The Record of OUCC Shareholders Meeting of 2009

The speech of Chairman Douglas Tong Hsu:
�� Good morning, ladies & gentlemen. Thank you all for coming to our annual shareholders meeting. The total OUCC shareholders of 77,000 this year outnumbers last year by 9,000, which proves OUCC a company with a bright future ahead.

�� The whole world in 2008, following 2007, had been significantly affected by a succession of financial crisis. Due to impact on global crude oil, the prices of chemical raw materials had greatly fluctuated, and consequently, dismayed the entire Chemical Industry. Although tough as the circumstances were, OUCC had showed pretty good performance, if I may proudly say so. The prices of chemical raw materials, swayed by the oil prices, had soared to the historical high. So high that it kept upstream customers from buying and producers from selling, which inevitably tumbled the prices of oil & chemical products and caused all the EG manufacturers profitless. However, OUCC, in the midst of its transformation from EG to SC, had adopted a series of precautionary measures and achieved its 2008 sales revenue by NTD13.3 billion, equivalent to 2007, and profit after tax by NTD1.1 billion, which was indeed not easy. From the viewpoint of transformation, we have to see the structural change of OUCC with its SC sales revenue occupied 45%, and yet, its profit topped 80% overall. I believe exercise in the morning will do us good, so please clap hands to our management team.(Clapping) To simply produce EG is easy, what’s not is to perform like OUCC.

�� In the meantime, we were left with no choice but to stretch out to China, as supply of raw materials from CPC remained restrictive. It took us a great deal of effort to start building the EOD plant in Yangzhou, with which OUCC has earned itself a fair chance of China Play. From this viewpoint, we see that OUCC has reached itself out with a foreseeable future.

�� Next, there’ll be a set of slides to give a complete overview. Vice Chairman shall explain the status quo of global raw material supply and the influence of change between the world & China, and President shall get you acquainted with the business operation and product development. Ladies & gentlemen, let us begin the presentation. Thank you all. (Clapping)

The speech of Vice Chairman Johnny Shih:
�� As it’s clearly stated in the briefing, I’d like to remark on some key points here. The topic of OUCC transformation from MEG to SC had been mentioned in each shareholders meeting for the past years. As Chairman just mentioned, SC made 45% of last years sales revenue. We expect an increase ratio, 70%-75%, on SC within the following 3 to 5 years. Our achievement of last year has been witnessed. The 40k-ton EA product we launched in 2008, happened to meet the market demand at the time and brought us a considerable sum of profit. Application of this self developed crown product is very broad. Due to its production process requires for considerable amount of technology to be used, it is not east to copy by general chemical producers. With its current importance, volume of its global annual demand totals 1500 kt, within which comes the 320 kt from Asia and 100 kt from China. It certainly seems odd, as Asia & China normally takes quite a large share. But, here, it tells Asia 20% only and China less than 10% even, which means a flourishing future of the product can be highly expected. Currently, an investment of US$40 out of US$100 millions has been injected in China. The third plant with capacity of 40k ton, as you’ve seen already, along with the 60k ton EOD are under way, which is believed to further strengthen our product structure. Since 75% of such product’s demand in China depends on import, it shall benefit OUCC’s future development. And, there are only limited rivals.

�� Secondly, I’d like to talk about MEG, much to everyone’s concern. MEG was seriously affected by the sudden imbalance of supply & demand worldwide, especially in the 4Q of 2008, in which quarter OUCC’s commodity chemical had claimed a great loss. Actually, none of downstream customers or suppliers was able to stay profit due to the raw materials and the changing prices of oil. This fully explains our losses in the 4Q, as 60% of our raw materials come from CPC. Should CPC put halt on its production, OUCC will have to shut down for short of raw materials. Looking forward, future of MEG will not be good, because more capacity is expected to come. As we know, up to 84% of MEG is used for polyester. On the other hand, over capacity could also bring different harms to margin. However, if we look into a longer term point of view, polyester shall remain as a good chemical material. We expect that the total demand of polyester after 2010 will bounce from 1% of last year, its record low ever in last 30 years, and 2% this year, which appears a bit stressed, then back to its normal 6%-7% after 2010. The future of MEG lies in its biggest client China, who will keep importing 5 million tons per annum for the following 3 years, as estimated, an obvious shortage of MEG even with all the expansions in China. From the viewpoint of OUCC’s comparatively low production cost, it is sure that we will remain competitive.

�� Thirdly, I’d like to remark on the latest topic of ’ECFA’, which has a significant relevance to the Industry. As well-known, ASEAN+1 or ASEAN+3 mean these 10 or 13 member countries will be granted with no import tax. In another term, our products to China will also be tax free, should we sign it with China, and lots of money can be saved from the tax charged, 5.5% for MEG and 6.5% for SC products. We’ve also learned that both petrochemical and textile & fiber will be included into the so-called ECFA perimeter for the first wave there’ll be no sudden overall exclusion. Here, I’m calling on your support to the government policy. Let economics take the lead instead of politics. Thank you. (Clapping)

The speech of President Alex Kuo:
�� Good morning fellow shareholders. I think the transformation of OUCC an urgent issue. Therefore, I’d like to share with you how, where to and to what the transformation will take. Firstly, we’ll narrow down the products to be transformed into since SC products do cover a wide range. As we all know, the usage for specialty chemicals that will be mostly increased is during the timeframe as individual GDP increases from $2-3 to $5-10, as Vice Chairman just mentioned. That means, SC products in use of personal care, detergent, etc., would be expeditiously grown in most of Asia, particularly in China. Such is the key reason to drive us to transform from MEG to SC products, e.g. AEO, PEG & MPEG, and so on, as just reported in the presentation. This is first point.

�� Secondly, how do we transform? It takes no easy way to obtain technology for OUCC to develop such SC products. Like other SC companies, OUCC will need to develop its own SC products. During last 4-5 years, our R&D team completed a NT$100 million pilot plant and recruited necessary R&D talents in position to start the development of our own DOT(definition of technology) for those of new products. Among the products developed, AEO is with large demand, while MPEG, the water-reducing concrete admixture additive, have been produced from the pilot plant, tested and marketed to selected customers with good feedback. This is how we get the products started. The next question is where to, which brings us back to the original question, where the raw material is. As you well learned, hardly any petrochemical company of CPC downstream is not lack of raw material, which is the reason that drive us to transform the raw material ethylene needs to produce EG into a high value-added EO instead, and with which we produce our proposed SC products at this stage. By the time the expansion of No. 3 Naphtha Cracker project is completed, OUCC may get additional raw material to continue further growth in specialty products. As the world’s market is in Asia and the Asia’s market in China, we had been trying hard to secure the raw material from China. It took us more than 4 years time to finally get Sinopec’s authorization on the procurement of their high purity EO in 2007. Hence, we’ve determinedly started our project of a 40k ton EA and a 60k ton EOD plants in Yangzhou this year. That is how we keep the stone rolling. We go where the raw material takes us in China. This is exactly how we’ll manage to make the utmost profit out of, under the current circumstances, for both our shareholders and the company. It’s also an upmost guideline to achieve the business sustainability. Above is my report to you. Thank you all.(Clapping)

Contents of presentation:
(1) Company Introduction (2) Operation Performance (3) Market Analysis (4) Business Strategy
Shareholders Meeting Procedure:
The important resolutions of OUCC’s Shareholders Meeting of 2009:
(1) Items to be reported:
A. 2008 Business Report
B. 2008 Financial Report
C. Supervisors’ Report
(2) Matters to be approved:
A. To accept the 2008 Business Report & Financial Report
Resolution: Approved by all shareholders present with unanimous consent.
B. To approve the appropriation of 2008 earnings
Resolution: Approved by all shareholders present with unanimous consent.
(3) Matters to be discussed:
A. To approve the amending of the Articles of Incorporation
Resolution: Approved by all shareholders present with unanimous consent.
B. To approve the amending of partial clauses of ‘Procedures of Capital Lending to Another Party’ and ‘Procedures of Endorsement & Guarantee’
Resolution: Approved by all shareholders present with unanimous consent.
C. Re-election of Directors & Supervisors
Board of Directors elected:
- Mr. Douglas Tong Hsu
- Mr. Johnny Shih, rep. of FETL
- Mr. Humphrey Tseng, rep. of FETL
- Mr. Alex Kuo, rep. of U-Ming Corp
- Mr. T. Y. Dai, rep. of FETL
- Mr. Tsong P. Perng, rep. of FETL
- Mr. L. T. Chang, rep. of Asia Cement Corp.
- Mr. Ru Yu Wu, rep. of Asia Cement Corp.
- Mr. K. S. Wu, rep. of Asia Cement Corp.
Supervisors elected:
- Mr. T. H. Liu, rep. of U-Li Corp.
- Mr. S. P. Chuang, rep. of U-Li Corp.
- Mrs. Yvonne Li, rep. of U-Ding Corp.
D. To approve the release of the relevant Directors from the non-competition restriction under Company Law
Resolution: Approved by all shareholders present with unanimous consent.
(4) Impromptu proposal: N/A