.49% |
2. To Approve the Appropriation of Profit or Loss of 2023 (Proposed by the Board of Directors)
Explanatory Notes ：
-
(1) The Company’s profit or loss appropriation of 2023 will be handled in accordance with the Company's articles of association, the net loss after tax of the period is NT$462,184,373. The profit or loss appropriation table of 2023 is prepared, and no dividends will be distributed this year.
-
(2) The Profit or Loss Appropriation Table of 2023, please refer to Attachment 4.
Resolution ： This proposal was approved and adopted. Voting Results:
Shares represented at the time of voting: 344,060,230
| Voting Results (includingvotes casted electronically) |
Voting Results (includingvotes casted electronically) |
% of the total represented share present |
|---|---|---|
| Votes in favor: | 338,512,985 votes | 98.38% |
| Votes against: | 729,291 votes | 0.21% |
| Votes Invalid: | 0 votes | 0.00% |
| Votes abstained: | 4,817,954 votes | 1.40% |
- 2 -
V. Election Matters
1. To Amend the Rules of Procedures for Shareholders' Meetings
(Proposed by the Board of Directors)
Explanatory Notes ：
In accordance with applicable laws, that amended the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders’ Meetings,” some articles of the Company’s “Rules of Procedure for Shareholders Meetings” have been amended. Please refer to Attachment 5 for the comparison table.
Resolution ： This proposal was approved and adopted. Voting Results:
Shares represented at the time of voting: 344,060,230
| Voting Results (includingvotes casted electronically) |
Voting Results (includingvotes casted electronically) |
% of the total represented share present |
|---|---|---|
| Votes in favor: | 338,512,877 votes | 98.38% |
| Votes against: | 719,055 votes | 0.20% |
| Votes Invalid: | 0 votes | 0.00% |
| Votes abstained: | 4,828,298 votes | 1.40% |
VI. Election Matters
1. Election of the 16[th] Board of Directors (including Independent Directors)
(Proposed by the Board of Directors)
Explanatory Notes ：
-
(1) The term of the 15[th] Board of Directors will expire on Oct. 13, 2024. To convene the Annual Shareholders’ Meeting to elect the 16[th] Term of Directors (including Independent Directors).
-
(2) The Directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the Company Act, Shareholders shall elect the directors from the nominees listed in the roster of director candidates, please refer to Attachment 6. Independent and non-independent directors shall be elected at the same time but on separate ballots.
-
(3) The term of the 15[th] Board of Directors shall end on the day of the Shareholders' Meeting, and the term of the 16[th] Board of Directors shall start on the day of election and be 3 years. Starting from May 31, 2024 to May 30, 2027.
-
(4) For “Procedure for the Election of Directors”, please refer to meeting handbook.
- 3 -
Voting Results ：
The list of Board Members newly elected of the Company on 2024 Annual Shareholders' Meeting:
| Elected | Shareholder No. or ID No. |
Name | Shares held Amount |
|---|---|---|---|
| Director | 209209 | Taiwan Styrene Investment Inc. Representative:Wen-Yuan Lin |
345,588,475 votes |
| Director | 347219 | Taiwan Chemical Green Energy Co., Ltd. Representative:Joseph Wang |
337,116,831 votes |
| Director | 347219 | Taiwan Chemical Green Energy Co., Ltd. Representative:TiffanyWang |
336,989,112 votes |
| Director | 257384 | Chun Yu Works & Co., Ltd. Representative:Chi-Tai Chen |
336,907,300 votes |
| Director | 302069 | Chuanpu Investment Holdings Co., Ltd. Representative:Jeff Chen |
336,829,624 votes |
| Director | 262001 | An Ching Development Co., Ltd. Representative:Din-Rei Hsu |
336,742,386 votes |
| Director | 204782 | Kai Chiang Co. Ltd. Representative:Joanne Sun |
336,649,886 votes |
| Independent Director |
S1007* | Chin-Chen Chien | 336,569,445 votes |
| Independent Director |
K1209* | Jui-Mu Huang | 336,519,770 votes |
| Independent Director |
D1211* | Tzu-Meng Liu | 336,429,982 votes |
| Independent Director |
A2256* | Pei-Ju Chung | 336,350,750 votes |
VII. Other Proposals
1. To Release Non-competition Restrictions on New Directors and Their Representatives
(Proposed by the Board of Directors)
Explanatory Notes ：
- (1) According to Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the
- 4 -
essential contents of such an act and secure its approval".
- (2) In the course of investing in or operating other business activities which are the same or similar to the business scope of the Company and do not affect the business of the Company or cause any damage to the interests of the Company, the directors have proposed to be released from their noncompete restrictions in accordance with Article 209 of the Company Act so as to facilitate the progress of business operation, please refer to Attachment 7.
Resolution ： This proposal was approved and adopted. Voting Results:
Shares represented at the time of voting: 344,060,230
| Voting Results (includingvotes casted electronically) |
Voting Results (includingvotes casted electronically) |
% of the total represented share present |
|---|---|---|
| Votes in favor: | 338,098,884 votes | 98.26% |
| Votes against: | 1,110,733 votes | 0.32% |
| Votes Invalid: | 0 votes | 0.00% |
| Votes abstained: | 4,850,613 votes | 1.40% |
VIII. Extemporary Motions:
Summary of the Essential Points of the Proceedings
Shareholder (Account No. 245033) inquired about the operating status of the Company. The above inquiries were responded by the Chairman.
IX. Meeting Adjourned: May 31, 2024 (Fri.) at 09:59 a.m.
(This 2024 AGM Minutes outlines main points of the meeting. The summary of shareholder's speech is documented in the Chinese version of AGM Minutes. In case of inconsistencies between the Chinese and English version, the Chinese version shall prevail. In addition, video recording of the meeting shall prevail as actual record of meeting procedure and contents.)
==> picture [48 x 48] intentionally omitted <==
Chairman: Wen-Yuan Lin Recorder: Po-Chun Ku
Please note this document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.
- 5 -
【 Attachment 1 】
Taiwan Styrene Monomer Corporation 2023 Business Report
1. Results of operations based on the business plan
During the fiscal year, the Company produced 269,265 tons and sold 267,475 tons of styrene monomer, with sales revenue NT$8,741,565 thousand. The total sales revenue reaches NT$9,319,242 thousand after including the sales revenue of by-product. For fiscal year of 2023, net loss after tax is NT$462,184 thousand.
2. Budget Execution
| Budget Execution | ||
|---|---|---|
| Unit: NT$Thousand | ||
| Item | Actual amount of 2023 | Budget amount of 2023 |
| Net sales | 9,319,242 | 15,478,497 |
| Gross profit | (504,683) | 268,652 |
| Operating profit | (648,121) | 71,873 |
| Income before tax | (595,903) | 119,239 |
| Net income | (462,184) | 106,895 |
3. Profitability Analysis
| Profitability Analysis | |
|---|---|
| Analyzed items | Year ended December 31, 2023 |
| Earnings (Loss) per share after tax (in NT$) | (0.88) |
| Net profit margin (%) | (4.96%) |
| Return on assets (ROA) (%) | (5.10%) |
| Return on equity (ROE) (%) | (6.90%) |
| Ratio of income before tax to paid-in capital (%) | (11.29%) |
- 6 -
4. Research and Development
The Company’s core business is styrene monmer. We continue not only de-bottlenecking of the production lines and increase the production efficiency, but process carbon reduction, the new product application and value-added improvement.
-
The Company continues to develop materials applicable to electronic products and medical devices, extended the development of their applicable commercial fields, and has provided well-known domestic and international enterprises to conduct tests; the Company has already received positive responses.
-
The Company aims to vertically integrate specialized chemical arterial which has obtained patents from numerous countries.
-
The Company also cooperate with other companies in the development of commercialized professional coated machines of special chemical materials to commercialize and popularize by improving coating efficiency and quality.
5. Management Principles and Prospects
Looking f orward to this year (2024), due to the events that affected global politics and economy last year, such as geopolitical risks of the RussiaUkraine War and the Israel-Kazakhstan conflict, deferred effect of interest rate hikes, the US-China technology dispute and real estate crisis of China are still threats to the global economy this year, and the risk of economic recession is still high. Therefore, the IMF predicts that global growth is expected to similar from 3.0% in 2023 to 3.1% in 2024.
Although the new production capacity of SM reached 3.7 million tons in China last year. It is estimated that the new production capacity of SM this year will be significantly reduced to only 0.6 million tons/year in 2024 in China. The demand for new SM downstream production capacity in China is estimated to reach approximately 3 million tons this year. Therefore, we expect the SM market will recover in H2. The SM operation strategy of the Company is to reduce capital expenses and CAPEX, shorttime supply chain, and focus on domestic sales, and will maintain full production and full sales this year.
The Company's operating policy is to reduce expenses, CAPEX and control the volume of production, sales condition and inventory in time to reduce losses this year. It also strengthens the operating performance of subsidiaries to maintain positive cash flow.
==> picture [45 x 45] intentionally omitted <==
Chairman: General Manager: Accounting Manager:
- 7 -
【 Attachment 2 】
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statements, including Consolidated and Individual Financial Statement, and Proposal for Profits Distribution. The CPA firm of KPMG was retained to audit Taiwan Styrene Monomer Corporation’s Financial Statements and has issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Styrene Monomer Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.
To:
Taiwan Styrene Monomer Corporation
Chairman of Audit Committee:
==> picture [122 x 68] intentionally omitted <==
March 13, 2024
- 8 -
【 Attachment 3 】
Independent Auditors ’ Report
To the Board of Directors of Taiwan Styrene Monomer Corporation:
Opinion
We have audited the financial statements of Taiwan Styrene Monomer Corporation(“the Company”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors(please refer to Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
Regarding accounting policies on revenue recognition, please refer to note 4(o) “Revenue recognition” to the parent company only financial statements.
Description of the key audit matter:
The Company's sales revenue is recognized when a performance obligation is satisfied, which depends on the various trade terms agreed with customers. Therefore, the accuracy of revenue recognition is considered to be one of most significance in the audit.
- 9 -
How the matter was addressed in our audit:
Our principal audit procedures included assessing whether the accounting policies regarding to revenue recognition were inconformity with relevant accounting standards; obtaining understanding and testing the design and implement effectiveness of internal controls over revenue recognition; selecting samples and examining vouchers; selecting samples for a period of time before and after the balance sheet date and examining the transaction terms and relevant vouchers to assess whether sales revenue was recognized in an appropriate period; in addition, we also performed analytical procedures on primary customers and products to evaluate if there is any material abnormality.
- Impairment of non-financial assets (Property, plant and equipment, Intangible assets, and Right-of-use assets)
Regarding accounting policies on impairment of non-financial assets, please refer to note 4(n) “Impairment of non-financial assets” to the parent company only financial statements.
Description of the key audit matter:
The prosperity of the industry where the Company is located is affected by market environment factors and the economy, resulting in unfavorable changes to the Company. Therefore, the assessment of non-financial asset impairment is important. Since the evaluation process of impairment depends on the subjective judgment and estimates of the management, it is with a high degree of uncertainty. Therefore, the impairment assessment of non-financial assets is one of the key matters in the audit.
How the matter was addressed in our audit:
Our principal audit procedures included understanding the relevant processes of management's assessment of impairment; evaluating the professional competence, suitability and objectivity of management's experts; for the recoverable amount determined by the management based on the independent evaluation report issued by a third party, we reviewed the reasonableness of the relevant assumptions, and involved an internal specialist with professional competence, suitability and objectivity to assist us in assessing and understanding the appropriateness of the work of the management's experts; in addition, we also inspect whether the book value of the Company’s non-financial assets is consistent with the results of the evaluation report.
Other Matter
We did not audit the financial statements of some equity-accounted investees of the Company (including those statements which were prepared using a difference financial reporting framework). Those statements were audited by other auditors, whose reports have been furnished to us. We have performed audit procedures on the conversion adjustments to the financial statements of those investees, which conform to those financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Our opinion, insofar as it relates to the amounts included for those investees and the amounts prior to the conversion adjustments, is based solely on the reports of other auditors. Investments accounted for using equity method on those investees constituting 19.39% and 13.50% of total assets at December 31, 2023 and 2022, and the related share of profit of subsidiaries, associates and joint ventures accounted for using equity method constituting 2.44% and (0.44)% of total loss before tax for the years then ended.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
- 10 -
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’ s financial reporting process.
Auditor ’ s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- 11 -
- Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wu, Lin and Wang, Yung-Sheng.
KPMG
Taipei, Taiwan (Republic of China) March 13, 2024
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
- 12 -
(English Translation of Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION
Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1170 Accounts receivable, net (note 6(c)) 1200 Other receivables (note 7) 1220 Current tax assets 130X Inventories (note 6(d)) 1410 Prepayments (note 6(e)) 1460 Non-current assets(or disposal groups) held for sale, net Total current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (note 6(f)) 1550 Investments accounted for using equity method (note 6(g)) 1600 Property, plant and equipment (note 6(h)) 1755 Right-of-use assets (note 6(i)) 1780 Intangible assets (note 6(j)) 1840 Deferred tax assets (note 6(p)) 1920 Refundable deposits 1915 Prepayments for equipment 1995 Other non-current assets, others (note 6(k)) Total non-current assets Total assets |
December 31, 2023 Amount % $ 165,508 2 138,940 2 796,319 9 2,430 - 6,333 - 730,526 8 183,490 2 - - |
December 31, 2022 Amount % 317,578 4 120,538 2 963,645 11 2,231 - - - 567,203 7 200,164 2 1,288 - 2,172,647 26 643,571 8 2,803,908 33 2,508,198 30 16,181 - 6,125 - 227,290 3 3,645 - - - 23,959 - 6,232,877 74 8,405,524 100 |
|---|---|---|
| 2,023,546 23 |
||
960,051 10 3,503,366 38 2,342,152 25 16,352 - 5,396 - 348,573 4 3,729 - 13,944 - 39,563 - |
||
7,233,126 77 |
||
| $ 9,256,672 100 |
| Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(l) and 8) 2130 Contract liabilities (note 6(s)) 2170 Accounts payable 2200 Other payables (note 6(m)) 2230 Current tax liabilities 2280 Current lease liabilities (note 6(n)) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2570 Deferred tax liabilities (note 6(p)) 2580 Non-current lease liabilities (note 6(n)) 2640 Net defined benefit liabilities, non-current (note 6(o)) Total non-current liabilities Total liabilities Equity (note 6(q)): 3100 Capital stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, 2023 | December 31, 2023 | December 31, 2023 |
|---|---|---|---|
| Amount | % | Amount | |
2,100,345 23 1,698,144 20 |
|||
173,509 2 174,028 2 10,647 - 11,372 - 44,686 - 50,106 1 |
|||
228,842 2 235,506 3 |
|||
2,329,187 25 1,933,650 23 |
|||
5,278,698 57 5,278,698 63 75,728 1 70,947 1 639,287 7 639,287 8 223,663 2 8,811 - (45,013) - 688,983 8 |
|||
817,937 9 1,337,081 16 |
|||
755,122 8 (214,852) (3) 6,927,485 75 6,471,874 77 |
|||
| $ 9,256,672 100 8,405,524 100 |
- 13 -
(English Translation of Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for loss Per Share)
| 4000 Operating revenue (note 6(s)) 5000 Operating costs (notes 6(d), (h), (i), (j), (n), (o), (u) and 7) Gross loss from operations Operating expenses (notes 6(c), (h), (i), (j), (n), (o), (u) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain) Operating losses Non-operating income and expenses (notes 6 (f), (g), (n), (t) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 9900 Loss before tax 7950 Income tax benefits (note 6(p)) Net loss 8300 Other comprehensive income (loss) : 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income 8500 Comprehensive income Loss per share (note 6(r)) Basic loss per share Diluted loss per share |
2023 | % 100 105 |
2022 | % 100 103 |
|---|---|---|---|---|
| Amount $ 9,319,242 9,823,925 |
Amount 12,711,672 13,061,198 |
|||
(504,683) |
(5) |
(349,526) |
(3) |
|
57,429 86,017 - (8) |
1 1 - - |
65,622 89,364 1,817 2 |
1 1 - - |
|
143,438 |
2 |
156,805 | 2 |
|
(648,121) |
(7) |
(506,331) |
(5) |
|
5,099 17,471 31,454 (14,486) 12,680 |
- - 1 - - |
3,284 45,556 (34,460) (4,320) 33,141 |
- - - - - |
|
52,218 |
1 |
43,201 |
- |
|
(595,903) 133,719 |
(6) 1 |
(463,130) 89,225 |
(5) 1 |
|
(462,184) |
(5) |
(373,905) |
(4) |
|
6,370 316,768 697,527 1,274 |
- 3 7 - |
14,771 (134,696) (153,072) 2,954 |
- (1) (1) - |
|
1,019,391 |
10 |
(275,951) |
(2) |
|
- (824) - |
- - - |
1,334 25,908 - |
- - - |
|
| (824) | - |
27,242 | - |
|
1,018,567 |
10 |
(248,709) |
(2) |
|
$ 556,383 |
5 |
(622,614) |
(6) |
|
$ |
(0.88) | (0.71) |
||
| $ | (0.88) |
(0.71) |
- 14 -
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Common stock Balance at January 1, 2022 $ 5,278,698 Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve appropriated - Cash dividends of ordinary share - Overdue dividends not received by shareholders - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Associates disposal of investments in equity instruments designated at fair value through other comprehensive income - Changes in ownership interests for using equity method - Treasury shares transactions - Net loss - Other comprehensive income - Total comprehensive income - Balance at December 31, 2022 5,278,698 Appropriation and distribution of retained earnings: Special reserve appropriated - Cash dividends of ordinary share - Overdue dividends not received by shareholders - Changes in ownership interests for subsidiary - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Associates disposal of investments in equity instruments designated at fair value through other comprehensive income - Changes in ownership interests for using equity method - Net loss - Other comprehensive income - Total comprehensive income - Balance at December 31, 2023 $ 5,278,698 |
Common stock Balance at January 1, 2022 $ 5,278,698 Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve appropriated - Cash dividends of ordinary share - Overdue dividends not received by shareholders - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Associates disposal of investments in equity instruments designated at fair value through other comprehensive income - Changes in ownership interests for using equity method - Treasury shares transactions - Net loss - Other comprehensive income - Total comprehensive income - Balance at December 31, 2022 5,278,698 Appropriation and distribution of retained earnings: Special reserve appropriated - Cash dividends of ordinary share - Overdue dividends not received by shareholders - Changes in ownership interests for subsidiary - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Associates disposal of investments in equity instruments designated at fair value through other comprehensive income - Changes in ownership interests for using equity method - Net loss - Other comprehensive income - Total comprehensive income - Balance at December 31, 2023 $ 5,278,698 |
Capital surplus 46,300 - - - 24,585 - - 65 (3) - - |
Retained earnings | Retained earnings | Total 1,779,957 - - (79,156) - 504 9,393 (11,989) - (373,905) 12,277 |
Other equity interest Exchange differences on translation of Unrealized gains (losses) on financial assets measured at fair value through foreign financial statements other comprehensive income Total (34,634) 90,665 56,031 - - - - - - - - - - - - - (504) (504) - (9,393) (9,393) - - - - - - - - - 27,242 (288,228) (260,986) |
Other equity interest Exchange differences on translation of Unrealized gains (losses) on financial assets measured at fair value through foreign financial statements other comprehensive income Total (34,634) 90,665 56,031 - - - - - - - - - - - - - (504) (504) - (9,393) (9,393) - - - - - - - - - 27,242 (288,228) (260,986) |
Treasury shares (13) - - - - - - - 13 - - |
Total equity 7,160,973 - - (79,156) 24,585 - - (11,924) 10 (373,905) (248,709) (622,614) 6,471,874 - (105,553) 4,702 (7) - - 86 (462,184) 1,018,567 556,383 6,927,485 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 612,264 27,023 - - - - - - - - - |
Special reserve |
Unappropriated retained earnings 1,167,693 (27,023) (8,811) (79,156) - 504 9,393 (11,989) - (373,905) 12,277 |
||||||||
| - - 8,811 - - - - - - - - |
||||||||||
| - | - | - | - | (361,628) |
(361,628) |
27,242 (288,228) |
(260,986) |
- |
||
| 70,947 - - 4,702 (7) - - 86 - - |
639,287 - - - - - - - - - |
8,811 214,852 - - - - - - - - |
688,983 (214,852) (105,553) - - (1,771) 45,216 - (462,184) 5,148 |
1,337,081 - (105,553) - - (1,771) 45,216 - (462,184) 5,148 |
(7,392) (207,460) - - - - - - - - - 1,771 - (45,216) - - - - (824) 1,014,243 |
(214,852) - - - - 1,771 (45,216) - - 1,013,419 |
- - - - - - - - - - |
|||
| - | - | - | - | (457,036) |
(457,036) |
(824) 1,014,243 |
1,013,419 |
- |
||
| $ 5,278,698 |
75,728 | 639,287 | 223,663 | (45,013) |
817,937 |
(8,216) 763,338 |
755,122 |
- |
- 15 -
(English Translation of Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION
Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Loss before tax Adjustments: Adjustments to reconcile profit loss Depreciation expense Amortization expense Expected credit impairment (gain) loss Interest expense Interest income Dividend income Share of gain of subsidiaries, associates and joint ventures accounted for using equity method Reversal of impairment loss on financial assets Impairment loss on non-financial assets Gain on lease modification Loss from decline (gain from recovery) in value of inventories Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Financial assets mandatorily measured at fair value through profit or loss Accounts receivable Other receivables Inventories Prepayments Total changes in operating assets Changes in operating liabilities: Contract liabilities Accounts payable Other payables Other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash outflow generated from operations Interest received Dividends received Interest paid Dividends paid Income taxes paid Net cash flows used in operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Decrease (increase) in other non-current assets Increase in prepayments for equipment Dividends received Net cash flows from investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Payment of lease liabilities Cash dividends paid Proceeds from sale of treasury shares Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ (595,903) 252,446 1,519 (8) 14,486 (5,099) (11,514) (12,680) (14,856) 248 (28) 48,051 |
2022 (463,130) 251,711 1,807 2 4,320 (3,284) (19,616) (33,141) - 873 (6) (114,209) |
|---|---|---|
272,565 |
88,457 |
|
(18,402) 167,334 33 (211,374) 3,432 |
62,499 (53,798) 3,844 371,982 (67,374) |
|
(58,977) |
317,153 |
|
(5,872) 110,902 7,266 62 950 |
(5,001) (80,454) (26,444) (396) 777 |
|
| 113,308 | (111,518) |
|
54,331 |
205,635 |
|
(269,007) 4,946 11,435 (14,203) - (461) |
(169,038) 3,284 19,616 (3,939) (38) (9,270) |
|
(267,290) |
(159,385) |
|
288 1,288 (82,739) (91) 7 (790) (15,604) (950) 24,860 |
1,873 - (73,445) (224) - - 61,442 - 51,930 |
|
(73,731) |
41,576 |
|
4,802,000 (4,502,000) (5,496) (105,553) - |
2,550,000 (2,085,759) (4,491) (79,156) 10 |
|
| 188,951 | 380,604 |
|
(152,070) 317,578 |
262,795 54,783 |
|
$ 165,508 |
317,578 |
- 16 -
Independent Auditors ’ Report
To the Board of Directors of Taiwan Styrene Monomer Corporation: Opinion
We have audited the consolidated financial statements of Taiwan Styrene Monomer Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards ( “IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Regarding accounting policies on revenue recognition, please refer to note 4(p) “Revenue recognition” to the consolidated financial statements.
Description of the key audit matter:
The Group's sales revenue is recognized when a performance obligation is satisfied, which depends on the various trade terms agreed with customers. Therefore, the accuracy of revenue recognition is considered to be one of most significance in the audit.
- 17 -
How the matter was addressed in our audit
Our principal audit procedures included assessing whether the accounting policies regarding to revenue recognition were inconformity with relevant accounting standards; obtaining understanding and testing the design and implement effectiveness of internal controls over revenue recognition; selecting samples and examining vouchers; selecting samples for a period of time before and after the balance sheet date and examining the transactions terms and relevant vouchers to assess whether sales revenue was recognized in an appropriate period; in addition, we also performed analytical procedures on primary customers and products to evaluate if there is any material abnormality.
- Impairment of non-financial assets (Property, plant and equipment, Intangible assets, and Right-of-use assets)
Regarding accounting policies on impairment of non-financial assets, please refer to note 4(o) “Impairment of non-financial assets” to the consolidated financial statements.
Description of the key audit matter:
The prosperity of the industry where the Group is located is affected by market environment factors and the economy, resulting in unfavorable changes to the Group. Therefore, the assessment of non-financial asset impairment is important. Since the evaluation process of impairment depends on the subjective judgment and estimates of the management, it is with a high degree of uncertainty. Therefore, the impairment assessment of non-financial assets is one of the key matters in the audit.
How the matter was addressed in our audit:
Our principal audit procedures included understanding the relevant processes of management's assessment of impairment; evaluating the professional competence, suitability and objectivity of management's experts; for the recoverable amount determined by the management based on the independent evaluation report issued by a third party, we reviewed the reasonableness of the relevant assumptions, and involved an internal specialist with professional competence, suitability and objectivity to assist us in assessing and understanding the appropriateness of the work of the management's experts; in addition, we also inspect whether the book value of the Group’s nonfinancial assets is consistent with the results of the evaluation report.
Other Matter
We did not audit the financial statements of some equity-accounted investees of the Group (including those statements which were prepared using a difference financial reporting framework) . Those statements were audited by other auditors, whose reports have been furnished to us. We have performed audit procedures on the conversion adjustments to the financial statements of those investees, which conform to those financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our opinion, insofar as it relates to the amounts included for those investees and the amounts prior to the conversion adjustments, is based solely on the reports of other auditors. Investments accounted for using equity method on those investees constituting 18.78% and 13.22% of total assets at December 31, 2023 and 2022, and the related share of profit of subsidiaries, associates and joint ventures accounted for using equity method constituting 3.35% and 1.21% of total loss before tax for the years then ended.
Taiwan Styrene Monomer Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unqualified opinion with other matters paragraph.
- 18 -
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- 19 -
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged; with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.4
The engagement partners on the audit resulting in this independent auditors’ report are Wu, Lin and Wang, Yung-Sheng.
KPMG
Taipei, Taiwan (Republic of China) March 13, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail. - 20 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1170 Accounts receivable, net (note 6(c)) 1200 Other receivables (note 7) 1220 Current tax assets 130X Inventories (note 6(d)) 1410 Prepayments (note 6(e)) 1460 Non-current assets (or disposal groups) held for sale (note 6(f)) 1470 Other current assets 1476 Other current financial assets (notes 6(g) and 8) Total current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note 6(h)) 1550 Investments accounted for using equity method (note 6(i)) 1600 Property, plant and equipment (notes 6(j) and 8) 1755 Right-of-use assets (note 6(k)) 1760 Investment property, net (note 6(l)) 1780 Intangible assets (note 6(m)) 1840 Deferred tax assets (note 6(u)) 1915 Prepayments for equipment 1970 Other long-term investments, net (note 6(n)) 1920 Refundable deposits 1990 Other non-current assets (note 6(o)) Total non-current assets Total assets |
December 31, 2023 Amount % $ 604,092 7 274,305 3 821,164 8 2,451 - 6,453 - 731,690 8 198,347 2 - - 1,726 - 46,206 - |
December 31, 2022 Amount % 765,147 9 223,712 4 975,107 11 2,323 - 12 - 568,790 6 215,534 2 5,474 - 267 - 36,415 - 2,792,781 32 7,576 - 888,543 10 1,195,812 13 3,650,870 41 20,833 - 56,669 1 6,125 - 230,610 3 - - 28,728 - 3,818 - 30,283 - 6,119,867 68 8,912,648 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(p) and 8) 2130 Contract liabilities (note 6(x)) 2170 Accounts payable 2200 Other payables (note 6(q)) 2230 Current tax liabilities 2280 Current lease liabilities (note 6(s)) 2320 Long-term liabilities, current portion (notes 6(r) and 8) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2540 Long-term borrowings (notes 6(r) and 8) 2570 Deferred tax liabilities (note 6(u)) 2581 Non-current lease liabilities (note 6(s)) 2640 Net defined benefit liability, non-current (note 6(t)) 2600 Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent (note 6(v)): 3100 Capital stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity Total equity attributable to owners of parent 36XXNon-controlling interests Total equity Total liabilities and equity |
December 31, 2023 | December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
2,295,884 23 1,890,625 20 |
|||||
52,045 1 60,476 1 174,806 2 175,293 2 12,050 - 13,242 - 44,686 - 50,106 1 660 - 660 - |
|||||
2,686,434 28 |
|||||
7,136 - 1,217,382 12 1,850,830 19 3,480,076 36 19,713 - 56,296 1 5,396 - 350,095 4 13,944 - 25,998 - 3,853 - 46,051 - |
|||||
| 284,247 3 299,777 4 |
|||||
2,580,131 26 2,190,402 24 |
|||||
5,278,698 54 5,278,698 59 75,728 1 70,947 1 639,287 6 639,287 7 223,663 2 8,811 - (45,013) - 688,983 8 |
|||||
817,937 8 1,337,081 15 |
|||||
7,076,770 72 |
|||||
755,122 8 (214,852) (2) |
|||||
6,927,485 71 6,471,874 73 255,588 3 250,372 3 |
|||||
7,183,073 74 6,722,246 76 |
|||||
| $ 9,763,204 100 |
$ 9,763,204 100 8,912,648 100 |
- 21 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for loss Per Share)
| 4000 Operating revenue (notes 6(i) and (x)) 5000 Operating costs(notes 6(d), (j), (k), (l), (m), (s) and (t)) Gross loss from operations Operating expenses (notes 6(c), (j), (k), (l), (m), (s) and (t)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain) Operating loss Non-operating income and expenses (notes 6(i), (s) and (y)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Shares of profit (loss) of associates and joint ventures accounted for using equity method 9900 Loss before tax 7950 Income tax benefits (note 6(u)) Net loss 8300 Other comprehensive income (loss): 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Shares of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(u)) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation 8370 Shares of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income 8500 Comprehensive income Profit (loss) attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Loss per share (note 6(w)) Basic loss per share Diluted loss per share |
2023 | % 100 104 |
2022 | % 100 103 |
|---|---|---|---|---|
| Amount $ 9,541,182 9,952,545 |
Amount 12,853,960 13,180,825 |
|||
(411,363) |
(4) |
(326,865) |
(3) |
|
62,325 136,312 431 81 |
1 1 - - |
70,935 137,151 2,327 (91) |
- 1 - - |
|
| 199,149 | 2 |
210,322 |
1 |
|
(610,512) |
(6) |
(537,187) |
(4) |
|
7,876 22,383 30,304 (18,169) (14,943) |
- - - - - |
6,847 53,383 104,438 (7,538) 1,508 |
- - 1 - - |
|
27,451 |
- |
158,638 |
1 |
|
(583,061) 122,402 |
(6) (1) |
(378,549) 46,421 |
(3) - |
|
(460,659) |
(5) |
(332,128) |
(3) |
|
6,455 329,321 684,923 1,291 |
- 3 7 - |
15,517 (145,295) (142,934) 3,103 |
- (1) (1) - |
|
1,019,408 |
10 |
(275,815) |
(2) |
|
(1,173) (98) - |
- - - |
21,632 3,916 - |
- - - |
|
| (1,271) | - |
25,548 | - |
|
1,018,137 |
10 |
(250,267) |
(2) |
|
$ 557,478 |
5 |
(582,395) |
(5) |
|
$ (462,184) 1,525 |
(5) - |
(373,905) 41,777 |
(3) - |
|
$ (460,659) |
(5) |
(332,128) |
(3) |
|
$ 556,383 1,095 |
5 - |
(622,614) 40,219 |
(5) - |
|
$ 557,478 |
5 |
(582,395) |
(5) |
|
$ |
(0.88) | (0.71) |
||
| $ | (0.88) |
(0.71) |
- 22 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAIWAN STYRENE MONOMER CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2022 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Overdue dividends not received by shareholders Disposal of investments in equity instruments designated at fair value through other comprehensive income Associates disposal of investments in equity instruments designated at fair value through other comprehensive income Changes in ownership interests in associates Treasury shares transactions Net loss Other comprehensive income Total comprehensive income Balance at December 31, 2022 Appropriation and distribution of retained earnings: Special reserve appropriated Cash dividends of ordinary share Overdue dividends not received by shareholders Changes in ownership interests in subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Associates disposal of investments in equity instruments designated at fair value through other comprehensive income Changes in ownership interests in associates Net loss Other comprehensive income Total comprehensive income Balance at December 31, 2023 |
Equity attributable to owners | Equity attributable to owners | Equity attributable to owners | of parent | of parent | Total equity attributable to owners of parent 7,160,973 - - (79,156) 24,585 - - (11,924) 10 (373,905) (248,709) |
Non-controllin g interests 210,153 - - - - - - - - 41,777 (1,558) |
Total equity 7,371,126 - - (79,156) 24,585 - - (11,924) 10 (332,128) (250,267) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares $ 5,278,698 - - - - - - - - - - |
Capital surplus 46,300 - - - 24,585 - - 65 (3) - - |
Retained earnings | Total 1,779,957 - - (79,156) - 504 9,393 (11,989) - (373,905) 12,277 |
Other equity interest Exchange differences on translation of Unrealized gains (losses) on financial assets measured at fair value through foreign financial statements other comprehensive income Total (34,634) 90,665 56,031 - - - - - - - - - - - - - (504) (504) - (9,393) (9,393) - - - - - - - - - 27,242 (288,228) (260,986) |
Treasury shares (13) - - - - - - - 13 - - |
|||||||
| Legal reserve 612,264 27,023 - - - - - - - - - |
Special reserve | Unappropriated retained earnings 1,167,693 (27,023) (8,811) (79,156) - 504 9,393 (11,989) - (373,905) 12,277 |
||||||||||
| - - 8,811 - - - - - - - - |
||||||||||||
| - | - | - | - | (361,628) |
(361,628) |
27,242 (288,228) |
(260,986) |
- | (622,614) |
40,219 |
(582,395) |
|
| 5,278,698 - - - - - - - - - |
70,947 - - 4,702 (7) - - 86 - - |
639,287 - - - - - - - - - |
8,811 214,852 - - - - - - - - |
688,983 (214,852) (105,553) - - (1,771) 45,216 - (462,184) 5,148 |
1,337,081 - (105,553) - - (1,771) 45,216 - (462,184) 5,148 |
(7,392) (207,460) - - - - - - - - - 1,771 - (45,216) - - - - (824) 1,014,243 |
(214,852) - - - - 1,771 (45,216) - - 1,013,419 |
- - - - - - - - - - |
6,471,874 - (105,553) 4,702 (7) - - 86 (462,184) 1,018,567 |
250,372 - - - 4,121 - - - 1,525 (430) |
6,722,246 - (105,553) 4,702 4,114 - - 86 (460,659) 1,018,137 |
|
| - | - | - | - | (457,036) |
(457,036) |
(824) 1,014,243 |
1,013,419 |
- | 556,383 |
1,095 |
557,478 |
|
| $ 5,278,698 |
75,728 | 639,287 | 223,663 | (45,013) |
817,937 |
(8,216) 763,338 |
755,122 |
- | 6,927,485 |
255,588 |
7,183,073 |
- 23 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows used in operating activities: Loss before tax Adjustments: Adjustments to reconcile profit Depreciation expense Amortization expense Expected credit impairment loss (gain) Interest expense Interest income Dividend income Share of loss of associates and joint ventures accounted for using equity method Gain (loss) on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Loss on disposal of investments Reversal of impairment loss on financial assets Impairment loss on non-financial assets Gain on lease modification Loss from decline (gain from recovery) in value of inventories Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Financial assets mandatorily measured at fair value through profit or loss Accounts receivable Other receivables Inventories Prepayments Other current assets Other financial assets Total changes in operating assets Changes in operating liabilities: Current contract liabilities Notes payable Accounts payable Other payables Provisions Other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities |
2023 $ (583,061) 277,635 1,519 81 18,169 (7,876) (14,239) 19,923 97 - 198 (14,856) 248 (29) 48,051 |
2022 (378,549) 276,441 1,807 (91) 7,538 (6,847) (22,034) 5,137 (233) (133,202) - - 873 (6) (114,209) |
|---|---|---|
328,921 |
15,174 |
|
(50,153) 153,862 36 (210,951) (11,739) (1,459) (9,791) |
92,397 (57,057) 2,327 372,060 (5,409) (259) 123,051 |
|
(130,195) |
527,110 |
|
(7,662) - 115,821 8,115 - (2) 950 |
(2,481) (2) (81,858) (27,049) (349) (38,161) 777 |
|
| 117,222 | (149,123) | |
(12,973) |
377,987 |
- 24 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TAIWAN STYRENE MONOMER CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Dividends paid Income taxes paid Net cash flows used in operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Decrease in other long-term investment Dividends received Net cash flows from (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Repayments of long-term borrowings Payment of lease liabilities Decrease in other non-current liabilities Cash dividends paid Proceeds from disposal of treasury shares Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ (267,113) 7,791 14,160 (17,874) - (11,098) |
2022 14,612 8,047 22,034 (7,120) (38) (46,415) |
|---|---|---|
(274,134) |
(8,880) |
|
288 5,474 (99,724) 20 (121) 86 (790) (950) 2,291 24,860 |
1,873 202,912 (81,626) 293 (231) - - - 1,848 45,291 |
|
(68,566) |
170,360 |
|
5,017,000 (4,717,000) (8,278) (7,867) - (105,553) - 4,080 |
2,805,000 (2,350,759) (8,252) (7,020) (56) (79,156) 10 - |
|
182,382 |
359,767 | |
(737) (161,055) 765,147 |
(9,224) 512,023 253,124 |
|
$ 604,092 |
765,147 |
- 25 -
【 Attachment 4 】
Taiwan Styrene Monomer Corporation 2023 Profit or Loss Appropriation Table
| Unit: NT$ | ||
|---|---|---|
| Undistributed earnings at the beginning of period |
368,556,896 | |
| Add : | Net loss of the period |
(462,184,373) |
| Other comprehensive income (actuarial gains and losses of defined benefit plans) |
5,148,062 | |
| Reversal of cash dividend | 20,941 | |
| The amount of items other than net income that is included in this year's undistributed earnings |
43,445,536 | |
| Total | of earnings available for distribution | (45,012,938) |
| Add: | Reversal allocated as special reserve pursuant to law |
214,851,968 |
| Undistributed earnings at the end of period | 169,839,030 | |
| Chairman: General Manager: Accounting | Manager: |
- 26 -
【 Attachment 5 】
Taiwan Styrene Monomer Corporation
Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings
| Amended Provisions |
Provisions before Amendment |
Remarks |
|---|---|---|
| Article 3 (Convening shareholders’ meetings and shareholders’ meeting notices) Unless otherwise provided by law or regulation, this Corporation’s shareholders’ meetings shall be convened by the board of directors. Unless otherwise provided by the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company convening a shareholders’meeting via videoconference shall be stated in the Article of Incorporation, and motions shall be resolved by the board of directors, and the videoconference shall be attended by at least two-thirds of the board of directors. A resolution is passed with the consent of a majority of the attending directors. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. (Omitted below) |
Article 3 (Convening shareholders’ meetings and shareholders’ meeting notices) Unless otherwise provided by law or regulation, this Corporation’s shareholders’ meetings shall be convened by the board of directors. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. (Omitted below) |
Amended to accordance with regulations |
- 27 -
| Amended Provisions |
Provisions before Amendment |
Remarks |
|---|---|---|
| Article 6-1 (Where the video shareholders’ meetings are convened, matters to be specified on the meeting notice) Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters: I. (Omitted) II.(Omitted) III. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.Except for the circumstances specified in Paragraph 6 of Article 44-9 of the“Regulations Governing the Administration of Shareholder Services of Public Companies”, the connection equipment and necessary assistance shall at least be provided to shareholders, and the period during which shareholders may make applications to the Company and other relevant precautions shall be specified. |
Article 6-1 (Where the video shareholders’ meetings are convened, matters to be specified on the meeting notice) Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters: I. (Omitted) II.(Omitted) III. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified. |
Added this article to accordance with the regulations |
| Article 22 (Handling digital gaps) Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference. Except for the circumstances specified in Paragraph 6 of Article 44-9 of the“Regulations Governing the Administration of Shareholder Services of Public Companies”, the connection equipment and necessary assistance shall at least be provided to shareholders, and the |
Article 22 (Handling digital gaps) Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference. |
Added this article to accordance with the regulations. |
- 28 -
| Amended Provisions |
Provisions before Amendment |
Remarks |
|---|---|---|
| period during which shareholders may make applications to the Company and other relevant precautions shall be specified. |
||
| Article23: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner. The Rules were established on May 27, 2020. The 1st amendment was made on June 22, 2022. The 2nd amendment was made on May 31, 2024. |
Article 23: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner. The Rules were established on May 27, 2020. The 1st amendment was made on June 22, 2022. |
Added times of amendment and dates. |
- 29 -
【 Attachment 6 】
Taiwan Styrene Monomer Corporation
Candidates for Director Election (including Independent Directors)
◆ Shareholder nomination (Nominee: Taiwan Styrene Monomer Investment Ltd.)
| ◆ S | hareholder | nomination (Nominee: Ta | iwan Styrene Monomer Investment Lt | d.) | |
|---|---|---|---|---|---|
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
| 1 | Director | Taiwan Styrene Monomer Investment Ltd. Representative: Wen-Yuan Lin |
Master's degree, Dept. of Civil Engineering, University of Hawaii Deputy Head Commissioner, State-owned Enterprise Commission, Ministry of Economic Affairs, R.O.C. Chairman of China Steel Corporation Chairman of Taiwan Cogeneration Corporation Chairman of Yangminshan Tien Lai Resort & Spa Co., Ltd Chairman of Taiwan Power Company Chairman of Eastern Broadcasting Co., Ltd. Managing Director of Bank of Kaohsiung Director of Nanhe Enterprise Co., Ltd. |
Chairman of Taiwan Styrene Monomer Corporation Chairman of Eastern Broadcasting Co., Ltd. Chairman of Overseas Investment & Development Corp. Director of Yangminshan Tien Lai Resort & Spa Co., Ltd Director of Gloria Material Technology Corp. Director of United Renewable Energy Co., Ltd. Independent Director of TRK Corporation Independent Director of Locus Cell Co., Ltd. |
10,000,000 |
- 30 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| 2 | Director | Taiwan Chemical Green Energy Co., Ltd. Representative: Joseph Wang |
Department of Law, NCHU Director of KMC Chain Industrial Co., Ltd. Independent Director of Aeon Motor Co., Ltd. |
Director of Taiwan Styrene Monomer Corporation Chairman of Kings Asset Management Co., Ltd. Chairman of Taiwan Steel Group United Co., Ltd. Chairman of Taiwan Network Holding Co., Ltd. Chairman of Gloria Material Technology Corp. Chairman of S-Tech Corp. Chairman of TSG Hawks Baseball Team Co., Ltd. Chairman of TSG Sport Marketing Co., Ltd. Chairman of Ho Yang Investment Corp. Chairman of Rong Yang Investmen Co., Ltd. Chairman of Na Neng Co., Ltd. Chairman of Jade Colorful Co. Chairman of East Win Administration Consultant Co., Ltd. Chairman of Dong Ying Enterprise Co., Ltd. Director of Taiwan Steel University of Science and Technology Director of Soft-World International Corporation Director of D-Link Corporation Director of Chun Yu Works & Co., Ltd. Director of Chun Bang precision Co., Ltd. Director of Chun Yu Bio-Tech Corp. Director of Chun Yu Investment Co., Ltd. Director of UFC Gym Taiwan Ltd. |
10,000 |
- 31 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| Director of ShangHai Chun Zu Machinery Industry Co., Ltd. Supervisor of Chun Yu (DongGuan) Metal Products Co., Ltd. Supervisor of ShangHai Uchee Hardware Products Co., Ltd. Chairman of GuangZhou Goldway Special Metal Co., Ltd. Chairman of TianJin Goldway Special Metal Co., Ltd. Chairman of XiAn Goldway Special Metal Corp., Ltd. Chairman of ZheJiang JiaXing Goldway Special Metal Co., Ltd. Chairman of JiaXing ShiangYang Metal Material Technology Co., Ltd. Chairman of G-Yao Enterprises Ltd. Chairman of All Win Enterprises Ltd. Chairman of Faith Enterprises Ltd. Chairman of Alloy Tool Steel Inc. Chairman of Gloria Material Technology Japan Co., Ltd. |
- 32 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| 3 | Director | Taiwan Chemical Green Energy Co., Ltd. Representative: Tiffany Wang |
Kuochi Senior Vocational School of Commerce and Technology Director and President of East Win Administration Consultant Co., Ltd. |
Director and President of East Win Administration Consultant Co., Ltd. |
10,000 |
| 4 | Director | Chun Yu Works & Co., Ltd. Representative: Chi-Tai Chen |
National Tainan Commercial Vocational Senior High School Department of Commerce Chairman of Pai Chia Yuan Investment Co., Ltd. Chairman of Chun Yu Works & Co., Ltd. Chairman of Chun Zu Machinery Industry Co., Ltd Chairman of Chun Bang Precision Co., Ltd. Chairman of Chun Yu Bio-Tech Corp. Chairman of Chun Yu Investment Co., Ltd. |
Director of Taiwan Styrene Monomer Corporation Chairman of Chun Zu Machinery Industry Co., Ltd. Chairman of Chun Bang Precision Co., Ltd. Chairman of Jing Kom Investment Co., Ltd. Chairman of Chun Yu Investment Co., Ltd. Chairman of Chun Yu Bio-Tech Corp. Chairman of Li Chiao Investment Co., Ltd. Chairman of Pai Chia Yuan Investment Co., Ltd. Director of Chun Yu Works & Co., Ltd. Director of OFCO Industrial Corp. Director of Quin Tian Steel Co., Ltd. Supervisor of TSG Sport Marketing Co., Ltd. Supervisor of Tong Horng Metal Industrial Co., Ltd. Supervisor of TSG Hawks Baseball Co., Ltd. |
11,678,000 |
- 33 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| 5 | Director | Chuanpu Investment Holding Co., Ltd. Representative: Jeff Chen |
EMBA , Guanghua School of Management, Peking University Bachelor of Mechanical Engineering, UC Berkeley Research Fellow, Harvard Business School |
Director of Taiwan Styrene Monomer Corporation Chairman of Chuan Pu Investment Holding Co., Ltd. Chairman of Yu Chuan Cultural Investment Co., Ltd. Chairman of Nu Qing Co., Ltd. Chairman of Yao Qi Industrial Co., Ltd. Chairman of Yao Tai Industrial Co., Ltd. Chairman of Yao Quan Industrial Co., Ltd. Chairman of Yao Li Industrial Co., Ltd. Chairman of Ying Da Agriculture and Animal Husbandry Co., Ltd. Director of Harn Shiuan Co., Ltd. Director of Adimmune Corporation Director of Senhwa Biosciences, Inc. Director of Jing Sheng Investment Holdings Co., Ltd. Director of JHB ENVIROTECH INC. Director of Bank of Kaohsiung Director of Wenteng Investment Co., Ltd. Director of Xian Gjing Investment Co., Ltd. Director of Tian Pu Enterprise Co., Ltd. Director of Tian Run Co., Ltd. Director of Jiu Teng Co., Ltd. Director of Run Cheng Co., Ltd. Director of Li Run Co., Ltd. |
2,871,000 |
- 34 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| 6 | Director | An Chin Development Inc. Representative: Din-Rei Hsu |
Finance and Economic Law, PCCU Master of China–United States relations, PCCU Issuer and President of Scene Enterprise Co., Ltd. Supervisor of the News Center, Taipei TV Vice President and manager of ChuanlienCatv Co., Ltd. Editor-in-Chief of Quanlian Monthly Senior Editor and supervisor of Zilimedia Co., Ltd. Supervisor of Taiwan Styrene Monomer Corporation |
Director of Taiwan Styrene Monomer Corporation Director of Scene Enterprise Co., Ltd. Director of Yuan Yao Development Co., Ltd. Director of Shang Hua Co., Ltd. |
487,000 |
| 7 | Director | Kai Jiang Co., Ltd. Representative: Joanne Sun |
BA of University of California, Santa Cruz L.L.M. of Pace University Environmental Law J.D. of Vermont Law School Director of legal affairs, Taiwan Styrene Monomer Corporation Legal of MediaTek Inc. |
Director of Taiwan Styrene Monomer Corporation | 800,000 |
| 8 | Independent Director |
Chin-Chen Chien | PhD (Accounting), Rutgers University, USA Professor, Department of Accounting, NCKU |
Independent Director of Taiwan Styrene Monomer Corporation Independent Director of Chun Yu Works & Co., Ltd. Independent Director of f Soft-World International Corporation |
0 |
- 35 -
| No. | Candidate | Name | Education and Work Experience | Current Positions | Shareholding (shares) |
|---|---|---|---|---|---|
| 9 | Independent Director |
Jui-Mu Huang | Mechanical Engineering , Ming Chi Institute of Technology President of Chang Hwa Bank Senior Executive Vice President of Bank of Taiwan General Auditor of Bank of Taiwan |
Independent Director of Taiwan Styrene Monomer Corporation Independent Director of United Fiber Optic Communication INC. |
0 |
| 10 | Independent Director |
Tzu-Meng Liu | EMBA, NCKU Professor, Department of Accounting, CYCU Certified Public Accountant of PwC Partner of Audit Services Department of PwC Director of PwC Associate Professor and Adjunct Expert of NCKU Chairman and consultant of the Southern District Office of the Taiwan Provincial Institute of Accountants Chairman and executive director of Tainan Tax Agents Association Managing Director of the Accounting Cultural and Educational Foundation of NCKU Member of the Park Operation Fund Management Committee of the Ministry of Science and Technology of Executive Yuan Supervisor of the Foundation for the Protection of Environmental Rights Mediation member of the Mediation Committee of Tainan District Court 2016 Outstanding Tax Agent of the Ministry of |
Independent Director of Taiwan Styrene Monomer Corporation Independent Director of Gloria Material Technology Corp. Independent Director of Finesse Technology Co., Ltd. |
0 |
- 36 -
| Finance 2016 Outstanding Alumni of CYCU |
|||||
|---|---|---|---|---|---|
| 11 | Independent Director |
Pei-Ju Chung |
Department of Finance Banking of USC ATS (Ability Training System) license Executive assistant of Parkview Hotels & Resorts |
None | 0 |
- 37 -
【 Attachment 7 】
Taiwan Styrene Monomer Corporation
List of Release the Directors and their representatives from non-competition restriction
| Title | Name | Name and Positions in the Concurrent Companies |
|---|---|---|
| Director Representative |
Taiwan Styrene Monomer Investment Ltd. Representative: Wen-Yuan Lin |
Chairman of Eastern Broadcasting Co., Ltd. Chairman of Overseas Investment & Development Corp. Director of Yangminshan Tien Lai Resort & Spa Co., Ltd Director of Gloria Material Technology Corp. Director of United Renewable Energy Co., Ltd. Independent Director of TRK Corporation Independent Director of Locus Cell Co., Ltd. |
| Director Representative |
Taiwan Chemical Green Energy Co., Ltd. Representative: Joseph Wang |
Chairman of Kings Asset Management Co., Ltd. Chairman of Taiwan Steel Group United Co., Ltd. Chairman of Taiwan Network Holding Co., Ltd. Chairman of Gloria Material Technology Corp. Chairman of S-Tech Corp. Chairman of TSG Hawks Baseball Team Co., Ltd. Chairman of TSG Sport Marketing Co., Ltd. Chairman of Ho Yang Investment Corp. Chairman of Rong Yang Investmen Co., Ltd. Chairman of Na Neng Co., Ltd. Chairman of Jade Colorful Co. Chairman of East Win Administration Consultant Co., Ltd. Chairman of Dong Ying Enterprise Co., Ltd. Director of Taiwan Steel University of Science and Technology Director of Soft-World International Corporation Director of D-Link Corporation Director of Chun Yu Works & Co., Ltd. Director of Chun Bang precision Co., Ltd. Director of Chun Yu Bio-Tech Corp. Director of Chun Yu Investment Co., Ltd. Director of UFC Gym Taiwan Ltd. Director of ShangHai Chun Zu Machinery Industry Co., Ltd. |
- 38 -
| Title | Name | Name and Positions in the Concurrent Companies |
|---|---|---|
| Supervisor of Chun Yu (DongGuan) Metal Products Co., Ltd. Supervisor of ShangHai Uchee Hardware Products Co., Ltd. Chairman of GuangZhou Goldway Special Metal Co., Ltd. Chairman of TianJin Goldway Special Metal Co., Ltd. Chairman of XiAn Goldway Special Metal Corp., Ltd. Chairman of ZheJiang JiaXing Goldway Special Metal Co., Ltd. Chairman of JiaXing ShiangYang Metal Material Technology Co., Ltd. Chairman of G-Yao Enterprises Ltd. Chairman of All Win Enterprises Ltd. Chairman of Faith Enterprises Ltd. Chairman of Alloy Tool Steel Inc. Chairman of Gloria Material Technology Japan Co., Ltd. |
||
| Director Representative |
Taiwan Chemical Green Energy Co., Ltd. Representative: Tiffany Wang |
Director and President of East Win Administration Consultant Co., Ltd. |
| Director Representative |
Chun Yu Works & Co., Ltd. Representative: Chi-Tai Chen |
Chairman of Chun Zu Machinery Industry Co., Ltd. Chairman of Chun Bang Precision Co., Ltd. Chairman of Jing Kom Investment Co., Ltd. Chairman of Chun Yu Investment Co., Ltd. Chairman of Chun Yu Bio-Tech Corp. Chairman of Li Chiao Investment Co., Ltd. Chairman of Pai Chia Yuan Investment Co., Ltd. Director of Chun Yu Works & Co., Ltd. Director of OFCO Industrial Corp. Director of Quin Tian Steel Co., Ltd. Supervisor of TSG Sport Marketing Co., Ltd. Supervisor of Tong Horng Metal Industrial Co., Ltd. Supervisor of TSG Hawks Baseball Co., Ltd. |
- 39 -
| Title | Name | Name and Positions in the Concurrent Companies |
|---|---|---|
| Director Representative |
Chuanpu Investment Holding Co., Ltd. Representative: Jeff Chen |
Chairman of Chuan Pu Investment Holding Co., Ltd. Chairman of Yu Chuan Cultural Investment Co., Ltd. Chairman of Nuqing Co., Ltd. Chairman of Yaoqi Industrial Co., Ltd. Chairman of Yaotai Industrial Co., Ltd. Chairman of Yaoquan Industrial Co., Ltd. Chairman of Yaoli Industrial Co., Ltd. Chairman of Yingda Agriculture and Animal Husbandry Co., Ltd. Director of Harn Shiuan Co., Ltd. Director of Adimmune Corporation Director of Senhwa Biosciences, Inc. Director of Jing Sheng Investment Holdings Co., Ltd. Director of JHB ENVIROTECH INC. Director of Bank of Kaohsiung Director of Wenteng Investment Co., Ltd. Director of Xian Gjing Investment Co., Ltd. Director of Tian Pu Enterprise Co., Ltd. Director of Tian Run Co., Ltd. Director of Jiu Teng Co., Ltd. Director of Run Cheng Co., Ltd. Director of Li Run Co., Ltd. |
| Director Representative |
An Chin Development Inc. Representative: Din-Rei Hsu |
Director of Scene Enterprise Co., Ltd. Director of Yuanyao Development Co., Ltd. Director of Shanghua Co., Ltd. |
| Independent Director |
Chin-Chen Chien | Independent Director of Chun Yu Works & Co., Ltd. Independent Director of f Soft-World International Corporation |
| Independent Director |
Jui-Mu Huang | Independent Director of United Fiber Optic Communication INC. |
| Independent Director |
Tzu-Meng Liu | Independent Director of Gloria Material Technology Corp. Independent Director of Finesse Technology Co., Ltd. |
- 40 -