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TTC — AGM Information 2021
Aug 12, 2021
51768_rns_2021-08-12_15c58eb5-a37c-41ca-9c79-8496365236c8.pdf
AGM Information
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Stock Code:1309
Taita Chemical Company, Limited Handbook for the
2021 Annual General Meeting of Shareholders
Date : May 31, 2021
Location : 5F., No.2, Yuanshan Rd., Niaosong Dist.,
Kaohsiung City, Taiwan (R.O.C.) The Grand Hotel Kaohsiung, Po Shou Hall
Table of Contents
Meeting Procedure ························································· 2 Meeting Agenda ····························································· 3 Report Items ·································································· 4 Matters for Ratification and Discussion (I) ··························· 9 Elections ······································································ 48 Matter for Discussion (II) ··············································· 53 Extemporary Motions ····················································· 58 Appendices : 、 1 Parliamentary Rules for Shareholders’ Meetings (Before Amendment) ............................................................................. 59 、 2 Articles of Incorporation ......................................................... 69 、 3 Rules for Election of Directors ............................................... 75 、 4 Stake of Directors ...................................................................... 78 、 5 The Impact of Stock Dividend Issuance on Business Performance, EPS and ROE .................................................... 79 、 6 Description of Handling of Stockholder Proposals ............ 81
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Taita Chemical Company, Limited Procedure of the 2021 Annual General Meeting
of Shareholders
- Announcement of the Commencement of
the Meeting
2. Chairperson Takes Chair
- Opening Speech of the Chairperson
4. Report Items
- Matters for Ratification and Discussion (I)
6. Elections
7. Matter for Discussion (II)
8. Extemporary Motions
9. Adjournment
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Taita Chemical Company, Limited
Year 2021
Agenda of Annual General Meeting of Shareholders
Date:May.31, 2021 (Monday) AM 09:00
Location: 5F., No.2, Yuanshan Rd., Niaosong Dist.,
Kaohsiung City, Taiwan (R.O.C.)
The Grand Hotel Kaohsiung, Po Shou Hall
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Report Items:
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(1) To report 2020 operating results.
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(2) To report Audit Committee's Review Reports of 2020 Financial Statement.
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(3) To report 2020 remuneration of directors and employees.
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Matters for Ratification and Discussion (I)
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(1) To ratify 2020 Business Report and Financial Statements.
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(2) To ratify 2020 earnings distribution.
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(3) To approve the capitalization on part of dividends.
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(4) To approve the amendment to the Parliamentary Rules for Shareholders’ Meetings.
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Elections
To elect nine directors.
4. Matters for Discussion (II)
To approve the permission of directors for competitive actions.
5. Extemporary Motions
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Adjournment
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I. Report Items :
Report 1
To report 2020 operating results.
Taita Chemical Company, Limited. 2020 Business Report
Our 2020 net revenue reduced by about 10% at NT$1.225 billion from NT$12.219 billion in 2019 to NT$10.994 billion, with a budget accomplishment rate of 104%, profit before tax of NT$2.258 billion, profit after tax of NT$1.92 billion, and EPS at NT$5.58.
In early 2020, many cities were locked down due to COVID19, and sales volume fell. Fortunately, sales increased continuously and spread also expanded as driven by the market demand for ABS/PS since Q2. From the second half of 2020, full production and sales were achieved in the overall sales of products of various products. Due to the YOY superior spread, profit increased significantly from last year. The performance of individual product lineups is as follows:
The production and sales volumes of ABS increased by about 1,000 MT from 2019 to 123,000 MT, with a profit of NT$1.1 billion.
The production and sales volumes of GPS/IPS increased by 6,000 MT and 4,000 MT from 2019 to 98,000 MT, with a profit of NT$466 million.
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The production and sales volumes of EPS increased by 4,000 MT and 3,000 MT from 2019 to 53,000 MT, with a profit of NT$10 million.
The production and sales volumes of ABS/PS increased by 12,000 MT and 8,500 MT from 2019 to 274,000 MT, an increase compared to 2019 with a budget accomplishment rate of 103%. Revenues reduced by NT$346 million to NT$10.501 billion compared to 2019, with an operating income of NT$1.579 billion.
The production volume of glass wool was 8,700 MT, and the sales volume combing with imported rock wool was 12,500 MT. Revenue increased by NT$4 million in 2019 to NT$438 million, with a profit of NT$38 million.
The sales volume of flexographic products was 63,000 JIG, and revenue was NT$54 million, with a loss of NT$7million.
The operating income of the above major products plus the income from raw material sales at NT$2 million totaled NT$1.61 billion.
Non-operating income was share of profit accounted for 、 using equity method NT$670 million net rental income NT$28 、 million foreign exchange loss NT$64 million and other nonoperating income NT$14 million. The total non-operating income was NT$648 million.
Looking ahead to 2021, we will continue to deal with the impacts of COVID-19. Besides setting full production and sales as a key annual target, we will continue improving and optimizing the client portfolio and product portfolio. In ABS, we
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will increase the proportion of direct customers. In PS, we will increase the sales proportion of products in injection grades with higher profit. In EPS, we will continue to increase the sales proportion of products in general grade with higher profit. In addition, we will continue with the control over the stock of raw materials and finished products to achieve sales maximization and profit maximization.
Chairman:Wu, Yih-Guei
President:Wu, Pei-Chi
Chief Accounting Office:Lin, Jin-Cai
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Report Items :
Report 2
To report Audit Committee's Review Reports of 2020 Financial Statement.
Taita Chemical Company, Limited
Audit Report
This Audit Committee has audited the 2020 Business Report produced by the Board of Directors, the financial statements (including consolidated and individual financial statements) audited and certified by CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan, and the proposal for profit distribution and found no nonconformity. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is presented for approval to AGM.
To
Taita Chemical Company, Limited 2021 Annual General Meeting of Shareholders
Audit Committee, Taita Chemical Company, Limited Independent Director:Chen, Tyan-Wen Independent Director:Ma, Yi-kung Independent Director:James Yuan
March 23, 2021
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Report Items :
Report 3
To report 2020 remuneration of directors and employees. Description : 1. Proceeded in accordance with related
orders of the Ministry of Economic Affairs and Article 25 of the Articles of Incorporation of the Company.
- The compensation for employees in 2020
will be distributed in cash at 1%, NT$22,812,256, of the 2020 earnings, and no compensation will be distributed to directors.
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II. Matters for Ratification and Discussion (I): Proposal 1
Proposed by the Board
To ratify 2020 Business Report and Financial Statements. Description: 1. The 2020 financial statements (including consolidated and individual financial statements) approved by the Board on March 5, 2021 are audited by CPA HsiuChun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan and the Audit Committee for the record.
- Please refer to p.4-6 of this Handbook for the 2020 Business Report and p.10-39 for the CPA Audit Report and the financial statements.
Resolution:
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Taita Chemical Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Taita Chemical Co., Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit of the financial statements for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020 and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are
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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 for 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 for the year ended December 31, 2020. 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.
The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows: Allowance for Impairment Loss of Accounts Receivable
As of December 31, 2020, the carrying amount of notes and accounts receivable was NT$2,218,128 thousand (i.e., the gross amount of notes and accounts receivable of NT$2,275,272 thousand with a deduction of allowances for impairment of NT$57,144 thousand) which accounted for 24% of the total assets. The Group’s estimation of expected credit loss is based on customers’ credit quality, the Group’s historical experience, existing market conditions and forward looking estimates. The estimation of expected credit loss involves critical judgment and estimation uncertainty. Thus, we identified the estimation of allowance for impairment loss of notes and accounts receivable as one of the key audit matters.
For the significant accounting policies and critical accounting judgments and key sources of estimation uncertainty related to the estimation of allowance for impairment loss of accounts receivable, refer to Notes 4, 5 and 10 to the consolidated financial statements.
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We performed the corresponding audit procedures, for the estimation
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of allowance for impairment loss of accounts receivable, as follows:
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We understood and evaluated the Group’s internal control procedures on the allowance for impairment loss of accounts receivable.
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We evaluated the reasonableness of classification and allowance percentage for credit losses, which were assumed by the management’s judgment on customers’ credit quality, aging schedule of notes and accounts receivable and the amount overdue. We sampled and inspected the aging schedule of notes and accounts receivable to verify
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the correctness and reasonableness of the computation, and we also compared the distribution of the aging schedule of notes and accounts receivable between the current year and the previous year.
- We examined the amounts written off during the current year and the previous year and also checked the amounts received in the subsequent period to evaluate the recoverability of accounts receivable.
Sales revenue recognition for specific products
The Group's sales volume and gross profit of general-purpose polystyrene (GPS) have continued to grow in the past three years. The sales revenue of the GPS in 2020 was NT$2,924,936 thousand, accounting for approximately 19% of the annual consolidated sales revenue. Whether the sales revenue of the GPS is correctly recognized while fulfilling the contract obligation has a significant impact on the Group’s consolidated financial statement. Thus, we identified the estimation of sales revenue recognition as one of the key audit matters.
For the significant accounting policies and relevant disclosed information related to the sales revenue recognition, refer to Notes 4 and 24 of the standalone financial statements.
We performed the corresponding audit procedures, for the authenticity of sales revenue recognition of specific products, as follows:
1.We understood and evaluated the Group’s internal control procedures effectiveness on the revenue recognition, as well as the appropriateness of the revenue recognition accounting policies adopted by the management.
- We sampled and audited the transaction documents related to the sales revenue, including purchase orders, shipping orders, export documents and payment information, to confirm the authenticity of the sales revenue recognition.
3.We examined the occurrence of sales returns and discounts after the balance sheet dates, and checked for any abnormalities in the payment collection after the balance sheet dates.
Other Matters
We have also audited the parent company only financial statements of Taita Chemical Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified report.
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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and
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IFRS, IAS, IFRIC, and 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
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circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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We communicate with those charged with governance regarding,
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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 for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our
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auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.
Deloitte & Touche Taipei, Taiwan Republic of China
March 22, 2021
Notice to Readers:
The Interim consolidated financial statement (Chinese version) of our company is reviewed by the CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.
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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
| Code 1100 1110 1140 1150 1170 1180 1200 1210 1220 130X 1410 11XX 1520 1550 1600 1755 1760 1780 1840 1990 15XX 1XXX Code 2100 2120 2170 2180 2200 2220 2230 2280 2365 2399 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 9 and 31) Notes receivable (Notes 4 and 10) Accounts receivable (Notes 4, 5 and 10) Accounts receivable from related parties (Notes 4, 5, 10 and 30) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4, 10 and 30) Current tax assets (Notes 4 and 26) Inventories (Notes 4, 5 and 11) Prepayments and other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4, 5 and 13) Property, plant and equipment (Notes 4, 14, 18, 30 and 31) Right-of-use assets (Notes 4, 15, 18, 30 and 31) Investment properties (Notes 16, 18 and 31) Other intangible assets (Note 17) Deferred tax assets (Notes 4, 5 and 26) Other non-current assets (Note 31) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 14, 15, 18 and 31) Financial liabilities at fair value through profit or loss (FVTPL) - current (Note 7) Accounts payable (Note 19) Accounts payable from related parties (Notes 19 and 30) Other payables (Note 20) Other payables from related parties (Note 30) Current tax liabilities (Notes 4 and 26) Lease liabilities - current (Note 4, 15 and 30) Refund liabilities - current (Note 21) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 14, 16, 18 and 31) Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Note 4, 15 and 30) Net defined benefit liabilities - non-current (Note 22) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total Equity TOTAL |
(In Thousands of New Taiwan Dollars) December 31,2020 December 31,2019 Amount % Amount % $ 2,458,506 26 $ 1,312,018 16 361,424 4 306,472 4 3,000 - 3,000 - 342,964 4 287,861 4 1,875,137 20 1,931,006 24 27 - 9,394 - 65,473 1 67,739 1 1,748 - 7,735 - - - 2,560 - 740,852 8 746,284 9 92,989 1 127,411 2 5,942,120 64 4,801,480 60 341,497 4 209,305 3 604,638 7 517,498 7 2,076,043 22 2,174,859 27 79,351 1 84,631 1 108,178 1 108,178 1 5,406 - 7,448 - 64,582 1 77,542 1 24,055 - 23,800 - 3,303,750 36 3,203,261 40 $ 9,245,870 100 $ 8,004,741 100 $ 150,000 2 $ 1,197,082 15 434 - - - 1,179,603 13 682,883 8 498 - 822 - 408,773 4 301,532 4 4,178 - 7,623 - 392,544 4 57,749 1 4,514 - 4,464 - 879 - 909 - 28,754 - 25,630 - 2,170,177 23 2,278,694 28 300,000 3 1,000,000 12 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 4,418 - 3,946 - 719,887 8 1,426,284 18 2,890,064 31 3,704,978 46 3,442,310 37 3,342,048 42 816 - 810 - 81,781 1 42,017 - 308,061 4 308,061 4 2,326,852 25 647,893 8 2,716,694 30 997,971 12 195,986 2 ( 41,066) - 6,355,806 69 4,299,763 54 $ 9,245,870 100 $ 8,004,741 100 |
(In Thousands of New Taiwan Dollars) December 31,2020 December 31,2019 Amount % Amount % $ 2,458,506 26 $ 1,312,018 16 361,424 4 306,472 4 3,000 - 3,000 - 342,964 4 287,861 4 1,875,137 20 1,931,006 24 27 - 9,394 - 65,473 1 67,739 1 1,748 - 7,735 - - - 2,560 - 740,852 8 746,284 9 92,989 1 127,411 2 5,942,120 64 4,801,480 60 341,497 4 209,305 3 604,638 7 517,498 7 2,076,043 22 2,174,859 27 79,351 1 84,631 1 108,178 1 108,178 1 5,406 - 7,448 - 64,582 1 77,542 1 24,055 - 23,800 - 3,303,750 36 3,203,261 40 $ 9,245,870 100 $ 8,004,741 100 $ 150,000 2 $ 1,197,082 15 434 - - - 1,179,603 13 682,883 8 498 - 822 - 408,773 4 301,532 4 4,178 - 7,623 - 392,544 4 57,749 1 4,514 - 4,464 - 879 - 909 - 28,754 - 25,630 - 2,170,177 23 2,278,694 28 300,000 3 1,000,000 12 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 4,418 - 3,946 - 719,887 8 1,426,284 18 2,890,064 31 3,704,978 46 3,442,310 37 3,342,048 42 816 - 810 - 81,781 1 42,017 - 308,061 4 308,061 4 2,326,852 25 647,893 8 2,716,694 30 997,971 12 195,986 2 ( 41,066) - 6,355,806 69 4,299,763 54 $ 9,245,870 100 $ 8,004,741 100 |
(In Thousands of New Taiwan Dollars) December 31,2020 December 31,2019 Amount % Amount % $ 2,458,506 26 $ 1,312,018 16 361,424 4 306,472 4 3,000 - 3,000 - 342,964 4 287,861 4 1,875,137 20 1,931,006 24 27 - 9,394 - 65,473 1 67,739 1 1,748 - 7,735 - - - 2,560 - 740,852 8 746,284 9 92,989 1 127,411 2 5,942,120 64 4,801,480 60 341,497 4 209,305 3 604,638 7 517,498 7 2,076,043 22 2,174,859 27 79,351 1 84,631 1 108,178 1 108,178 1 5,406 - 7,448 - 64,582 1 77,542 1 24,055 - 23,800 - 3,303,750 36 3,203,261 40 $ 9,245,870 100 $ 8,004,741 100 $ 150,000 2 $ 1,197,082 15 434 - - - 1,179,603 13 682,883 8 498 - 822 - 408,773 4 301,532 4 4,178 - 7,623 - 392,544 4 57,749 1 4,514 - 4,464 - 879 - 909 - 28,754 - 25,630 - 2,170,177 23 2,278,694 28 300,000 3 1,000,000 12 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 4,418 - 3,946 - 719,887 8 1,426,284 18 2,890,064 31 3,704,978 46 3,442,310 37 3,342,048 42 816 - 810 - 81,781 1 42,017 - 308,061 4 308,061 4 2,326,852 25 647,893 8 2,716,694 30 997,971 12 195,986 2 ( 41,066) - 6,355,806 69 4,299,763 54 $ 9,245,870 100 $ 8,004,741 100 |
(In Thousands of New Taiwan Dollars) December 31,2020 December 31,2019 Amount % Amount % $ 2,458,506 26 $ 1,312,018 16 361,424 4 306,472 4 3,000 - 3,000 - 342,964 4 287,861 4 1,875,137 20 1,931,006 24 27 - 9,394 - 65,473 1 67,739 1 1,748 - 7,735 - - - 2,560 - 740,852 8 746,284 9 92,989 1 127,411 2 5,942,120 64 4,801,480 60 341,497 4 209,305 3 604,638 7 517,498 7 2,076,043 22 2,174,859 27 79,351 1 84,631 1 108,178 1 108,178 1 5,406 - 7,448 - 64,582 1 77,542 1 24,055 - 23,800 - 3,303,750 36 3,203,261 40 $ 9,245,870 100 $ 8,004,741 100 $ 150,000 2 $ 1,197,082 15 434 - - - 1,179,603 13 682,883 8 498 - 822 - 408,773 4 301,532 4 4,178 - 7,623 - 392,544 4 57,749 1 4,514 - 4,464 - 879 - 909 - 28,754 - 25,630 - 2,170,177 23 2,278,694 28 300,000 3 1,000,000 12 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 4,418 - 3,946 - 719,887 8 1,426,284 18 2,890,064 31 3,704,978 46 3,442,310 37 3,342,048 42 816 - 810 - 81,781 1 42,017 - 308,061 4 308,061 4 2,326,852 25 647,893 8 2,716,694 30 997,971 12 195,986 2 ( 41,066) - 6,355,806 69 4,299,763 54 $ 9,245,870 100 $ 8,004,741 100 |
|
|---|---|---|---|---|---|---|
| Amount $ 2,458,506 361,424 3,000 342,964 1,875,137 27 65,473 1,748 - 740,852 92,989 5,942,120 341,497 604,638 2,076,043 79,351 108,178 5,406 64,582 24,055 3,303,750 $ 9,245,870 $ 150,000 434 1,179,603 498 408,773 4,178 392,544 4,514 879 28,754 2,170,177 300,000 170,735 42,938 201,796 4,418 719,887 2,890,064 3,442,310 816 81,781 308,061 2,326,852 2,716,694 195,986 6,355,806 $ 9,245,870 |
Amount $ 1,312,018 306,472 3,000 287,861 1,931,006 9,394 67,739 7,735 2,560 746,284 127,411 4,801,480 209,305 517,498 2,174,859 84,631 108,178 7,448 77,542 23,800 3,203,261 $ 8,004,741 $ 1,197,082 - 682,883 822 301,532 7,623 57,749 4,464 909 25,630 2,278,694 1,000,000 144,973 47,451 229,914 3,946 1,426,284 3,704,978 3,342,048 810 42,017 308,061 647,893 997,971 41,066) 4,299,763 $ 8,004,741 |
% | ||||
| ( | 16 4 - 4 24 - 1 - - 9 2 60 3 7 27 1 1 - 1 - 40 100 15 - 8 - 4 - 1 - - - 28 12 2 1 3 - 18 46 42 - - 4 8 12 - 54 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code 4100 NET REVENUE (Notes 4, 21, 24 and 30) 5110 COST OF GOODS SOLD (Notes 11, 14, 22, 25 and 30) 5900 GROSS PROFIT OPERATING EXPENSES (Notes 22, 25 and 30) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 7, 13, 16, 25 and 30) 7100 Interest income 7010 Other income 7020 Other gains and losses 7060 Share of profit of associates 7510 Finance costs |
2020 | % 100 80 20 3 1 - 4 16 - - - - - |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| % | ||||||||
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| Code 7000 Total non- operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 26) 8200 NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 13, 22, 23 and 26) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans 8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income 8320 Share of the other comprehensive income (loss) of associates accounted for using the equity method - unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income |
2020 | % - 16 4 12 - 1 - |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount % 43,539 - 558,204 3 160,227 1 397,977 2 3,785 - 30,287 - 5,357 - (Continued) |
% | |||||||
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| Code 8330 Share of the other comprehensive income (loss) of associates accounted for using the equity method - remeasurement of defined benefit plans 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations 8371 Share of the other comprehensive loss of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations 8399 Income tax relating to items that may be reclassified subsequently to profit or loss 8300 Other comprehensive loss for the year, net of income tax |
2020 | % - - 1 1 - - 1 2 |
2019 | ||||
|---|---|---|---|---|---|---|---|
| Amount 628 300 167,795 85,673 160 17,148) 68,685 236,480 |
Amount % ( 312 ) - ( 910) - 38,207 - ( 71,262 ) - ( 3,182 ) - 14,619 - ( 59,825) - ( 21,618) - (Continued) |
% | |||||
( |
- 19 -
| Code 8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) 9710 Basic 9810 Diluted |
2020 | % 14 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 2,156,298 $ 5.58 $ 5.57 |
Amount $ 376,359 $ 1.16 $ 1.15 |
% | ||||||
| 2 |
The accompanying notes are an integral part of the consolidated financial statements.
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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Code A1 BALANCE AT JANUARY 1, 2019 A3 Effect of retrospective application A5 BALANCE AT JANUARY 1, 2019 AS RESTATED Appropriation of 2018 earnings B1 Legal reserve B5 Cash dividends distributed by the Company B9 Share dividends distributed by the Company T1 Changes in capital surplus D1 Net profit for the year ended December 31, 2019 D3 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2019 Z1 BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings B1 Legal reserve B5 Cash dividends distributed by the Company B9 Share dividends distributed by the Company T1 Changes in capital surplus D1 Net profit for the year ended December 31, 2020 D3 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2020 Z1 BALANCE AT DECEMBER 31, 2020 |
Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Total $ 16,733 ) - 16,733 ) - - - - - 24,333) 24,333) 41,066 ) - - - - - 237,052 237,052 $ 195,986 |
Total Equity | Total Equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Shares (In Thousands) Amount 327,652 $ 3,276,518 - - 327,652 3,276,518 - - - - 6,553 65,530 - - - - - - - - 334,205 3,342,048 - - - - 10,026 100,262 - - - - - - - - 344,231 $ 3,442,310 |
Capital Surplus | Total $ 779 - 779 - - - 31 - - - 810 - - - 6 - - - $ 816 |
Retained Earnings |
Total $ 731,393 3,054) 728,339 - 65,530 ) 65,530 ) - 397,977 2,715 400,692 997,971 - 100,261 ) 100,262 ) - 1,919,818 572) 1,919,246 $ 2,716,694 |
Other Equity | |||||||||||||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations ( $ 134,501 ) - ( 134,501 ) - - - - - ( 59,825) ( 59,825) ( 194,326 ) - - - - - 68,685 68,685 ($ 125,641) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ 117,768 - 117,768 - - - - - 35,492 35,492 153,260 - - - - - 168,367 168,367 $ 321,627 |
|||||||||||||||||||
Shares (In Thousands) 327,652 - 327,652 - - 6,553 - - - - 334,205 - - 10,026 - - - - 344,231 |
Long-Term Equity Investment $ 483 - 483 - - - 31 - - - 514 - - - 6 - - - $ 520 |
Unpaid Dividends $ 296 - 296 - - - - - - - 296 - - - - - - - $ 296 |
Legal Reserve $ 21,220 - 21,220 20,797 - - - - - - 42,017 39,764 - - - - - - $ 81,781 |
Special Reserve $ 308,061 - 308,061 - - - - - - - 308,061 - - - - - - - $ 308,061 |
Unappropriate d Earnings $ 402,112 ( 3,054) 399,058 ( 20,797 ) ( 65,530 ) ( 65,530 ) - 397,977 2,715 400,692 647,893 ( 39,764 ) ( 100,261 ) ( 100,262 ) - 1,919,818 ( 572) 1,919,246 $ 2,326,852 |
|||||||||||||||
( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
$ 3,991,957 3,054) 3,988,903 - 65,530 ) - 31 397,977 21,618) 376,359 4,299,763 - 100,261 ) - 6 1,919,818 236,480 2,156,298 $ 6,355,806 |
The accompanying notes are an integral part of the financial statements.
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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Profit before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Reversal of expected credit loss A20400 Net gain on fair value change of financial assets and liabilities at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profit of subsidiaries and associates A22500 Loss on disposal of property, plant and equipment A23200 Loss on disposal of property, plant and equipment, using equity method A23700 Reversal of write-down of inventories A23800 Impairment loss recognized on property, plant and equipment A24100 Net gain on foreign currency exchange A29900 Recognition of refund liabilities A30000 Changes in operating assets and liabilities A31115 Financial assets at fair value through profit or loss A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable from related parties A31180 Other receivables A31190 Other receivables from related parties |
2020 $ 2,481,989 203,757 2,042 ( 5,334 ) ( 22,139 ) 21,003 ( 33,052 ) ( 7,555 ) ( 56,841 ) 19,635 173 ( 359 ) 22,078 - 7,576 ( 32,379 ) ( 51,664 ) 62,381 9,367 12,190 5,989 |
2019 |
|---|---|---|
| $ 558,204 207,777 2,220 ( 6,888 ) ( 40,844 ) 51,091 ( 25,213 ) ( 4,617 ) ( 33,834 ) 667 - ( 55,133 ) 60,265 ( 2 ) 7,535 138,537 376,775 282,905 23,482 38,964 ( 3,798 ) |
(Continued)
- 22 -
| Code A31200 Inventories A31230 Prepayments and other current assets A32150 Accounts payable A32160 Accounts payable from related parties A32180 Other payables A32190 Other payables from related parties A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from (used in) operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES B00030 Proceeds from capital reduction of financial assets at fair value through other comprehensive income B00040 Purchase of financial assets at amortized cost B00050 Proceeds from disposal of available- for-sale financial assets B02700 Payments for property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B07600 Dividends received B09900 Recovery of the liquidated shares of investee company using the equity method BBBB Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Decrease in short-term borrowings |
2020 6,595 36,980 495,096 ( 324) 103,812 ( 3,883) 2,297 ( 29,618) 3,249,812 23,484 ( 21,835) ( 205,187) 3,046,274 - ( 149,263) 149,826 ( 136,966) 2,381 ( 254) 12,778 1,274 ( 120,224) ( 1,014,593) |
2019 |
|---|---|---|
| 467,766 ( 52,310) ( 242,079) 432 522 434 ( 12,680) ( 28,527) 1,711,651 18,554 ( 51,604) ( 75,869) 1,602,732 3,827 ( 126,659) 219,799 ( 93,197) 2,166 ( 155) 19,683 - 25,464 ( 791,621) (Continued) |
- 23 -
| Code C00500 Decrease in short-term bills payable C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C04020 Repayment of the principal portion of lease liabilities C04300 Increase (decrease) in other non- current liabilities C04500 Cash dividends CCCC Net cash used in financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES EEEE NET INCREASE IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 2019 |
|---|---|
| - ( 20,000 ) 1,000,000 850,000 ( 1,700,000 ) ( 850,000 ) ( 4,463 ) ( 4,416 ) 418 ( 1,253 ) ( 99,946) ( 65,501) ( 1,818,584) ( 882,791) 39,022 ( 36,058) 1,146,488 709,347 1,312,018 602,671 $ 2,458,506 $ 1,312,018 |
The accompanying notes are an integral part of the financial statements.
Notice to Readers:
The Interim consolidated financial statement (Chinese version) of our company is reviewed by the CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Taita Chemical Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taita Chemical Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Basis for Opinion
We conducted our audit of the financial statements for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020 and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The 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 for 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 financial statements for the
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year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters identified in the Company’s financial statements for the year ended December 31, 2020 are stated as follows:
Allowance for Impairment Loss of Accounts Receivable
As of December 31, 2020, the carrying amount of notes and accounts receivable were NT$1,471,593 thousand (i.e., the gross amount of notes and accounts receivable of NT$1,525,324 thousand with a deduction of allowances for impairment of NT$53,731 thousand) which accounted for 16% of the total assets. The Company’s estimation of expected credit loss is based on customers’ credit quality, the Company’s historical experience, existing market conditions and forward looking estimates. The estimation of expected credit loss involves critical judgment and estimation uncertainty. Thus, we identified the estimation of allowance for impairment loss of notes and accounts receivable as one of the key audit matters.
For the significant accounting policies and critical accounting judgments and key sources of estimation uncertainty related to the estimation of allowance for impairment loss of accounts receivable, refer to Notes 4, 5 and 10 to the consolidated financial statements.
We performed the corresponding audit procedures, for the estimation of allowance for impairment loss of accounts receivable, as follows:
-
We understood and evaluated the Company’s internal control procedures on the allowance for impairment loss of accounts receivable.
-
We evaluated the reasonableness of classification and allowance percentage for credit losses, which were assumed by the management’s judgment on customers’ credit quality, aging schedule of notes and accounts receivable and the amount overdue. We sampled and inspected the aging schedule of notes and accounts receivable to verify the correctness and reasonableness of the computation, and we also compared the distribution of the aging schedule of notes and accounts receivable between the current year and the previous year.
-
We examined the amounts written off during the current year and the previous year and also checked the amounts received in the subsequent period to evaluate the recoverability of accounts receivable.
-
26 -
Sales revenue recognition for specific products
The Comapny's sales volume and gross profit of general-purpose polystyrene (GPS) have continued to grow in the past three years. The sales revenue of the GPS in 2020 was NT$2,924,936 thousand, accounting for approximately 27% of the annual stand-alone sales revenue. Whether the sales revenue of the GPS is correctly recognized while fulfilling the contract obligation has a significant impact on the Company’s stand-alone financial statement. Thus, we identified the estimation of sales revenue recognition as one of the key audit matters.
For the significant accounting policies and relevant disclosed information related to the sales revenue recognition, refer to Notes 4 and 23 of the standalone financial statements.
We performed the corresponding audit procedures, for the authenticity of sales revenue recognition of specific products, as follows:
-
We understood and evaluated the Company’s internal control procedures effectiveness on the revenue recognition, as well as the appropriateness of the revenue recognition accounting policies adopted by the management.
-
We sampled and audited the transaction documents related to the sales revenue, including purchase orders, shipping orders, export documents and payment information, to confirm the authenticity of the sales revenue recognition.
-
We examined the occurrence of sales returns and discounts after the balance sheet dates, and checked for any abnormalities in the payment collection after the balance sheet dates.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
-
28 -
audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.
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Deloitte & Touche Taipei, Taiwan Republic of China
March 22, 2021
Notice to Readers:
The Interim consolidated financial statement (Chinese version) of our company is reviewed by the CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.
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TAITA CHEMICAL CO., LTD. BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
| Code 1100 1110 1136 1150 1170 1180 1200 1210 1220 130X 1410 11XX 1517 1550 1600 1755 1760 1780 1840 1900 15XX 1XXX C o d e 2100 2120 2170 2180 2200 2220 2230 2280 2365 2399 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 9 and 30) Notes receivable (Notes 4 and 10) Accounts receivable (Notes 4, 5 and 10) Accounts receivable from related parties (Notes 4, 5, 10 and 29) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4, 10 and 29) Current tax assets (Notes 4 and 25) Inventories (Notes 4, 5 and 11) Prepayments and other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4, 5 and 12) Property, plant and equipment (Notes 4, 5, 13, 17, 29 and 30) Right-of-use assets (Notes 4, 5, 14 and 29) Investment properties (Notes 14, 15, 17 and 30) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4, 5 and 25) Other non-current assets (Note 30) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Financial liabilities at fair value through profit or loss (FVTPL) - current (Notes 4 and 7) Accounts payable (Note 18) Accounts payable from related parties (Notes 18 and 29) Other payables (Note 19) Other payables from related parties (Note 29) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4, 14 and 29) Refund liabilities - current (Note 20) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 13, 15, 17 and 30) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4, 14 and 29) Net defined benefit liabilities - non-current (Note 21) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 22) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
(In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Amount % Amount % $ 365,769 4 $ 89,730 1 361,424 4 306,472 4 3,000 - 3,000 - 41,267 - 28,859 - 1,427,481 16 1,377,661 20 2,845 - 67,009 1 48,732 1 61,195 1 266,680 3 287,197 4 - - 2,560 - 572,238 6 546,083 8 64,686 1 60,494 1 3,154,122 35 2,830,260 40 341,491 4 209,299 3 3,491,198 39 1,907,096 27 1,777,067 20 1,836,939 26 46,194 - 50,813 1 108,178 1 108,178 2 5,406 - 7,448 - 61,139 1 73,866 1 23,999 - 23,738 - 5,854,672 65 4,217,377 60 $ 9,008,794 100 $ 7,047,637 100 $ 150,000 2 $ 420,000 6 434 - - - 1,101,978 12 606,900 9 498 - 822 - 331,379 4 230,027 3 4,178 - 7,623 - 321,203 3 34,467 1 4,514 - 4,464 - 879 - 909 - 20,827 - 18,695 - 1,935,890 21 1,323,907 19 300,000 3 1,000,000 14 170,735 2 144,973 2 42,938 1 47,451 1 201,796 2 229,914 3 1,629 - 1,629 - 717,098 8 1,423,967 20 2,652,988 29 2,747,874 39 3,442,310 39 3,342,048 48 816 - 810 - 81,781 1 42,017 1 308,061 3 308,061 4 2,326,852 26 647,893 9 2,716,694 30 997,971 14 195,986 2 ( 41,066) ( 1) 6,355,806 71 4,299,763 61 $ 9,008,794 100 $ 7,047,637 100 |
|
|---|---|---|---|---|---|---|---|---|
| Amount $ 365,769 361,424 3,000 41,267 1,427,481 2,845 48,732 266,680 - 572,238 64,686 3,154,122 341,491 3,491,198 1,777,067 46,194 108,178 5,406 61,139 23,999 5,854,672 $ 9,008,794 $ 150,000 434 1,101,978 498 331,379 4,178 321,203 4,514 879 20,827 1,935,890 300,000 170,735 42,938 201,796 1,629 717,098 2,652,988 3,442,310 816 81,781 308,061 2,326,852 2,716,694 195,986 6,355,806 $ 9,008,794 |
Amount $ 89,730 306,472 3,000 28,859 1,377,661 67,009 61,195 287,197 2,560 546,083 60,494 2,830,260 209,299 1,907,096 1,836,939 50,813 108,178 7,448 73,866 23,738 4,217,377 $ 7,047,637 $ 420,000 - 606,900 822 230,027 7,623 34,467 4,464 909 18,695 1,323,907 1,000,000 144,973 47,451 229,914 1,629 1,423,967 2,747,874 3,342,048 810 42,017 308,061 647,893 997,971 41,066) 4,299,763 $ 7,047,637 |
% | ||||||
| ( | ( | 1 4 - - 20 1 1 4 - 8 1 40 3 27 26 1 2 - 1 - 60 100 6 - 9 - 3 - 1 - - - 19 14 2 1 3 - 20 39 48 - 1 4 9 14 1) 61 100 |
The accompanying notes are an integral part of the financial statements.
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TAITA CHEMICAL CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code 4100 NET REVENUE (Notes 4, 20, 23 and 29) 5110 COST OF GOODS SOLD (Notes 11, 21, 24 and 29) 5900 GROSS PROFIT 5910 UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES OPERATING EXPENSES (Notes 10, 21, 24 and 29) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 7, 12, 15, 24 and 29) 7100 Interest income 7010 Other income 7020 Other gains and losses 7070 Share of profit of subsidiaries and associates 7510 Finance costs |
2020 | ||
|---|---|---|---|
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| Code 7000 Total non- operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Note 25) 8200 NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE LOSS (Notes 8, 12, 21, 22 and 25) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans 8316 Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income |
2020 | % 6 21 3 18 - 1 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount % 156,968 1 460,975 4 62,998 1 397,977 3 3,785 - 29,523 - (Continued) |
% | |||||||
- 33 -
| Code 8320 Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method - unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of the other comprehensive income (loss) of associates accounted for using the equity method - remeasurement of defined benefit plans 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations 8371 Share of the other comprehensive loss of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations |
2020 | % - - - 1 1 - |
2019 | ||||
|---|---|---|---|---|---|---|---|
| Amount 36,175 628 300 167,795 85,738 95 |
Amount % 6,121 - ( 312 ) - ( 910) - 38,207 - ( 73,095 ) - ( 1,349 ) - (Continued) |
% | |||||
- 34 -
| Code 8390 Income tax relating to items that may be reclassified subsequently to profit or loss 8300 Other comprehensive loss for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) 9710 Basic 9810 Diluted |
2020 | % - 1 2 20 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 17,148) 68,685 236,480 $ 2,156,298 $ 5.58 $ 5.57 |
Amount 14,619 59,825) 21,618) $ 376,359 $ 1.16 $ 1.15 |
% | ||||||
| ( |
( ( |
- - - 3 |
The accompanying notes are an integral part of the financial statements.
- 35 -
TAITA CHEMICAL CO., LTD. STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Code A1 BALANCE AT JANUARY 1, 2019 A3 Effect of retrospective application A5 BALANCE AT JANUARY 1, 2019 AS RESTATED Appropriation of 2018 earnings B1 Legal reserve B5 Cash dividends distributed by the Company B9 Share dividends distributed by the Company T1 Changes in capital surplus D1 Net profit for the year ended December 31, 2019 D3 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2019 Z1 BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings B1 Legal reserve B5 Cash dividends distributed by the Company B9 Share dividends distributed by the Company T1 Changes in capital surplus D1 Net profit for the year ended December 31, 2020 D3 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2020 Z1 BALANCE AT DECEMBER 31, 2020 |
Share Capital (Note 22) Shares (in thousands) Amount 327,652 $ 3,276,518 - - 327,652 3,276,518 - - - - 6,553 65,530 - - - - - - - - 334,205 3,342,048 - - - - 10,026 100,262 - - - - - - - - 344,231 $ 3,442,310 |
Share Capital (Note 22) Shares (in thousands) Amount 327,652 $ 3,276,518 - - 327,652 3,276,518 - - - - 6,553 65,530 - - - - - - - - 334,205 3,342,048 - - - - 10,026 100,262 - - - - - - - - 344,231 $ 3,442,310 |
Capital Surplus (Note 22) | Capital Surplus (Note 22) | Capital Surplus (Note 22) | Capital Surplus (Note 22) | Total $ 779 - 779 - - - 31 - - - 810 - - - 6 - - - $ 816 |
Retained Earnings (Note and 22) | Retained Earnings (Note and 22) | Retained Earnings (Note and 22) | Total $ 731,393 3,054) 728,339 - 65,530 ) 65,530 ) - 397,977 2,715 400,692 997,971 - 100,261 ) 100,262 ) - 1,919,818 572) 1,919,246 $ 2,716,694 |
Other Equity (Note 22) | Other Equity (Note 22) | Other Equity (Note 22) | Total $ 16,733 ) - 16,733 ) - - - - - 24,333) 24,333) 41,066 ) - - - - - 237,052 237,052 $ 195,986 |
Total Equity | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating the Financial Statements of Foreign Operations ( $ 134,501 ) - ( 134,501 ) - - - - - ( 59,825) ( 59,825) ( 194,326 ) - - - - - 68,685 68,685 ($ 125,641) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensiv e Income $ 117,768 - 117,768 - - - - - 35,492 35,492 153,260 - - - - - 168,367 168,367 $ 321,627 |
||||||||||||||||||||
| Shares (in thousands) 327,652 - 327,652 - - 6,553 - - - - 334,205 - - 10,026 - - - - 344,231 |
Long-Term Equity Investment $ 483 - 483 - - - 31 - - - 514 - - - 6 - - - $ 520 |
Unpaid Dividends $ 296 - 296 - - - - - - - 296 - - - - - - - $ 296 |
Legal Reserve $ 21,220 - 21,220 20,797 - - - - - - 42,017 39,764 - - - - - - $ 81,781 |
Special Reserve $ 308,061 - 308,061 - - - - - - - 308,061 - - - - - - - $ 308,061 |
Unapropriated Earningns $ 402,112 ( 3,054) 399,058 ( 20,797 ) ( 65,530 ) ( 65,530 ) - 397,977 2,715 400,692 647,893 ( 39,764 ) ( 100,261 ) ( 100,262 ) - 1,919,818 ( 572) 1,919,246 $ 2,326,852 |
||||||||||||||||
( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
$ 3,991,957 3,054) 3,988,903 - 65,530 ) - 31 397,977 21,618) 376,359 4,299,763 - 100,261 ) - 6 1,919,818 236,480 2,156,298 $ 6,355,806 |
The accompanying notes are an integral part of the financial statements.
- 36 -
TAITA CHEMICAL CO., LTD. STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Profit before income tax Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss (reversed) A20400 Net gain on fair value change of financial assets and liabilities at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profit of subsidiaries and associates A22500 Loss on disposal of property, plant and equipment A23200 Loss on disposal of property, plant and equipment, using equity method A23700 Reversal of write-down of inventories A23900 Unrealized gain on the transactions with subsidiaries A29900 Recognition of refund liabilities A30000 Changes in operating assets and liabilities A31115 Financial assets at fair value through profit or loss A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable from related parties A31180 Other receivables A31190 Other receivables from related parties A31200 Inventories |
2020 $ 2,258,413 166,325 2,042 ( 238 ) ( 22,139 ) 10,802 ( 1,755 ) ( 7,555 ) ( 670,387 ) 51 173 ( 326 ) 419 7,576 ( 32,379 ) ( 12,408 ) ( 57,188 ) 64,164 12,465 20,517 ( 25,829 ) |
2019 |
|---|---|---|
| $ 460,975 164,841 2,220 672 ( 40,844 ) 24,191 ( 9,963 ) ( 4,617 ) ( 124,044 ) 8 - ( 21,019 ) 1,123 7,535 138,591 24,376 104,022 88,414 39,180 ( 110,365 ) 134,461 |
(Continued)
- 37 -
| Code 2020 A31230 Prepayments and other current assets ( 4,192 ) A32150 Accounts payable 495,078 A32160 Accounts payable from related parties ( 324 ) A32180 Other payables 99,861 A32190 Other payables from related parties ( 3,881 ) A32230 Other current liabilities 2,132 A32240 Net defined benefit liabilities ( 29,618) A33000 Cash generated from operations 2,271,799 A33100 Interest received 1,753 A33300 Interest paid ( 11,029 ) A33500 Income tax paid ( 27,658) AAAA Net cash generated from (used in) operating activities 2,234,865 CASH FLOWS FROM INVESTING ACTIVITIES B00030 Proceeds from capital reduction of financial assets at fair value through other comprehensive income - B02700 Payments for property, plant and equipment ( 100,046 ) B03700 Increase in refundable deposits ( 261 ) B07600 Dividends received 12,778 B09900 Recovery of the liquidated shares of investee company using the equity method 1,274 BBBB Net cash used in investing activities ( 86,255) CASH FLOWS FROM FINANCING ACTIVITIES C00200 Decrease in short-term borrowings ( 270,000 ) C00600 Decrease in short-term bills payable - C01600 Proceeds from long-term borrowings 1,000,000 C01700 Repayments of long-term borrowings ( 1,700,000 ) C04020 Repayment of the principal portion of lease liabilities ( 4,463 ) |
2019 |
|---|---|
| ( 2,236 ) ( 26,011 ) 432 12,091 645 ( 13,224 ) ( 28,527) 822,927 9,964 ( 24,810 ) ( 822) 807,259 505 ( 71,870 ) ( 158 ) 19,683 - ( 51,840) ( 660,000 ) ( 20,000 ) 850,000 ( 850,000 ) ( 4,416 ) (Continued) |
- 38 -
| Code C04300 Increase in other non-current liabilities C04500 Cash dividends C05400 Acquisition of subsidiary shares CCCC Net cash used in financing activities EEEE NET INCREASE IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 - ( 99,946 ) ( 798,162) (1,872,571) 276,039 89,730 $ 365,769 |
2019 |
|---|---|---|
| 600 ( 65,501 ) - ( 749,317) 6,102 83,628 $ 89,730 |
The accompanying notes are an integral part of the financial statements.
Notice to Readers:
The Interim consolidated financial statement (Chinese version) of our company is reviewed by the CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.
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Matters for Ratification and Discussion (I):
Proposal 2
Proposed by the Board
To ratify 2020 earnings distribution.
Description: 1. In 2020, the earnings after tax was NT$1,919,246,078. After appropriating NT$191,924,608 as the legal reserve, the distributable net profit of 2020 is NT$1,727,321,470. By the end of 2020, the accumulated distributable earnings is NT$2,134,927,604 and will be distributed as follows:
-
(1) Cash dividend : NT$688,462,076, i.e. NT$2 per share.
-
(2) Stock dividend:NT$344,231,030, i.e. NT$1 per share, or 100 shares per 1,000 shares.
The unappropriated earnings after distribution will be NT$1,102,234,498.
-
Please refer to p.42, “Profit Distribution Table”, for details.
-
According to this proposal, the profit of 2020 will first be distributed, and the
-
40 -
insufficiency will be distributed from the profit of previous years.
-
The cash dividends allocated to each shareholder shall be rounded down to a whole dollar amount of New Taiwan Dollars, and the total amount of allocation will be subject to the actual amount allocated.
-
Please authorize the Chairman to set a target date for the distribution of cash dividends after the adoption of this proposal.
Resolution:
- 41 -
Taita Chemical Company, Limited 2020 Profit Distribution Table
| expressed in NTD | |
|---|---|
| Net profit before tax of 2020 | 2,258,413,367 |
| Less: Income tax | (338,595,177) |
| Net profit of 2020 | 1,919,818,190 |
| Less: Retained earnings adjusted for investments made | |
| under the equity method | (1,199,104) |
| Add: Retained earnings adjusted for the defined benefit | |
| plan after re-measurement. | 626,992 |
| Net Profit after tax of 2020 | 1,919,246,078 |
| Less: Legal reserve | (191,924,608) |
| Distributable net profit of 2020 | 1,727,321,470 |
| Add: Beginning unappropriated earnings | 407,606,134 |
| Accumulated distributable earnings at the end of 2020 | 2,134,927,604 |
| Distributable items: | |
| (total number of issued shares: 344,231,038) | |
| Cash:NT$2.0 per share | 688,462,076 |
| Stock:NT$1.0 per share | 344,231,030 |
| Total amount of distribution | 1,032,693,106 |
| Unappropriated earnings at the end of 2020 transferred | |
| to the next year | 1,102,234,498 |
Chairman:Wu, Yih-Guei
President:Wu, Pei-Chi
Chief Accounting Office:Lin, Jin-Cai
- 42 -
Matters for Ratification and Discussion (I):
Proposal 3
Proposed by the Board
To approve the capitalization on stock dividends. Description 1. To enrich operating capital, this proposal is made to have the stock dividends NT$344,231,030 to be issued 344,231,030 new shares, par value at NT$10 per share, to increase capital NT$34,423,103.
-
Currently the paid-in capital is NT$3,442,310,380 divided into 344,231,038 shares. After issuing new shares to increase capital, the paid-in capital will be NT$3,786,541,410 divided into 378,654,141 shares.
-
The Board will set another target day for the issuance of stock dividend in this proposal. The dividend at 100 shares per 1,000 shares for the increased shares are determined based on the stake of shareholders registered in the List of Shareholders on the target day. Shareholders holding fractional shares after the increase may arrange to combine such shares together to meet the distribution requirements. The Chairman is
-
43 -
authorized to contact specified person(s) to subscribe the uncombined fractional shares that are not combined at the face value and distribute such dividends in cash.
-
The rights and obligations of the new shares will be the same as all issued shares.
-
Should the terms and conditions of this proposal be requested to alter by the competent authority, it is proposed that the Board of Directors be authorized to take all required actions accordingly.
-
Please vote.
Resolution:
- 44 -
Matters for Ratification and Discussion (I): Proposal 4
Proposed by the Board
To approve the amendment to part of the “Parliamentary Rules for Shareholders’ Meetings”.
Description: 1. Part of the “Parliamentary Rules for Shareholders’ Meetings” is amended for reference to the revised sample template for “XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” based on the announcement of the Taiwan Stock Exchange and for the purpose of cooperating with the company’s current practice.
- The amendment to the “Parliamentary Rules for Shareholders’ Meetings” is shown in the next page.
Resolution:
- 45 -
Taita Chemical Company, Limited
The Amendment to the “Parliamentary Rules for Shareholders’ Meetings”
| After amendment | Before amendment |
|---|---|
| Article 3 (Convening shareholders meetings and shareholders meeting notices) (omitted) Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation, any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act and Articles 56-1 and 60-2 |
Article 3 (Convening shareholders meetings and shareholders meeting notices) (omitted) Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation,orany matter under Article 185, paragraph 1 of the Company Act shall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion.The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice. (omitted) |
of Regulations Governing the Offering and Issuance of Securities by Securities Issuersshall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion. (omitted) |
|
authority in charge of securities |
|
or the company, and such |
|
be indicated in the |
|
| (omitted) | |
| Article 9 (omitted) The chair shall call the meeting to order at the appointed meeting time, and announce relevant information of the number of non-voting shares and the number of shares in attendance, etc. However,when the attending |
Article 9 (omitted) The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair mayannounce apostponement, |
- 46 -
| shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (omitted) |
provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (omitted) |
|---|---|
| Article 11 (Shareholder speech) (omitted) Report Items and matters unrelated to the proposals will not be put into discussion or vote.Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed3minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. (omitted) |
Article 11 (Shareholder speech) (omitted) Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed5minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. (omitted) |
| Article 14 (Election) The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the names not-elected as directors and the number |
Article 14 (Election) The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. (omitted) |
| of votes obtained. (omitted) |
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III.Elections
Proposed by the Board
To elect nine directors.
-
Description:1.The term of all directors of the current board will expire on June 21, 2021, please elect another nine directors (including four independent directors) in accordance with the Articles of Incorporation.
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The candidate nomination system shall apply. AGM shall elect directors from the candidate list. Please refer to the table in the next page for the names, education, and experience of candidates.
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All new directors will take up their office immediately after the election for a term of three years, i.e. from May 31, 2021 to May 30, 2024.
Results:
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Taita Chemical Company, Limited
List of Candidates for Directorial Election (including independent directors)
| No. | A/C No. | Stake |
Name | Citizen ID No. | Major Education/Experience |
Major Current Position | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 84849 | 126,634,858 | Union Polymer International Investment Corporation : Wu, Yi-Gui |
— | College graduated Chairman: USI Corporation、Asia Polymer Corporation、China General Plastics Corp.、Taita Chemical Co., Ltd.、Acme Electronics Corporation、USI Optronics Corporation、Swanson Plastics Corporation CTCI Corporation Executive Director Chinese National Federation of Industries Executive Supervisors |
Chairman: USI Corporation、Asia Polymer Corporation、China General Plastics Corp.、Taita Chemical Co., Ltd.、Acme Electronics Corporation、USI Optronics Corporation、Swanson Plastics Corporation CTCI Corporation Director Chinese National Federation of Industries Executive Director |
Director Candidate |
| 2 | 84849 | 126,634,858 | Union Polymer International Investment Corporation : Wu, Pei-Ji |
— | Tunghai University Dow Chemical Director, Asia Pacific Packaging & Specialty Plastics Value Chain, Business Development & Sustainability. Commercial Director, Asia Pacific PU & Systems. General Manager, Asia Pacific Thermosets. Sales Director, Greater China Basic Plastics. Product Manager, Asia Pacific Engineering Plastics, Compounds & Blends. |
Director & President:Taita Chemical Co., Ltd.、Asia Polymer Corporation |
Director Candidate |
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| No. | A/C No. | Stake |
Name | Citizen ID No. | Major Education/Experience |
Major Current Position | Remarks |
|---|---|---|---|---|---|---|---|
| Marketing Manager, Asia Pacific Engineering Plastics. ESSO Taiwan Sales Engineer |
|||||||
| 3 | 103980 | 1,209,113 | USIFE Investment Co., Ltd.: Ma, Yi-kung |
— | RUTGERS-THE STATE UNIVERSITY Member of Control Yuan, 1999- 2005 &2008-2014. member of EPA’s Environmental Impact Assessment Comm. 1982- 1999 |
Chair-professor, Chung Hua University Director, USI Education Foundation |
Director Candidate |
| 4 | 103980 | 1,209,113 | USIFE Investment Co., Ltd.: Ying, Pao-Lo |
— |
MBA, Graduate School of Business, University of Chicago President, Taita Chemical Co., Ltd. Senior Vice President, USI Corporation President, Swanson Plastics Corporation Regional Director, Elf Lubricants (SEA) Pte. Ltd Managing Director, Elf Trading Asia Pte. Ltd Supply Manager, Crude Oil, Gulf Oil Trading Co Trading Manager, Refined Products,Gulf Oil TradingCo. |
Director, Taita Chemical Co., Ltd. |
Director Candidate |
| 5 | 84850 | 15,166,663 | Taiwan Union International Investment |
— | Chung Yuan Christian University Chemical Engineering Union Nylon Corporation China Phosphate Co.,Ltd |
Director: UPC Technology Corporation、Taita Chemical Company, Limited、Asia Polymer Corporation. |
Director Candidate |
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| No. | A/C No. | Stake |
Name | Citizen ID No. | Major Education/Experience |
Major Current Position | Remarks |
|---|---|---|---|---|---|---|---|
| Corporation : Ke,Yi-Shao |
Taiwan Synthetic Rubber Corporation |
General Manager: UPC Technology Corporation |
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| 6 | — | — | Chen, Tyan- Wen |
A12288XXXX | University of Southern California (MBA) Chase Manhattan Bank Assistant Treasurer Merrill Lynch Capital Markets Group Vice President The Capital Group Founder & Chairman Cathay Financial Holding Co., Ltd. Director |
Chia Shih Construction Co., Ltd. Chairman. Taiwan Secom Company Ltd. Independent Director Candidate Yeong Guan Energy Technology Group Company Limited Independent Director Candidate |
Independent Director Candidate |
| 7 | — | — | Way, Yung- Do |
A10214XXXX | MBA, The University of Georgia CEO & Managing Partner Deloitte Touche Taiwan Chairman, United Wayof Taiwan |
Chairman, YCSY Co., Ltd. | Independent Director Candidate |
| 8 | — | — | Lee, Kuo- Shiang |
A11035XXXX | The University of Chicago MBA National Taiwan University B.S of E.E. Quaker Oats Company International marketing supervisor Shiseido Co., Ltd. Inter 2ndTaipei Cosmetics Industry Association Chairman YPO Taipei Chapter Chairman |
Taiwan Shiseido Co., Ltd. Chairman Flelis International Inc. Chairman Hwa-Tsu Cosmetics Company Chairman Chinese National Federation of Industries Supervisor |
Independent Director Candidate |
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| No. | A/C No. | Stake |
Name | Citizen ID No. | Major Education/Experience |
Major Current Position | Remarks |
|---|---|---|---|---|---|---|---|
| 11th~12thTaiwan Cosmetics Industry Association Director-General 6th~11thChinese National Federation of Industries Director of Supervisor |
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| 9 | — | — | James Yuan | J10076XXXX | Academic History, Juris Doctor, Rutgers The State University, School of Law Major Working Experiences, Vice President/General Counsel MiTAC International Company Group |
President, Taiwan Technology Industry Legal Officers Association Associate Professor, Soochow University |
Independent Director Candidate |
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IV.Matters for Discussion (II)
Proposed by the Board To approve the permission of directors for competitive actions
Description:1. While some new directors may engage in or operate a business similar to or within the scope of the Company’s business, subject to no harm to the interests of the Company, it is proposed to allow such acts in accordance with Article 209 of the Company Act.
- The competitive actions in which new directors engage are shown in the next page.
3. Please vote.
Resolution:
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Taita Chemical Company, Limited Directors ' Engagement in Competitive Business Table
On the day of being elected, some directors of this Company engage in the following business items that are within the scope of business of this Company:
Union Polymer International Investment Corporation
| ASIA Polymer Corporation | China General Plastics Corporation | |
|---|---|---|
| SIFE Investment Co., Ltd. | ||
| Swanson Technologies Corporation | Taiwan United Venture Management | |
| Corporation |
USIFE Investment Co., Ltd.
Taiwan Union International Investment Corporation
ASIA Polymer Corporation
Wu, Yi-Gui ( Representative of Union Polymer International Investment Corporation )
| A.S. Holdings(UK)Limited | Director | Swanlake Traders Ltd. | Director | |
|---|---|---|---|---|
| Acme Components (Malaysia) Sdn. Bhd. |
Director | Swanson International Limited | Director | |
| Swanson Plastics (India) Private Limited |
Director | |||
| Acme Electronics (Cayman) Corp. |
Chairman | |||
| Swanson Plastics (Malaysia) Sdn. Bhd. |
Director | |||
| Acme Ferrite Products Sdn. Bhd. | Director | |||
| APC(BVI)HoldingCo., Ltd. | Director | Swanson Plastics (Singapore) Pte. Ltd. |
Director |
|
| CGPC(BVI)HoldingCo., Ltd. | Director | |||
| CGPC America Corporation | Director | Taita(BVI)HoldingCo., Ltd. | Director | |
| Curtana CompanyLimited | Director | USI International Corporation | Director | |
| Cypress Epoch Limited | Director | Chinese National Federation of Industries |
Executive Director |
|
| Dynamic Ever Investments Ltd. | Director | |||
| President | CTCI Corporation | Director | ||
| Ever Victory Global Limited | Director | USIG(Shanghai)Co., Ltd. | Director | |
| President | USI (Hong Kong) Company Limited |
Director | ||
| Ever Conquest Global Limited | Director | |||
| Forever YoungCo., Ltd. | Director | USI Optronics Corporation | Chairman | |
| Golden Amber Enterprises Ltd. | Director | USIFE Investment Co., Ltd. | Chairman | |
| PT. Swanson Plastics Indonesia | Director | Chairman |
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| USI Management Consulting Corp. |
President | Swanson Technologies Corporation |
Chairman | |
|---|---|---|---|---|
| Taiwan VCM Corporation | Director | Swanson Plastics (Tianjin) Co., Ltd. |
Director | |
| USI CORPORATION | Chairman | |||
| APC Investment Corporation | Chairman | Swanson Plastics (Kunshan) Co., Ltd |
Director | |
| ASIA Polymer Corporation | Chairman | |||
| ChongLoongTradingCo. Ltd. | Chairman | Swanson Plastics Corporation | Chairman | |
| USI Education Foundation | Chairman | Emerald Investment Corporation | Director | |
| China General Plastics Corp. | Chairman | KHL Venture Capital Co., Ltd. | Director | |
| CGPC Polymer Corporation | Chairman | Fujian Gulei Petrochemical Co., Ltd. |
Chairman | |
| Acme Electronics Corporation | Chairman | |||
| ACME Electronics (Kunshan) Co., Ltd. |
Director | Taiwan United Venture Capital Corp. |
Chairman | |
| ACME Electronics (Guangzhou) Co., Ltd. |
Director | Taiwan United Venture Management Corporation |
Chairman | |
| ASK-Swanson (Kunshan) CompanyLimited |
Director | Union Polymer International Investment Corporation |
Chairman | |
| President |
Wu, Pei-Ji ( Representative of Union Polymer International Investment Corporation )
| APC(BVI)HoldingCo., Ltd. Cypress Epoch Limited |
Director Director |
ASIA Polymer Corporation | Director President |
|
|---|---|---|---|---|
| Dynamic Ever Investments Ltd. | Director | ChongLoongTradingCo. Ltd. | Director | |
| Ever Conquest Global Limited | Director | USI Education Foundation | Director | |
| Ever VictoryGlobal Ltd. Taita(BVI)HoldingCo., Ltd. USI International Corporation |
Director Director Director |
China General Terminal & Distribution Company Swanson Technologies Corporation |
Director Director |
|
| USIG(Shanghai)Co., Ltd. | Director | Swanson Plastics Corporation | Director | |
| Taita Chemical (Zhong Shan) Co., Ltd. |
Chairman | Taiwan United Venture Capital Corp. |
Director | |
| Taita Chemical(Tianjin)Co., Ltd. | Chairman | INOMA CORPORATION | Director | |
| USI Management Consulting Corp. |
Director | USI Trading (Shanghai) Co., Ltd. | Chairman President |
|
| APC Investment Corporation | Director | ACME Electronics (Kunshan) Co., Ltd. |
Director |
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Ma, Yi-kung ( Representative of USIFE Investment Co., Ltd. )
USI Education Foundation Director
Ke, Yi-Shao ( Representative of Taiwan Union International Investment Corporation )
| Chairman | ||||
|---|---|---|---|---|
| APC (BVI) Holding Co., Ltd. Taita (BVI) Holding Co., Ltd. |
Director Director |
Taizhou Union Plastics Industry Co., Ltd. |
General Manager Chairman |
|
| UPC Chemicals (Malaysia) Sdn. Bhd. |
Director | Zhuhai Unicizers Industrial Co., Ltd. |
General Manager |
|
| UPCM Trading (Thailand) CompanyLimited |
Director | China General Terminal & Distribution Corporation |
Director | |
| UPCM Trading (Vietnam) CompanyLimited |
Director | Taiwan Union International Investment Corporation |
Chairman | |
| Zhongshan Union Trading Co., Ltd. |
Chairman General Manager |
Guangdong Union Logistics Co., Ltd. |
Chairman General Manager |
|
| Zhongshan Unicizers Industrial Co., Ltd. |
Chairman General Manager |
Panjin Union Chemical Industrial Co., Ltd. |
Chairman General Manager |
|
| Sichung Logistics Co., Ltd. | Chairman General Manager |
Panjin Union Materials Industry Co., Ltd. |
Chairman General Manager |
|
| Chairman | Chairman | |||
| Jiangsu Union Logistics Co. Ltd. | General | Panjin Union Logistics Co., Ltd. | General | |
| Manager | Manager | |||
| ASIA Polymer Corporation | Director | Director | ||
| Chairman | UPC Technology Corporation | General | ||
| Nanchong Unicizers Industrial Co., Ltd. |
General Manager |
Union Venture Capital Corp. | Manager Director |
|
| Taizhou Union Chemical Industry Co., Ltd. Taizhou Union Logistics Co., Ltd. |
Chairman General Manager Chairman General Manager |
LienHwa United LPG Co., Ltd. Zhenjiang Union Chemical Industry Co., Ltd. Zhenjiang Union Torch Estate Co., Ltd. |
Director Chairman General Manager Executive Director |
|
| Wei Chen Investment Co. | Chairman |
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Chen, Tyan-Wen ( Independent Director )
| Chen, Tyan-Wen(Independ | ent Director) | ||
|---|---|---|---|
| Chia Shih Construction Co., Ltd. |
Chairman | Yeong Guan Energy Technology Group CompanyLimited |
Independent Director |
| Taiwan Secom Company Ltd. |
Independent Director |
||
Way, Yung-Do ( Independent Director )
| Way, Yung-Do(Independe | nt Director) | ||
|---|---|---|---|
| YCSY Co., Ltd. | Director | Vanguard International Semiconductor Corporation |
Director |
| Cathay Financial Holding Co., Ltd. |
Independent Director |
||
| Cathay United Bank CompanyLimited |
Independent Director |
MiTAC Holdings Corporation |
Independent Director |
| Cathay Securities Corporation |
Independent Director |
Iron Force Industrial Co., Ltd. |
Director |
| Far Eastern Dept. Store, Ltd. |
Independent Director |
Lee, Kuo-Shiang ( Independent Director )
| Lee, Kuo-Shiang(Independ | ent Director) | ||
|---|---|---|---|
| Taiwan Shiseido Co., Ltd. | Chairman | Hwa-Tsu Cosmetics Company |
Chairman |
| Flelis International Inc. | Chairman |
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V. Extemporary Motions
VI. Meeting Adjournment
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Appendix 1
Taita Chemical Company, Limited Parliamentary Rules for Shareholders’ Meetings ( Before Amendment )
Amended on June 18, 2020
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
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.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and publi.
Election or dismissal of directors, amendments to the articles of incorporation,
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reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Ac shall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.
If re-election of the complete board of directors is listed as the purpose of a meeting of shareholders and the inauguration date is stated, after the completion of the board of directors, the inauguration date shall not be change by a motion or other means in the same meeting of shareholders.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission in writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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Article 4
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
(Principles determining the time and place of a shareholders meeting)
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 6
(Preparation of documents such as the attendance book)
This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7
(The chair and non-voting participants of a shareholders meeting)
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by the directors. The attendance shall be recorded in the meeting minutess.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8
(Documentation of a shareholders meeting by audio or video)
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10
(Discussion of proposals)
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Any extemporary motion(s) and/or the amendment(s) to the original proposal(s) shall be resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending
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shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. The time for voting shall be sufficient.
Article 11
(Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12
(Calculation of voting shares and recusal system)
Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not
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exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14
(Election)
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. This Corporation may distribute the
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meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results of resolution (including a record made of the vote); where there is an election of directors, shall record the number of the vote for each candidate who is nominated and the minutes shall be retained for the duration of the existence of this Corporation.
Article 16
(Public disclosure)
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
(Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
(Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time
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considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.
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Appendix 2 Taita Chemical Company, Limited Articles of Incorporation
Section 1. General Provisions
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Article 1: The Company is incorporated under the Company Act of the Republic of China and named “台達化學工業股份有限公司” and “TAITA CHEMICAL COMPANY, LIMITED” in English.
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Article 2: The scope of the Company’s business is specified as follows:
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Production and sales of Polystyrene resin and articles therefore.
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Production and sales of Acrylonitrile-butadiene-styrene (ABS) Copolymers.
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Production and sales of Styrene-acrylonitrile (SAN) Copolymers.
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Glasswool and articles therefore.
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Plastic resins and articles therefore.
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E303020 Noise and vibration restricting engineering.
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E801010 Building Maintenance and Upholstery.
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ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.
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Article 2-1: The Company’s total investment may be exempted from the restriction for no more than 40% of the paid-in capital prescribed by Article 13 of the Company Act.
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Article 2-2: The Company may make endorsement/guarantee externally due to the Company’s business needs or investment needs. The endorsement/guarantee shall be signed by the Chairman on behalf of the Company and comply with the Company’s operating procedure for making endorsement/guarantee.
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Article 3: The Company’s head office is situated in Taipi City, Taiwan, the R.O.C., and, when necessary and approved by boards' meeting, may set up branches and factories locally or overseas considered by the Company as adequate.
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Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
Section 2. Stocks
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Article 5: The total capital stock of the Company shall be in the amount of NT$4,000,000,000, divided into 400,000,000 common shares, at a par value of NT$10 per share, and may be issued in installments.
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Article 6: When issuing shares, this Company may be exempted from printing the stocks for such shares, provided that registration to and retention by a centralized securities depository enterprise shall be made. Printed stocks shall be registered stocks signed or stamped by the directors representing the Company. Such stocks shall be numbered, and certified by the law prior to issuance.
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Article 6-1: (Deleted) Article 7: The Company’s handling of it’s shareholders services shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” prescribed by the competent securities authority’s.
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Article 8: (Deleted) Article 9: (Deleted)
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Article 10: The transfer of shares shall not be registered within 60 days prior to the convening date of a general shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within five (5) days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.
Section 3. Shareholders’ Meeting
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Article 11: The Company’s shareholders’ meetings consist of the following:
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General shareholders’ meeting, shall be held once a year and within six (6) months after close of each fiscal year.
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Special shareholders’ meeting, may be convened pursuant to laws when necessary.
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Unless otherwise provided for in other laws, a shareholders’ meetings shall be convened by the Board of Directors.
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Article 12: Unless otherwise provided for in laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote. Where any shareholder fails to attend a shareholders’ meeting, he/she/it may appoint a proxy, pursuant to the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies”, to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.
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Article 13: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the shareholders present, who represent more than a majority of the total issued shares. The
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voting power at a shareholders' meeting of the Company may be exercised by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of electronic transmission shall be deemed to have attended said shareholders' meeting in person. The related matters shall be implemented in accordance with laws.
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Article 14: Unless otherwise provided in the Company Act, a shareholders’ meeting shall be chaired and convened by the Company’s Chairman of Board. Where the Chairman is absent, the Chairman shall appoint a proxy to act on behalf of him/her. A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.
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A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings.
Section 4. Directors and Audit Committee
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Article 15: The Board of Directors has 9 to 11 seats. The candidate nomination system shall apply to the directorial election for the meeting of shareholders to elect directors among the nominated candidates.
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Article 15-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.
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The professional qualifications, shares held, restrictions on concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be governed by the competent securities authority’s related regulations.
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Article 15-2: The Company shall establish an Audit Committee pursuant to the Securities and Exchange Act, which shall consist of all independent directors of the Company. The Audit Committee or the committee members shall be responsible for exercising a supervisor’s power prescribed by the Company Act, Securities and Exchange Act, and other related laws.
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Article 15-3: The Company’s Board of Directors may establish other functional committees. The articles of association thereof shall be established by the Board of Directors.
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Article 16: The Chairman of the Board of Directors shall be elected from
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among the directors by a majority vote at a directors' meeting attended by over two-thirds of the directors, pursuant to Article 208 of the Company Act. The Chairman of the Board of Directors shall externally represent the Company and shall implement the resolutions made by shareholders’ meetings and directors' meetings. A director may authorize another director to attend the directors’ meeting on behalf of him/her pursuant to Article 205 of the Company Act. It shall be stated the scope of authorization. A director may accept the appointment to act as the proxy of one other director only. The total shares of the Company’s registered share certificates held by the whole directors shall be no less than the proportion prescribed by the Securities and Exchange Act.
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Article 17: Unless otherwise provided for in laws or orders, directors’ meetings shall be convened and chaired by the Chairman. Where the Chairman is absent, the Chairman shall appoint a director to act on behalf of him/her. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Resolutions at a directors’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the directors at a meeting attended by a majority of the whole directors.
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Article 18: The functions of the Board of Directors:
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Decide the business policy;
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Review budget and final accounts;
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Review important regulations;
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Draft the allocation of earnings or covering of loss;
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Draft the increase or decrease in capital;
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Exercise the powers granted pursuant to laws and Articles of Incorporation and by a shareholders’ meeting.
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Article 19: The convener shall notify each director of the agenda within seven (7) days prior to the meeting. However, in the case of emergency, the meeting may be convened at any time.
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A directors’ meeting may be convened in writing or by electronic transmission.
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Article 20: The amounts of remuneration to directors shall be determined by the directors' meeting based on the rate prevailing in fellow companies and the directors’ participation in and contribution to the Company’s operation, regardless of whether or not the Company operates of profit. If a director serves other position
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concurrently in the Company, he/she may be remunerated with salary according to general standard.
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Article 21: The Board of Directors has set up a Secretariat of the Board dedicated to handling the affairs related to the Board of Directors.
Section 5. Managerial Personnel and Personnel
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Article 22: Job title, appointment, discharge and remuneration of the Company’s managerial personnel, if any, shall be decided by a majority of the directors present at a meeting attended by a majority of the whole directors.
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Article 23: The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.
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Article 23-1: The Company may purchase liability insurance against the damages to be borne by directors and officers with respect to the scope of business carried out by them during their term of office.
Section 6. Final Accounts/ Allocation of Earnings
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Article 24: he Company’s fiscal year shall commence from January 1 until December 31 of each year. The Board of Directors shall prepare the following reports at the end of each fiscal year and send them to the general shareholders’ meeting for recognition:
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Business report;
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Financial statements;
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Motion for allocation of earnings or covering of loss.
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Article 25: If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.
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Said compensation to employees may be allocated in the form of shares or in cash, including the employees of parents or subsidiaries of the Company’s subsidiaries meeting certain specific requirements entitled to receive shares or cash. The specific requirements shall be defined by the Board of Directors. If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable earnings, if any, plus the accumulated
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unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business.
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As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.
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Article 26: The Company’s articles of association and enforcement rules thereof shall be established separately.
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Article 27: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.
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Article 28: The Articles of Incorporation was established on December 4, 1959. (following content omitted) 54th amendments hereto were made on June 24, 2019.
In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.
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Appendix 3
TAITA CHEMICAL COMPANY, LIMITED Rules for Election of Directors
- Amended on June 24, 2019
-
Article 1: The Company’s directors shall be elected in accordance with the Rules.
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Article 2: Election of the Company’s directors shall be conducted at a shareholders’ meeting.
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Article 3: Unless otherwise provided in related laws, the Company’s directors shall be elected by the shareholders' meeting from the name list of candidates.
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Article 4: Quota of the Company’s directors shall be based on the quota defined in the Company’s Articles of Incorporation and passed by the Board of Directors.
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Article 5: The election of the Company’s directors shall adopt an open cumulative voting system. In the process of electing directors at a shareholders' meeting. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. The votes which is cast on the site at the shareholders’ meeting. Attendance card numbers printed on the ballots may replace the names of voting shareholders. The voters’ equity shall be based on the Company’s roster of shareholders. Election of the Company’s independent directors and non-independent directors shall adopt the candidate nomination system referred to in Article 192-1 of the Company Act.
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Article 6: The Company’s independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elected. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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The votes referred to in Paragraph 1 shall be calculated based on the votes cast at the shareholders’ meeting plus e-votes.
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For the e-voting result referred to in the preceding paragraph, an entity which meets Article 44-6 of the Regulations Governing the
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Administration of Shareholder Services of Public Companies shall be commissioned to verify the shareholders’ identity and votes and certify the statistics of votes prior to the shareholders’ meeting.
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Article 7: The Board of Directors shall prepare ballots to be cast at the shareholders’ meeting. The ballots shall be affixed with the Company’s official seal, as well as the voters’ attendance card number and number of votes.
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For the election of the Company’s directors, shareholders may choose to exercise their voting right in electronic form or by balloting on the site.
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Shareholders who choose to exercise their voting right in an electronic form shall exercise the right on the e-voting platform designated by the Company.
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Article 8: The chairperson shall designate several monitoring and counting personnel prior to the election to perform their duty.
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Article 9: The ballot box and lot-drawing box at the shareholders’ meeting shall be prepared by the Company and inspected by the monitoring personnel openly before the voting or lot drawing.
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Article 10: The voters shall complete the relevant information based on the name list of candidates identified in the shareholders’ meeting handbook. Each ballot may enter only one candidate. When the candidate is a shareholder, please enter his/her account number and account name; otherwise, please enter the candidate’s name and ID No. When the candidate is a governmental organization or juristic person, the name of the governmental organization or juristic person shall be entered or both the name of the governmental organization or juristic person and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. Shareholders may enter their seals to replace completion of the information about candidates referred to in the preceding paragraph.
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Article 11: A ballot is invalid under any of the following circumstances at the shareholders’ meeting:
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I. The ballot adopted is not that prepared pursuant to the Rules.
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II. A blank ballot is placed in the ballot box.
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III. The writing is unclear and indecipherable.
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IV. Names and related information of the candidates, or the number of voting rights allotted is altered.
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V. The check shows that the information completed pursuant
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to the preceding Article is inconsistent with the information related to the nominated candidate.
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VI.Other words or marks are entered in addition to the information completed pursuant to the preceding Article and the number of voting rights allotted.
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VII. The candidate identified is not a candidate who is nominated, or the quota of candidates exceed the number of candidates to be elected.
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VIII. Total of voting rights allotted exceed the number of votes held by voters.
Where the shareholders exercise their votes in an electronic form, the invalid ballots shall be identified pursuant to the Rules and also the related laws promulgated by the competent authority.
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Article 12: Where the total of voting rights allotted are less than the number of votes held by the voters, the decreased votes shall be waived.
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Article 13: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the results of calculation of e-voting, shall be announced by the chairperson on the site.
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Article 14: The Company shall issue notifications to the persons elected as directors.
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Article 15: The ballots for the election cast on the site, together with the e- voting materials, shall be sealed with the signatures/seals of the monitoring personnel and kept by the Company in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 16: Any matters not covered herein shall be implemented in accordance with the Company Act, the Company’s Articles of Incorporation, and other related laws.
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Article 17: The Rules shall be enforced upon approval by a shareholders’ meeting. The same shall apply where the Rules are amended.
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Article 18. In the event of any matters not covered herein, the Chinese version shall apply.
In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.
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Appendix 4
Taita Chemical Company, Limited Stake of Directors
| Stake of Directors | ||
|---|---|---|
| Title | Name | Stake |
| Chairman | Wu, Yih-Guei (Representative of Union Polymer International Investment Corporation) |
126,634,858 |
| Director | Wu, Pei-Chi (Representative of Union Polymer International Investment Corporation) |
|
| Director | Ying, Pao-Lo (Representative of Union Polymer International Investment Corporation) |
|
| Director | Liu, Han-Tai (Representative of Union Polymer International Investment Corporation) |
|
| Director | Liu, Jen-Two (Representative of Union Polymer International Investment Corporation) |
|
| Director | Ko, Yi-Shaw (Representative of Taiwan Union International Investment Corporation) |
15,166,663 |
| Independent Director |
Ma, Yi-Kung | 0 |
| Independent Director |
Chen, Tyan-Wen | 0 |
| Independent Director |
James Yuan | 0 |
| Total Stake of Directors | 141,801,521 | |
| Stake byLaw of Directors | 13,769,241 |
Note: 1. The said stake is the number of shares registered in the List of
Shareholders dated by the book due date (April 2) of the 2021 AGM.
-
The total issued shares of TTC are 344,231,038 shares.
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Appendix 5
The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE : No estimates should be
disclosed as no finaincal forecast was made for 2021.
| Year Item |
Year Item |
Year Item |
2021 (Estimates) |
|---|---|---|---|
| Beginning paid-in capital | NT$3,442,310,380 | ||
| Stock dividend of the year (Note 1) |
Cash dividendper share | NT$2.0 | |
| Stock dividend per share for capitalization with earnings. |
0.1share |
||
| Stock dividend per share for capitalization with capital reserve. |
0share |
||
| Impact on business performance |
Operatingincome | N/A (Note 2) | |
| Rate of increase(decrease)of operatingincome YOY | |||
| Netprofit after tax | |||
| Rate of increase(decrease)of netprofit after tax YOY | |||
| EPS | |||
| Rate of increase(decrease)of EPS YOY | |||
| Average ROI (reciprocal of average price-earnings ratio (PER) |
|||
| Proposed EPS and PER |
If issuing dividends in cash for capitalization with earnings |
Proposed EPS | |
| Proposed annual average ROI | |||
| If no capitalization with legal reserve |
Proposed EPS | ||
| Proposed annual average ROI | |||
| If issuing dividends in cash for capitalization with earnings without capitalization with legal reserve |
Proposed EPS | ||
| Proposed annual average ROI |
Note 1: Dividend distribution for 2020 is shown according to the profit distribution proposal resolved by the Board on March 5, 2021.
Note 2: TTC does not conduct open financial forecast of any kind, and the
information relating to the impact on business performance, proposed EPS and PER are not applicable.
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-
The company shall present all basic assumptions for estimates or proposed data.
-
Proposed EPS for issuing dividends in cash for capitalization with earnings.
-
= [Net profit after tax – Imputed interest for cash dividends x (1 – Tax rate)] ÷ [Total Issued Shares by End of Year – Number of Shares with Dividends]*
-
Imputed interest for cash dividends* = Amount of capitalization with earnings x General interest rate for one-year loan.
-
Number of Shares with Dividends**: The number of shares increased from the stock dividends in the previous year.
-
Annual PER: Annual Average Market Price Per Share ÷ EPA in the Annual Financial Statement.
Chairman : Manager : Case Officer :
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Appendix 6
Description of shareholders proposals :
-
Referring to Article 172-1 of the Company Act: “Shareholder(s) holding one per cent (1%) or more of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of shareholders, provided that only one matter shall be allowed in each single proposal of not more than 300 words.”
-
The acceptance period of proposals from shareholders for the 2021 AGM is from March 26, 2021 to April 5, 2021. Such information was disclosed on the Market Observation Post System by law on March 16, 2021.
-
No proposal from shareholder was received during the said period.
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