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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

  • 1 -

Taita Chemical Company, Limited Procedure of the 2021 Annual General Meeting

of Shareholders

  1. Announcement of the Commencement of

the Meeting

2. Chairperson Takes Chair

  1. Opening Speech of the Chairperson

4. Report Items

  1. Matters for Ratification and Discussion (I)

6. Elections

7. Matter for Discussion (II)

8. Extemporary Motions

9. Adjournment

  • 2 -

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

  1. Report Items:

  2. (1) To report 2020 operating results.

  3. (2) To report Audit Committee's Review Reports of 2020 Financial Statement.

  4. (3) To report 2020 remuneration of directors and employees.

  5. Matters for Ratification and Discussion (I)

  6. (1) To ratify 2020 Business Report and Financial Statements.

  7. (2) To ratify 2020 earnings distribution.

  8. (3) To approve the capitalization on part of dividends.

  9. (4) To approve the amendment to the Parliamentary Rules for Shareholders’ Meetings.

  10. Elections

To elect nine directors.

4. Matters for Discussion (II)

To approve the permission of directors for competitive actions.

5. Extemporary Motions

  1. Adjournment

  2. 3 -

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.

  • 4 -

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

  • 5 -

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

  • 6 -

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

  • 7 -

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.

  1. 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.

  • 8 -

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.

  1. 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:

  • 9 -

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

  • 10 -

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.

  • We performed the corresponding audit procedures, for the estimation

  • of allowance for impairment loss of accounts receivable, as follows:

  • We understood and evaluated the Group’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

  • 11 -

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.

  1. 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.

  1. 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

  • 12 -

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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

  3. 13 -

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. 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.

  3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. 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.

  5. We communicate with those charged with governance regarding,

  6. 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

  • 14 -

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.

  • 15 -

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.

  • 16 -

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






  • 17 -
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)





  • 18 -
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.

  • 20 -

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.

  • 21 -

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.

  • 24 -

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

  • 25 -

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:

  1. We understood and evaluated the Company’s internal control procedures on the allowance for impairment loss of accounts receivable.

  2. 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.

  3. 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.

  4. 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:

  1. 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.

  2. 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.

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.

  • 27 -

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:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

  5. 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.

  1. 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.

  2. 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.

  • 29 -

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.

  • 30 -

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.

  • 31 -

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
  • 32 -
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.

  • 39 -

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.

  1. Please refer to p.42, “Profit Distribution Table”, for details.

  2. According to this proposal, the profit of 2020 will first be distributed, and the

  3. 40 -

insufficiency will be distributed from the profit of previous years.

  1. 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.

  2. 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.

  1. 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.

  2. 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

  3. 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.

  1. The rights and obligations of the new shares will be the same as all issued shares.

  2. 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.

  3. 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.

  1. 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)
  • 47 -

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.

  • 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.

  • 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:

  • 48 -

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
  • 49 -
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
  • 50 -
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
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
  • 51 -
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
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
  • 52 -

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.

  1. The competitive actions in which new directors engage are shown in the next page.

3. Please vote.

Resolution:

  • 53 -

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
  • 54 -
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
  • 55 -

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
  • 56 -

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
  • 57 -

V. Extemporary Motions

VI. Meeting Adjournment

  • 58 -

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,

  • 59 -

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.

  • 60 -

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.

  • 61 -

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.

  • 62 -

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

  • 63 -

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

  • 64 -

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.

  • 65 -

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

  • 66 -

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

  • 67 -

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.

  • 68 -

Appendix 2 Taita Chemical Company, Limited Articles of Incorporation

Section 1. General Provisions

  • 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.

  • Article 2: The scope of the Company’s business is specified as follows:

  • Production and sales of Polystyrene resin and articles therefore.

  • Production and sales of Acrylonitrile-butadiene-styrene (ABS) Copolymers.

  • Production and sales of Styrene-acrylonitrile (SAN) Copolymers.

  • Glasswool and articles therefore.

  • Plastic resins and articles therefore.

  • E303020 Noise and vibration restricting engineering.

  • E801010 Building Maintenance and Upholstery.

  • ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.

  • 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.

  • 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.

  • 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.

  • Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Section 2. Stocks

  • 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.

  • 69 -

  • 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.

  • 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.

  • Article 8: (Deleted) Article 9: (Deleted)

  • 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

  • Article 11: The Company’s shareholders’ meetings consist of the following:

  • General shareholders’ meeting, shall be held once a year and within six (6) months after close of each fiscal year.

  • Special shareholders’ meeting, may be convened pursuant to laws when necessary.

  • Unless otherwise provided for in other laws, a shareholders’ meetings shall be convened by the Board of Directors.

  • 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.

  • 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.

  • 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.

  • A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings.

Section 4. Directors and Audit Committee

  • 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.

  • Article 15-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Article 18: The functions of the Board of Directors:

  • Decide the business policy;

  • Review budget and final accounts;

  • Review important regulations;

  • Draft the allocation of earnings or covering of loss;

  • Draft the increase or decrease in capital;

  • Exercise the powers granted pursuant to laws and Articles of Incorporation and by a shareholders’ meeting.

  • 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.

  • A directors’ meeting may be convened in writing or by electronic transmission.

  • 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.

  • 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

  • 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.

  • Article 23: The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.

  • 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

  • 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:

  • Business report;

  • Financial statements;

  • Motion for allocation of earnings or covering of loss.

  • 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.

  • 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.

  • 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.

  • Article 26: The Company’s articles of association and enforcement rules thereof shall be established separately.

  • Article 27: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.

  • 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.

  • Article 2: Election of the Company’s directors shall be conducted at a shareholders’ meeting.

  • 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.

  • 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.

  • 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.

  • 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.

  • The votes referred to in Paragraph 1 shall be calculated based on the votes cast at the shareholders’ meeting plus e-votes.

  • 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.

  • 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.

  • 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.

  • 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.

  • Article 8: The chairperson shall designate several monitoring and counting personnel prior to the election to perform their duty.

  • 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.

  • 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.

  • Article 11: A ballot is invalid under any of the following circumstances at the shareholders’ meeting:

  • I. The ballot adopted is not that prepared pursuant to the Rules.

  • II. A blank ballot is placed in the ballot box.

  • III. The writing is unclear and indecipherable.

  • IV. Names and related information of the candidates, or the number of voting rights allotted is altered.

  • 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.

  • 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.

  • VII. The candidate identified is not a candidate who is nominated, or the quota of candidates exceed the number of candidates to be elected.

  • 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.

  • 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.

  • 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.

  • Article 14: The Company shall issue notifications to the persons elected as directors.

  • 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.

  • 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.

  • Article 17: The Rules shall be enforced upon approval by a shareholders’ meeting. The same shall apply where the Rules are amended.

  • 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.

  1. 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 :

  1. 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.”

  2. 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.

  3. No proposal from shareholder was received during the said period.

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