Central Re - AGM Information 2021

Stock Code ： 2851

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CENTRAL REINSURANCE CORPORATION

2021 Annual General Shareholders’ Meeting

Meeting Handbook

May 28, 2021

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2021 ANNUAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF CENTRAL REINSURANCE CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

AGENDA FOR THE MEETING

I.	Report the total number of shares represented at this AGM
	and announce commencement of the meeting .................................. 1
II.	Chairman’s Address .......................................................................... 1
III.	Report Items ....................................................................................... 1
IV.	Ratification and Discussion Items ..................................................... 1
V.	Election Item ...................................................................................... 3
VI.	Other Item .......................................................................................... 4
VII.	Extraordinary Motions ....................................................................... 4
VIII. Meeting Adjournment ....................................................................... 4

APPENDICES

․ Articles of Incorporation ..................................................................... 32 ․ Rules for Procedure of the Shareholders’ Meeting ............................. 40 ․The Directors Election Rules .............................................................. 47 ․ Shareholdings of Directors .................................................................. 51

CENTRAL REINSURANCE CORPORATION

2021 Annual General Shareholders’ Meeting

Meeting Time: 9:00 AM on May 28 (Friday), 2021

Meeting Location: Room 1002 on the 10th floor

Chang Yung-Fa Foundation

No.11, Chungshan S. Road, Taipei, Taiwan

Attendance: There are ___ shares representing shareholders attending, reaching % of 590,388,750 shares total issued by the Company.

Chairman: Yang, Cheng-Tui, the Chairman of the Board

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman’s Address.

III. Report Items:

A. Business Report of the year 2020. (Handbook pages 5-10)
B. Audit Committee’s Review Report of the year 2020. (Handbook page 23)
C. 2020 Employees’ Compensation and Directors’ Remuneration Report: The Board of Directors appropriated NT$16,287,969 as Employees’ Compensation in cash and NT$4,850,000 as Directors’ Remuneration pursuant to the Articles of Incorporation.

IV. Ratification and Discussion Items:

Proposed by the Board of Directors Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report. (Handbook pages 5-21) Please ratify.

Description: The 2020 Financial Report of the Company have been audited

by Ms. Chen, Hsien-I and Ms. Lee, Hsiu-Ling, the CPA of PricewaterhouseCoopers, Taiwan.

Resolution:

Proposed by the Board of Directors Proposal 2: Ratification of 2020 earnings distribution. (Handbook page 22) Please ratify.

Description:

The Company is planning to distribute cash dividend NT$1.3 per share. The total of cash dividends shall be NT$767,505,375. The cash dividend distribution will be calculated to the nearest NT dollar, the remainder will be recognized as “Other Non-Operating Income” of the Company.
If the number of total shares outstanding changed, such that the cash dividends ratio per share should be adjusted, the Chairman of the Board of Directors is authorized to adjust the ratio and deal with relative matters.
Subject to the approval of the annual general shareholders’ meeting, the ex-dividend date and payment date for the cash dividend distributions would be decided by the Chairman of the Board.

Resolution:

Proposed by the Board of Directors

Proposal 3: It is proposed to amend the “ Rules for Procedure of the Shareholders’ Meeting” referring to the contrast table attached. (Handbook page 24-30) Please discuss.

Description: In order to improve corporate governance and fairness of every shareholder's participation in shareholders' meeting of the Company, it is proposed to amend the “Rules for Procedure of the Shareholders’ Meeting”. The amendments are made with reference to actual operation procedures of the Company and the following regulations:
The “Sample Template for ○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” amended and announced per Public Announcement No. Taiwan-StockGovernance-1100001446 by Taiwan Stock Exchange Corporation on January 28, 2021; and
The letter in No. Ching-Shang-Tze-10402404570 announced by Ministry of Economic Affairs on March 10, 2015.

V.Election Item:

Proposed by the Board of Directors

Proposal: Proposal to by-elect one Independent Director of the Company. Description:

Ms. Tsai, Li-Hsueh resigned her Independent Director seat on Nov. 6, 2020 for personal reasons. Thus, the Company proposes to by-elect one independent director at the Annual General Shareholders’ Meeting. The new Independent Director shall take office after this Annual General Shareholders’ Meeting and the term of office shall be terminated on May 27, 2023.
The election of the Independent Director is conducted under the “candidate nomination system”. The Board of Directors reviewed and approved the roster of the Independent Director Candidate on April 14, 2021. The information of the Independent Director Candidate is as Handbook Pages 31.

Election Results:

VI. Other Item:

Proposed by the Board of Directors

Proposal: Discussion on approving the release of restrictions of competitive activities of the newly elected Independent Director. Please discuss.

Description:

Directors who, for themselves or others run businesses which are similar to the business of the Company, shall report to and obtain permission from the Shareholders’ Meeting.
The business and its essential contents the new Independent Director engaged in other company shall be presented before discussion.

Resolution:

VII. Extraordinary Motions.

VIII.Meeting Adjournment.

CENTRAL REINSURANCE CORPORATION

Business Report of the year 2020

Central Reinsurance Corporation is the sole domestic professional reinsurance company in Taiwan, mainly engaged in non-life and life reinsurance business for domestic and overseas insurance firms. Adhering to its business philosophy of ethical management, stability and integrity, the Company is devoted to maintaining the good order of the insurance market, diversifying risk for its customers, facilitating the development of insurance industry and fulfilling its corporate responsibilities. To ensure sustainable development, the Company operates its business based on the principles of sound corporate governance, customer-focused services, effective fund utilization, as well as a business profile that focuses on both sound risk management and stable profitability. In order to enlarge its operational foundation and diversify the risk of geographical concentration, the Company not only diligently grows its domestic market, but also continuously expands its international territory through prudent strategies.

With the collective efforts of all its employees, the Company reports a net income of NT$1,515,729 thousand for the year of 2020. Appended below is the Company's business report for 2020:

1 Implementation of the Business Plan
1.1 Business Performance:

The gross premium written for the year is NT$18,407,855 thousand, being NT$851,574 thousand or approximately 4.85% over the budgeted NT$17,556,281 thousand. An analysis is provided below based on business type:

1.1.1 Non-life Reinsurance: The gross premium written is NT$15,410,978 thousand, being NT$779,859 thousand or approximately 5.33% over the budgeted NT$14,631,119 thousand. The difference was mainly due to the increased premium income from fire insurance, automobile insurance and personal accident insurance.
1.1.2 Life Reinsurance: The gross premium written is NT$2,996,877 thousand, being NT$71,715 thousand or approximately 2.45% over the budgeted NT$2,925,162 thousand. The difference was mainly due to the increased premium income from life insurance.
1.2 Financial Management:

1.2.1 Capital Management:

As at the end of 2020, the total paid-in capital of the Company is NT$5,903,888 thousand. Total shareholders' equity before distribution is NT$13,409,237 thousand. The capital structure of the Company remains strong.

1.2.2 Reserve Adequacy:

In order to build up a solid financial basis and strengthen its solvency, the Company provides adequate reserves. At the end of 2020, the sum of various reserves is NT$26,265,483 thousand.

1.2.3 Fund Investment:

The investment income is NT$855,521 thousand, being NT$181,103 thousand or 26.9% over the budgeted NT$674,418 thousand.

1.3 Credit Ratings:

Based on the Company’s strong direct relationships with local clients and solid domestic market position, extremely strong capital adequacy, and diversified and prudent investment profile, both A.M. Best and S&P Global Ratings affirmed the Company’s "A" credit rating with stable outlook. Meanwhile, Taiwan Ratings Corp. also confirmed the Company’s credit rating of "twAA+".

Good credit ratings not only help the Company develop reinsuring high-quality business, but also prove the Company’s strong solvency to fulfill its commitment to clients.

2 Budget Implementation and Financial Status

The comparison between the actual and budgeted of the year was shown as follows:

			NT$ thousands
Year 2020	Actual	Budget	Achievement(%)
OperatingRevenues	17,656,923	16,934,188	104.27%
OperatingCosts	15,467,129	15,171,249	101.95%
Gross OperatingIncome	2,189,794	1,762,939	124.21%
OperatingExpenses	403,480	397,470	101.51%
Net OperatingIncome	1,786,314	1,365,469	130.82%
Non-Operating Income and Expenses	2,322	0	100.00%

			NT$ thousands
Year 2020	Actual	Budget	Achievement(%)
Income Before Tax	1,788,636	1,365,469	130.99%
Income Tax Expense	272,907	231,106	118.09%
Net Income	1,515,729	1,134,363	133.62%

3 Profitability Analysis

The table below shows an analysis on the profitability ratios of 2020 as compared to those of 2019. The earnings per share (after tax) for 2020 is NT$2.57, being NT$0.7 more than the NT$1.87 of 2019:

Ratio	Year	2020	2019	Average
Profitability	Return on Assets (%)	3.70	2.89	3.30
	Return on Equity (%)	11.92	9.51	10.72
	Net Operating Income / Paid-In Capital (%)	30.26	25.53	27.90
	Income from Continuing Operations Before Tax/Paid-In Capital (%)	30.30	25.53	27.92
	Net Profit Margin (%)	8.58	6.86	7.72
	Earnings Per Share (After Tax)(NT$)	2.57	1.87	2.22

4 Research & Development

4.1 Research & Development/Customer Service

4.1.1 The Company endeavors to absorb and adopt the most advanced concepts and technologies from the global market to achieve integrated risk management on a continuous basis. Based on its successful experience in risk management, the Company provides relevant consulting services to customers. Meanwhile, the Company also assists the competent authority in facilitating risk management policies and regulations for the industry in accordance with government’s initiatives. The collective efforts are hoped to help improving the technology standards of risk management for the whole industry.
4.1.2 In recent years, the possible impact of climate change on environment and economy has become one of the important risks faced by the

insurance industry. The Company continues to pay attention to relevant issues in order to strengthen the control of catastrophe accumulation risk and its resilience.

4.1.3 Since last year, the pandemic (COVID-19) has severely affected global economy and industries. The Company continues to enhance its continuous operation management and emergency response plan in order to timely evaluate the impact of emerging risks on the Company.
4.1.4 In order to align with the strategic plan, strengthen internal control and improve work efficiency, the Company has developed information security management system in accordance with ISO27001/CNS27001 and regulations. With a complete off-site back-up system and business continuity management, the Company is able to ensure the confidentiality, comprehensiveness and availability of information system as well as reduce probable losses from accidents. In future, the Company will continue enhancing information security and making system adjustments and upgrades to align with development plan and accommodate to statutory requirements.
4.1.5 By means of market analysis and consumer demand observation, the Company provides tailored services to achieve higher quality standard and build up marketing competitiveness. Various supporting programs are offered to customers on a timely basis, including underwriting and claim management expertise, new product design, and regulatory and actuarial consulting services, etc. The purpose is to solidify customer relationship and create superior business opportunities on an ongoing basis.
4.1.6 To closely suit the needs of customers, strengthen customer service and enhance its professional image, the Company has held a series of "Life Insurance Underwriting and Claims Seminars" in 2020 including Risk Characteristics of Various Types of Health Insurance, Sleep Disorders and Sleep Apnea, Interpretation of Laboratory Values, Interpretation of Pathology Reports, Lecture of Interpretation of Medical Records (How to Understand a Pile of Medical Records) The Company has organized various professional seminars to satisfy our clients’ needs for years. Participants were given the opportunities to

discuss on the market status and future trends, share information and improve their expertise. The courses and seminars also contributed to the tightening of client relationship for the Company.

4.2 Talent Development
4.2.1 The Company administers the following on-job training through its training system:
- (1)Regular Training: Internally, the Company provides regular training on general knowledge and basic skills, including "Orientation for New Employees", "Compliance Training and Promotion", "Internal Audit and Internal Control Self-inspection Training", "Anti-Money Laundering and Countering the Financing of Terrorism Training", "Personal Information Protection Awareness Training", "Information Safety Awareness", "Employee Confidentiality Obligations and Ethical Corporate Management Training", "Risk Management Training" (including senior executives) and "Fire Safety Training". A total of 1,137 persons have attended the training in 2020.
- (2)Professional Training and Statutory Programs: To enhance the employees' professional knowledge and expertise and elevate their work efficiency, the Company also organizes various job-related courses to accommodate the needs of staff at different business operations and job levels. The Company, in the meantime, has assigned its internal auditors, compliance personnel, anti-money laundering and countering the financing of terrorism personnel, accountants and labor safety personnel to attend relevant external training to meet the statutory requirements. A total of 396 employees have attended the external training in 2020.
4.2.2 On an ongoing basis, the Company encourages its employees to obtain professional licenses for their jobs. So far, a total of 65 employees have acquired domestic or international licenses on non-life/life insurance and financial management.
- (1)Non-life Insurance Underwriters: 24
- (2)Non-life Insurance Claim Adjusters: 8
- (3)Life Insurance Underwriters: 5

(4)Life Insurance Claim Adjusters: 3
(5)Fellow of the Actuarial Institute of the R. O. C.: 2
(6)International Certificates: CPCU 7 persons, ACII 1 person, SOA ASA 2 persons, CAS ACAS 1 person, FALU 1 person, FLMI 3 persons, ALMI 1 person, LOMA ACS 2 persons, LOMA AAPA 1 person, LOMA ARA 1 person, FRM 1 person, ARM 1 person, CFA 1 person.
4.2.3 To optimize its human resources, the Company endeavors to place employees at the most suitable positions in terms of personal interest and strengths, in the meantime fulfill the Company’s human resources strategies. Therefore, during the year, the Company has recruited 8 new employees, arranged job transfer for 2 employees and promoted 18 employees.

CENTRAL REINSURANCE CORPORATION

BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

ASSETS	December 31, 2020 AMOUNT % `$` `15,001,586` `35` `454,002` `1` `6,960,392` `16` `11,174,625` `26` `499,556` `1` `446,815` `1` `6,065,459` `14` `206,513` `1` `374` `-` `5,240` `-` `175,763` `1` `1,723,263` `4` `$` `42,713,588` `100` `$` `420,922` `1` `105,938` `-` `32,440` `-` `377` `-` `28,491,167` `67` `779` `-` `126,240` `1` `126,488` `-` `29,304,351` `69` `5,903,888` `14` `300,000` `-` `2,463,493` `6` `2,757,597` `6` `1,414,347` `3` `569,912` `2` `13,409,237` `31` `$` `42,713,588` `100`	December 31, 2019	December 31, 2019
	AMOUNT `$` `15,001,586` `454,002` `6,960,392` `11,174,625` `499,556` `446,815` `6,065,459` `206,513` `374` `5,240` `175,763` `1,723,263` `$` `42,713,588` `$` `420,922` `105,938` `32,440` `377` `28,491,167` `779` `126,240` `126,488` `29,304,351` `5,903,888` `300,000` `2,463,493` `2,757,597` `1,414,347` `569,912` `13,409,237` `$` `42,713,588`	AMOUNT `$` `12,603,772` `325,191` `5,966,890` `13,080,024` `100,000` `448,556` `5,066,416` `204,631` `610` `8,866` `63,774` `1,293,293` `$` `39,162,023` `$` `456,543` `266,264` `10,095` `611` `26,234,743` `18,011` `76,537` `70,096` `27,132,900` `5,903,888` `300,000` `2,242,647` `2,358,192` `1,053,232` `171,164` `12,029,123` `$` `39,162,023`	%
11000 Cash and cash equivalents 12000 Accounts receivable 14110 Financial assets at fair value through profit or loss 14145 Financial assets at amortized cost 14180 Other financial assets 14200 Investment property, net 15000 Reinsurance contract assets 16000 Property and equipment, net 16700 Right-of-use assets 17000 Intangible assets 17800 Deferred income tax assets 18000 Other assets TOTAL ASSETS LIABILITIES AND EQUITY			`32` `1` `15` `34` `-` `1` `13` `1` `-` `-` `-` `3`
			`100`
			`1` `1` `-` `-` `67` `-` `-` `-`
21000 Accounts payable 21700 Current income tax liabilities 23200 Financial liabilities at fair value through profit or loss 23800 Lease liabilities 24000 Insurance liabilities 27000 Provisions 28000 Deferred income tax liabilities 25000 Other liabilities TOTAL LIABILITIES 30000 EQUITY 31000 Capital 31100 Common stock 32000 Capital reserve 33000 Retained earnings 33100 Legal reserve 33200 Special reserve 33300 Undistributed earnings 34000 Other equity interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY
			`69`
			`15` `1` `6` `6` `3` `-`
			`31`
			`100`

The accompanying notes are an integral part of these financial statements.

CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items
41000
Operating revenues
41100
Gross premiums written
51100
Less: Reinsurance premiums
ceded
51310
Net change in unearned
premium reserve
41130
Retention earned premiums
41300
Reinsurance commission revenue
41400
Overriding commission revenue
41500
Net gain from investment
41510
Interest income
41521
Gain or loss on valuation of
financial assets or financial
liabilities at fair value through
profit or loss
41526
Realized gain or loss on
financial assets at amortized
cost
41550
Foreign exchange gain (loss)
41570
Gain (loss) on investment
property
41585
Expected credit impairment and
reversal profit from investments
41600
Gain (loss) upon reclassification
of applying overlay approach
Total net gain from investment
41800
Other operating revenues
Total operating revenues
51000
Operating costs
51200
Reinsurance claims paid
41200
Less: Reinsurance claims
recovery
51260
Retention reinsurance claims paid
51300
Net changes in other insurance
liabilities
51500
Reinsurance commission
expenses
51700
Financial cost
51800
Other operating costs
Total operating costs
58000
Operating expenses
58100
Selling expenses
58200
Administration expenses
58300
Training expenses
58400
Expected credit impairment
reversal from non-investments
Total operating expenses
Net operating income
59000
Non-operating income and expenses
62000
Income from continuing
operations before tax
63000
Income tax expense
64000
Income from continuing
operations after tax
66000
Net income Years endedDecember31
Changes
2020
2019
Percentage
Notes
AMOUNT
%
AMOUNT
%
(%)
$
18,407,855
104
$
16,755,528
104
10
(
1,324,739) (
7) (
1,200,029) (
7 )
10
6(8)
(
657,697) (
4) (
428,166) (
3 )
54
16,425,419
93
15,127,333
94
9
343,754
2
282,478
2
22
21,872
-
21,874
-
-
479,256
3
524,377
3 (
9 )
1,436,526
8
664,552
4
116
6(4)
(
90)
-
-
-
-
(
511,225) (
3) (
238,543) (
1 )
114
6(7)
18,761
-
20,957
- (
10 )
6(4)
(
170)
-
(
611)
- (
72 )
6(3)
(
567,537) (
3) (
313,617) (
2 )
81
855,521
5
657,115
4
30
10,357
-
4,124
-
151
17,656,923
100
16,092,924
100
10
(
10,162,084) (
58) (
10,281,630) (
64 ) (
1 )
685,892
4
586,974
4
17
(
9,476,192) (
54) (
9,694,656) (
60 ) (
2 )
6(8)
(
1,179,773) (
7)
121,044
- (
1075 )
(
4,811,110) (
27) (
4,657,098) (
29 )
3
(
5)
-
(
3)
-
67
(
49)
-
(
3)
-
1533
(
15,467,129) (
88) (
14,230,716) (
89 )
9
(
274,857) (
1) (
216,506) (
1 )
27
(
128,207) (
1) (
135,859) (
1 ) (
6 )
(
424)
-
(
2,633)
- (
84 )
13
8
-
26
- (
69 )
(
403,480) (
2) (
354,972) (
2 )
14
1,786,314
10
1,507,236
9
19
2,322
-
275
-
744
1,788,636
10
1,507,511
9
19
6(17)
(
272,907) (
1) (
403,386) (
2 ) (
32 )
1,515,729
9
1,104,125
7
37
$
1,515,729
9
$
1,104,125
7
37

(Continued)

CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items Years ended December 31
Changes
2020
2019
Percentage
Notes
AMOUNT
%
AMOUNT
%
(%)
6(13)
($
3,766)
-
$
134
- (
2910 )
6(17)
753
-
(
27)
- (
2889 )
(
170,502) (
1) (
43,246) (
1 )
294
6(3)
567,537
3
313,617
2
81
6(17)
1,713
-
(
12,366)
- (
114 )
395,735
2
258,112
1
53
$
1,911,464
11
$
1,362,237
8
40
6(16)
$
2.57
$
1.87

83000
Other comprehensive income
83100
Items may not be reclassified to
profit or loss subsequently
83110
Remeasurements of defined
benefit plans
83180
Income tax relating to the items
may not be reclassified to profit
or loss subsequently
83200
Items may be reclassified to
profit or loss subsequently
83210
Exchange differences on
translation of foreign financial
statements
83295
Other comprehensive income
(loss) upon reclassification of
applying overlay approach
83280
Income tax relating to items that
may be reclassified
Total other comprehensive income
for the year (after tax)
85000
Total comprehensive income for
the year
Earnings per share
97500
Basic and Diluted (in NT dollars)

Items	Years ended December 31 Changes 2020 2019 Percentage Notes AMOUNT % AMOUNT % (%) 6(13) `($` `3,766)` `-` `$` `134` `- (` `2910 )` 6(17) `753` `-` `(` `27)` `- (` `2889 )` `(` `170,502) (` `1) (` `43,246) (` `1 )` `294` 6(3) `567,537` `3` `313,617` `2` `81` 6(17) `1,713` `-` `(` `12,366)` `- (` `114 )` `395,735` `2` `258,112` `1` `53` `$` `1,911,464` `11` `$` `1,362,237` `8` `40` 6(16) `$` `2.57` `$` `1.87`
83000 Other comprehensive income 83100 Items may not be reclassified to profit or loss subsequently 83110 Remeasurements of defined benefit plans 83180 Income tax relating to the items may not be reclassified to profit or loss subsequently 83200 Items may be reclassified to profit or loss subsequently 83210 Exchange differences on translation of foreign financial statements 83295 Other comprehensive income (loss) upon reclassification of applying overlay approach 83280 Income tax relating to items that may be reclassified Total other comprehensive income for the year (after tax) 85000 Total comprehensive income for the year Earnings per share 97500 Basic and Diluted (in NT dollars)

The accompanying notes are an integral part of these financial statements.

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

2019 Balance at January 1, 2019 Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Distributions of 2018 earnings Legal reserve Special reserve Cash dividends Appropriation for equalization reserve for the year Balance at December 31, 2019 2020 Balance at January 1, 2020 Net income for the year Other comprehensive income (loss) for the period Total comprehensive income (loss) Distributions of 2019 earnings Legal reserve Cash dividends Appropriation for equalization reserve for the year Balance at December 31, 2020	Notes		CommonStock		Capital Reserve				RetainedEarnings
							Legal Reserve		Special Reserve
	6(16) 6(16) 6(16)		`$` `5,903,888` `-` `-` `-` `-` `-` `-` `-` `$` `5,903,888` `$` `5,903,888` `-` `-` `-` `-` `-` `-` `$` `5,903,888`		`$` `300,000` `-` `-` `-` `-` `-` `-` `-` `$` `300,000` `$` `300,000` `-` `-` `-` `-` `-` `-` `$` `300,000`		`$ 2,032,633` `-` `-` `-` `210,014` `-` `-` `-` `$ 2,242,647` `$ 2,242,647` `-` `-` `-` `220,846` `-` `-` `$ 2,463,493`		`$` `2,002,340` `-` `-` `-` `-` `5,250` `-` `350,602` `$` `2,358,192` `$` `2,358,192` `-` `-` `-` `-` `-` `399,405` `$` `2,757,597`

The accompanying notes are an integral part of these financial statements.

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

			Years ended	December	December	31
			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		`$`	`1,788,636`		`$`	`1,507,511`
Adjustments
Adjustments to reconcile profit (loss)
Depreciation			`8,428`			`8,909`
Amortization			`4,081`			`2,373`
Provision (recovery) for loss allowance of reinsurance contract
assets			`6,559`	`(`		`8,467` `)`
Loss (gain) on valuation of financial assets and liabilities at fair
value through profit or loss	`(`		`671,495` `)`	`(`		`647,341` `)`
Interest expense			`5`			`3`
Interest income	`(`		`481,235` `)`	`(`		`539,945` `)`
Dividend income	`(`		`88,048` `)`	`(`		`74,703` `)`
Net change in reserves			`1,837,470`			`307,122`
Expected credit impairment on investments			`170`			`611`
Expected credit impairment (reversal) on non-investments	`(`		`8` `)`	`(`		`26` `)`
Loss (gain) upon reclassification of applying overlay approach			`567,537`			`313,617`
Unrealized foreign exchange (gain) loss			`364,668`			`156,268`
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable	`(`		`151,465` `)`	`(`		`50,624` `)`
Financial assets at fair value through profit or loss	`(`		`299,887` `)`	`(`		`3,604,926` `)`
Financial assets at amortized cost			`1,379,469`	`(`		`2,286,453` `)`
Other financial assets	`(`		`399,556` `)`			`137,199`
Reinsurance contract assets	`(`		`584,304` `)`	`(`		`464,514` `)`
Other assets	`(`		`404,900` `)`			`92,518`
Changes in operating liabilities
Accounts payable	`(`		`35,621` `)`			`146,730`
Provisions	`(`		`20,998` `)`	`(`		`644` `)`
Other liabilities			`56,392`			`23,280`
Cash inflow (outflow) generated from operations			`2,875,898`	`(`		`4,981,502` `)`
Interest received			`514,563`			`563,362`
Dividend received			`88,139`			`72,901`
Interest paid	`(`		`5` `)`	`(`		`3` `)`
Income tax paid	`(`		`493,053` `)`	`(`		`255,750` `)`
Net cash flows from (used in) operating activities			`2,985,542`	`(`		`4,600,992` `)`
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	`(`		`7,907` `)`	`(`		`6,195` `)`
Acquisition of intangible assets	`(`		`455` `)`	`(`		`6,053` `)`
Acquisition of investment property	`(`		`426` `)`	`(`		`134` `)`
Net cash flows used in investing activities	`(`		`8,788` `)`	`(`		`12,382` `)`
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of principal portion of lease liabilities	`(`		`234` `)`	`(`		`310` `)`
Payment of cash dividends	`(`		`531,350` `)`	`(`		`531,350` `)`
Net cash flows used in financing activities	`(`		`531,584` `)`	`(`		`531,660` `)`
Effects of exchange rate changes	`(`		`47,356` `)`			`3,501`
Net increase (decrease) in cash and cash equivalents			`2,397,814`	`(`		`5,141,533` `)`
Cash and cash equivalents at beginning of year			`12,603,772`			`17,745,305`
Cash and cash equivalents at end of year		`$`	`15,001,586`		`$`	`12,603,772`

The accompanying notes are an integral part of these financial statements.

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INDEPENDENT AUDITORS'REPORT

PWCR20000366

To Central Reinsurance Corporation

Opinion

We have audited the accompanying balance sheets of Central Reinsurance Corporation (the "Company") as of December 31, 2020 and 2019, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

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己 its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors' respons砌lilies 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 Accountants 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 judgement, were of most significance in our audit of the Company's 2020 financial statements. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate op面on on these matters.

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Recognition of reinsurance revenue

Description

For the accounting policy for reinsurance revenue, please refer to Note 4(25) of the financial statements; for critical accounting estimates and assumptions of reinsurance revenue, please refer to Note 5(2) of the financial statements.

The Company's reinsurance revenue accounts for 104% of its operating revenues. The Company estimates reinsurance revenue based on an accrual basis; that is, once reinsurance contracts are signed, the Company elects the ceding company's annual forecasted reinsurance mformat10n and then calculates

the revenue proportion to be recognized in each quarter based on previous experience of actual statements. Thereafter, when actual statements are received each quarter, original estimates are reversed and actual statements are accrued. The Company then evaluates the reason for differences between actual statements and estimated amounts to adjust the estimated revenues of remaining period, accordingly Because reinsurance revenue is material to the financial statements and the recognition of reinsurance revenue involves management's professional judgement, we have thus included the recognition of remsurance revenue as one of the key audit matters m our audit.

How our audit addressed the matter

The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

Obtained an understanding and assessed the Company's policies, internal controls, and processing procedures related to the recognition of reinsurance revem汜．
On a sample basis, tested the effectiveness of internal controls related to the recognition of reinsurance revenue, including:
(1) Checking the accuracy and completeness of recording reinsurance contracts into their system.
(2) Checking the consistency of reinsurance revenue recorded in the system with the related information provided by the ceding company.
(3) Checking the revenue proportion allocated to each quarter during the contract period and recognized amounts used by management to determine their accuracy
(4) Checking the accuracy of actual statements and recorded reversal of estimates.
(5) Checking whether management had provided clear reasons for its adjustments on the amounts of estimated revenues of each quarter and checked whether such adjustments were appropriately approved.
On a sample basis, checked information of actual statements to assess the reasonableness of the

Company's adjustments to estimated reinsurance revenue.

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Estimation of claims reserve

Description

For the accounting policy for claims reserve (under insurance liabilities), please refer to Note 4(20) of the financial statements; for critical accounting estimates and assumptions of claims reserve, please refe1 to Note 5(2) of the financial statements; for details on claims reserve, please refer to Note 6(8) of the financial statements.

The Company's claims reserve accounts for 62% of its insurance liabilities. Aside from statutorily required洄urances, the Company estimates the ultimate loss ratio and provisions claims reserve based on assessment factors such as information provided by the ceding company, claim development factors, contract type, insurance risk characteristics, market information, and judgement for the experience of claims and underwriting. Because claims reserve is material to the financial statements and the methods and assumptions for calculating claims reserve involve management's professional judgement, we have thus included the estimation of claims reserve as one of the key audit matters in our audit.

How our audit addressed the matter

The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

On a sample basis, checked the accuracy and completeness of financial information used in calculating c區ms reserve.
Used the work of actuarial specialists to assist us in assessing the reasonableness oflncurred-But-Not Reported losses reserve (including assumed and ceded claims reserve), including
(1) On a sample basis, examined the rationale of the method for calculating the Incun-ed-But-Not Reported losses reserve.
(2) On a sample basis, examined the rationale of the assumptions used by the Company.
(3) On a sample basis, recalculated Incurred-But-Not-Reported losses reserve under the assumptions used by the Company to ensure the accuracy of the reserves recognized by the Company.
3.Tested a selection of material claims that were Reported-But-Not-Paid and assessed the reasonableness of the claims reserve for such cases.

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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拓eparation of Financial Reports by Insurance Enterprises and the International Financial Repo1iing Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 ab山ty to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including 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扣gh level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from error or fraud 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 generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

I. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the唧ropriateness 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 ab山ty to continue as a going concern. If we conclude that a material uncertainty exists, we 沮:e 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 audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditors'report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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資試

Chen, Hsien-I Lee, Hsiu-Ling �,lk£訌凶＾，战/..-&r尸，工

For and on behalf of PricewaterhouseCoopers, Taiwan

March 18, 2021

The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ f[r] om those generally accepted in countJ·ies and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and independent auditors'repo1t are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

CENTRAL REINSURANCE CORPORATION

Earnings Distribution Plan

For the Year of 2020

CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020	CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020	CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020
`（`Unit: NT$`）`
Items	Total	Grand Total
Unappropriated retained earnings ofpreviousyears		301,036,188
Add`：`The remeasurements of defined benefitplans(Note 1)	(3,012,852)
Add`：`Net income of 2020	1,515,729,098
Less`：`Legal reserve	(302,543,249)
Less`：`Special reserve(Note 2)	(399,405,054)	810,767,943
Retained earnings in 2020 available for distribution		1,111,804,131
Distributable item`：`
Shareholders' dividends`－`Cash dividends: NT$1.3per share	767,505,375	767,505,375
Unappropriated retained earnings		344,298,756

Note 1:Pursuant to Article 11 of the Rules for the Preparation of Financial Reports by Insurance Institutions, the Company defined the remeasurements of defined benefit plans transferred to retained earnings. Note 2:According to the Insurance regulations, the provision for equalization reserve NT$399,405,054 of the year 2020 had been recognized as special reserve.

Note 3:The surplus of year 2020 is allocated by priority .

Audit Committee’s Review Report

TO ： 2021 Annual General Meeting of Shareholders

Central Reinsurance Corporation (Central Re)

The Board of Directors has prepared the Company’s 2020 business report, financial report, and proposal for distribution of earnings. The CPA firm of PricewaterhouseCoopers, Taiwan has audited the financial report and issued the audit report.

The above business report, financial report, and proposal for distribution of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of Central Re. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Central Reinsurance Corporation

Convener of the Audit Committee: Chou, Yu-Cheng

March 18, 2021

CENTRAL REINSURANCE CORPORATION

Comparison Table for the Rules for Procedure of the Shareholders’ Meeting

Before and After Amendments

	After amendment		Before amendment	Reason for amendment
	Article 2 The shareholders attending the Meeting by themselves or through proxies (hereinafter referred to as “the Shareholders”) shallwear the sign-in card and identification document. The number of shares for attending the meeting shall be counted according to sign-in card signed and submitted by shareholders. The number of representatives of institutional shareholders attending the shareholders’ meeting shall not exceed the total number of current directors of the Company. Where an institutional shareholder is delegated to attend the shareholders’ meeting, such institutional shareholder shall only appoint one (1) representative to attend the meeting.		Article 2 Theattendingshareholdersor shareholders attending through proxies (hereinafter referred to as “the Shareholders”) shallhand over check-in cards in lieu of signing in. The number of shares for attending the meeting shall be counted according tothe delivered check-in cards. Where an institutional shareholder is delegated to attend the shareholders’ meeting, such institutional shareholder shall only appoint one (1) representative to attend the meeting.	1. In compliance with practical operation for handling shareholder attendance registration, the paragraph 1 was amended. 2.The paragraph 3 of this Article was added in reference to the letter No. Ching-Shang-Tze-10 402404570 promulgated by Ministry of Economic Affairs on March 10, 2015, which stated that a company may specify the limit on the number of representatives of institutional shareholders attending the shareholders’ meeting. 3. The order of paragraphs was rearranged, and text revisions.
	Article 3 Quorum and votes of shareholders’ meeting shall be counted on the basis of number of shares. The Company shall announce the number of non-voting shares, the number of shares in attendance and other		Article 3 Quorum and votes of shareholders’ meeting shall be counted on the basis of number of shares.	1. The paragraph 2 of Article 9 of “Sample Template for○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” (hereinafter referred to as “ TSE

	After amendment	Before amendment	Reason for amendment
	relevant information.		Sample”) amended and announced per Public Announcement No. Taiwan-Stock Governance- 1100001446 of Taiwan Stock Exchange Corporation on January 28, 2021 , which stated that the chairman shall call meeting to order and announce the number of non-voting shares, the number of shares in attendance and other relevant information when the Shareholders Meeting commenced. Referring to the regulation mentioned above and practical operation of the Company, the paragraph 2 of this Article is added to specify the Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information at shareholders’ meeting. 2. The Chinese wording “shares”in paragraph

After amendment	Before amendment	Reason for amendment
		1 of this Article was amended while the English wording remains unchanged.
Article 11 The Company shall make an audio or video recording of the entire proceedings of the shareholders’ meeting, and shall preserve the recording for at least one (1) year. However, if any shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording shall be retained until the final conclusion of the lawsuit.	Article 11 The Company shall make an audio or video recording of the entire proceedings of the shareholders’ meeting, and shall preserve the recording for at least one (1) year. The staffs relating to the affairs of the meeting (including security personnel) shall wear identification tags or badges.	1. The proviso of the paragraph 1 of this Article was added in compliance with paragraph 2 of Article 8 of “TSE Sample” which stated that if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording of the entire proceedings of the shareholders’ meeting shall be retained until the final conclusion of the lawsuit. 2. For arranging the order of articles appropriately, the original paragraph 2 of this Article is shifted to the amended paragraph 1 of Article 28.
Article 19 The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers that discussion is adequate to make a resolution. The chairman shall arrange adequate voting time.	Article 19 The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers it has reached the extent for makinga resolution.	The Article was amended in reference with the paragraph 4 of Article 10 of “TSE Sample” which stated that “…the chairman shall arrange adequate voting time”.
Article 21 Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution	Article 21 Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution	Since the Company has adopted electronic voting in Shareholders’ Meeting, the

After amendment	Before amendment	Reason for amendment
shall be adopted by a majority vote by attending Shareholders. The resolution shall be voted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime.	shall be adopted by a majority vote by attending Shareholders. When a proposition is to be resolved, it may be passed by applause after the chairman finds that there is no objection; its effectiveness shall be same as resolved by voting. When any Shareholder expresses objection, the resolution shall be decided by voting.	resolutions at Shareholders’ Meetings are all voted on by casting ballots. Therefore, the paragraph 2 of this Article was amended to stipulate clearly that the resolutions shall be passed by casting ballots.

Article 22 The election of directors at a shareholders meeting shall be held in accordance with “The Directors Election Rules” of the Company.		1. Newly added article. 2. This article was added to specify the procedures and relevant matters of election of directors shall be proceeded in accordance with “The Directors Election Rules” of the Company.
Article 23 When a proposition is put to a vote, the chairman shall direct two (2) ballot supervising personnel and several ballot counting personnel to perform duties. However, such ballot supervising personnel must be a Shareholder of the Company. The result of voting shall be reported on the spot and recorded.Ballot supervising personnel shall seal the ballots, and shall turn them over to the Company for preservation after signing or affixingtheir seals on them.	Article 22 When a proposition is put to a vote, the chairman shall direct two (2) ballot supervising personnel and several ballot counting personnel to perform duties. However, such ballot supervising personnel must be a Shareholder of the Company. The result of voting shall be reported on the spot and recorded.Ballot supervising personnel shall seal the ballots, and shall turn them over to the Company for preservation after signing or affixing their seals on them.	1. The order of this article was rearranged. 2. The Chinese wording “recorded” was amended while the English wording remains unchanged.

After amendment	Before amendment	Reason for amendment
Article 24 A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies: 1. The ballot used was not prepared by the Board. 2. A blank ballot has been placed in the ballot box. 3. The ballot is illegible due to damage or indistinct writing. 4. The ballot has been altered or bears extraneous written text or symbols. 5. Both consent and oppose have been marked.	Article 23 A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies: 1. The ballot used was not prepared by the Board. 2. A blank ballot has been placed in the ballot box. 3. The ballot is illegible due to damage or indistinct writing. 4. The ballot has been altered or bears extraneous written text or symbols. 5. Both consent and oppose have been marked.	The order of this article was rearranged.
Article 25 If a Shareholder disputes any matters such as the voting process, the ballot counting method or the validity of ballots, the ballot supervising personnel shall state the Shareholder’s account number, the number of voting rights, and the subject of the dispute, then sign or seal for preservation.	Article 24 If a Shareholder disputes any matters such as the voting process, the ballot counting method or the validity of ballots, the ballot supervising personnel shall state the Shareholder’s account number, the number of voting rights, and the subject of the dispute, then sign or seal for preservation.	The order of this article was rearranged.
Article 26 If there shall be an amendment or alternative to one proposition, the chairman may combine the amendment or alternative into the original proposition and determine their orders for resolution. If one of the above shall be resolved, the others shall be considered as rejected, upon which no	Article 25 If there shall be an amendment or alternative to one proposition, the chairman may combine the amendment or alternative into the original proposition and determine their orders for resolution. If one of the above shall be resolved, the others shall be considered as rejected, upon which no	The order of this article was rearranged.

After amendment	Before amendment	Reason for amendment
further resolution shall be required.	further resolution shall be required.
Article 27 The deliberation conducted at a shareholders’ meeting shall be recorded in the meeting minutes. The contents and distribution of minutes shall be in accordance with Article 183 of the Company Law and the minutes of shareholders’ meetings must be preserved as long as the Company is in existence.	Article 26 The deliberation conducted at a shareholders’ meeting shall be recorded in the meeting minutes. The contents and distribution of minutes shall be in accordance with Article 183 of the Company Law and the minutes of shareholders’ meetings must be preserved as long as the Company is in existence.	The order of this article was rearranged.
Article 28 The staffs conducting the affairs of the meeting (including security personnel) shall wear badge or armband for identification purpose. The chairman may ask pickets or security personnel to help maintain order at a meeting. Shareholder who violate the rules of this procedure and defy the chairman’s correction, or obstruct the proceeding of the meeting and refuse to stop, the chairman may direct the pickets (including security personnel) to escort the shareholder off the meeting.	Article 27 The chairman may ask disciplinary or security personnel to help maintain order at a meeting.	1. The order of this article was rearranged. 2. For arranging the order of articles appropriately, the original paragraph 2 of Article 11 was shifted to the paragraph 1 of this Article and the order of the paragraphs were rearranged. 3. The paragraph 4 of Article 17 of “TSE Sample” stated that when a shareholder violates the rules of procedure and defies the chair's correction, or obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the pickets to escort the shareholder off the

After amendment	Before amendment	Reason for amendment
		meeting. Referring to the regulation mentioned above, the paragraph 3 of this Article was added.
Article 29 The Rules shall takeeffect after been passed by the shareholders’ meeting and the same procedure shall apply when they are revised.	Article 28 The Rules shall takeeffect after been passed by the shareholders’ meeting and the same procedure shall apply when they are revised.	The order of this article was rearranged, and the Chinese wording “effect” was amended while the English wording remains unchanged.
	Article 29 The Rules were duly established on February 20, 1998; The 1st amendment was made on September 29, 1998; The 2nd amendment was made on October 24, 2000; The 3rd amendment was made on June 25, 2002; The 4th amendment was made on June 9, 2006; The 5th amendment was made on June 13, 2008; The 6th amendment was made on June 15, 2011; The 7th amendment was made on June 15, 2012.	1. Delete this Article. 2. Considering the history of the Rules is not the necessary content of Article, it is proposed to delete it and record it separately.

Central Reinsurance Corporation 2021 Annual General Meeting of Shareholders Roster of Independent Director Candidate

Name	Gender	Expertise	Major Education and Experience	Concurrent Positions	Shares
Liu, Wei	Male	Business Management Financial & Accounting Finance & Insurance	(Education) Master of Arts in Economics and Energetics, New York University Bachelor of Science in Geography, National Taiwan University (Experience) Financial Advisory, K2 Management A/S, Taiwan Branch Executive Director, JPMorgan Asset Management (Taiwan) Ltd. Senior Vice President, Dept. of Investment, Prudential Life Insurance Company of Taiwan Inc. Senior Manager, Nan Shan Life Insurance Co., Ltd. Head of Research, AIG Investments Consulting Corporation Taiwan Ltd.	Director, First Securities Investment Trust Co., Ltd.	0

CENTRAL REINSURANCE CORPORATION ARTICLES OF INCORPORATION

Chapter 1 GENERAL PROVISIONS

Article 1

This Company is incorporated pursuant to the provisions governing a company limited by Shares of the Company Law of Republic of China with the name of 中央再保險股份有限公司 in Chinese and CENTRAL REINSURANCE CORPORATION in English.

Article 2

The Company may engage in the activity of H501031 Reinsurance Business.

Article 3

The office of the Company is located in Taipei, Taiwan, where necessary, the Company may have branches or offices established within or outside the Republic of China as approved by competent authority.

Article 4

The fund management and investment of the Company, in compliance with Insurance Law and related regulations, shall not be subject to the restriction of not exceeding 40 percent of the paid-up capital of the Company pursuant to Article 13 of the Company Law.

Chapter 2 SHARES

Article 5

The total authorized capital of the Company shall be NT$6,000,000,000 divided into 600,000,000 shares at NT$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.

Article 6

The shares issued by the Company may be paperless and must be registered in the Securities Central Depositary Business Institution.

Article 7

Registration of share transfer, within sixty (60) days before the date of Annual General Meeting of the Shareholders, thirty (30) days before the date of Extraordinary Meeting of Shareholders, or five (5) days before the date fixed by the Company for distribution of dividends, bonus or other benefits, shall not be conducted.

Chapter 3 SHAREHOLDERS’ MEETING

Article 8

The Shareholders’ Meeting of the Company consists of two categories; the Annual General and Extraordinary Meetings;

－ The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
－ The Extraordinary Meeting of the Company may be duly held if necessary.

Article 9

Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders’ Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders.

Article 10

A shareholder who is unable to attend a Shareholders’ Meeting may appoint a proxy to attend and vote on his behalf pursuant to a power of attorney printed and distributed by the Company duly issued by the Shareholder stating the ambit of the proxy’s authority.

Article 11

Unless otherwise provided under the Company Law and related regulations, the quorum for a Shareholders’ Meeting shall be duly adopted by a majority in the meeting attended by Shareholders who represent a majority of the total issued shares.

Article 12

The shareholders of the Company shall have one voting right for each share, unless otherwise regulated under the relevant laws and regulations.

Article 13

When Shareholders’ Meeting is convened by the Board of Directors, its chairman shall be processed in accordance with the provisions in Article 208 of the Company Law.

When the meeting is convened by other party with right of summons other than the Board of Directors, the Chairman shall be undertaken by that party with right of summons. When there are two or more parties with right of summons, one party will be elected from these parties.

Article 14

The resolutions adopted by the Shareholders’ Meeting shall be reported in the minutes. The content, distribution and other essentials of the minutes shall be made in accordance with the provision of Article 183 of the Company Law.

Chapter 4 DIRECTORS AND MANAGERS

Article 15

The Company shall have seven to nine (7~9) Directors.

The election of the Directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. The shareholders shall elect the Directors from the list of candidates announced by the Company. The related matters shall be processed according to the relevant regulations.

The total number of shares that should be held by all Directors of the first paragraph shall be subject to the provision established by the Securities Management Institution.

Article 16

The Directors shall be elected at the Shareholders’ Meeting from competent persons in accordance with law provisions. They shall have a three-year term of office and are eligible for re-election. The Directors may, according to Article 199 of the Company Law, be discharged at any time by a resolution passed at a Shareholders’ Meeting.

Article 17

There should be three (3) Independent Directors of the total number of directors as stipulated in Article 15.

Independent and non-independent directors shall be elected at the same time with respective eligible numbers.

The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election and any other matters as required with respect to independent directors shall be in compliance with Securities and Exchange Act and the related regulations.

Article 18

The Directors shall constitute the Board. The Chairman shall be elected at a meeting attended by at least two thirds (2/3) or more of the entire Directors and by a simple majority vote of the Directors present at the meeting and may also elect a Vice Chairman in the same manner.

The Chairman of the Board of Directors shall internally preside at the Meetings

of Shareholders and Meetings of the Board of Directors, and shall externally represent the Company. When the Chairman is on leave of absence or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with Article 208 of the Company Law.

Article 19

When the number of vacancies in the Board of Directors equals to one third (1/3) of the total number of Directors, the Board of Directors shall convene an Extraordinary Shareholders’ Meeting for election of supplementary Directors within sixty (60) days of such occurrence in accordance with the laws. The term of office of the supplementary Directors shall be limited to make up the original term of office.

When an independent director is discharged for any reason, resulting in a shortage of number of directors required under paragraph 1 of Article 17, a by-election for independent director shall be held at the next following shareholders’ meeting. When all independent directors have been discharged, the Board of Directors shall convene a shareholders’ meeting for by-election within sixty (60) days of such occurrence.

Article 20

For execution of business of the Company, apart from items that are separately specified in related laws or the Articles of Incorporation to be resolved at the Shareholders’ Meeting, all items shall be resolved by the Board of Directors.

Article 21

The Company shall establish an audit committee according to Article 14-4 of the Securities and Exchange Act. The exercise of Audit Committee and its members’ duties and authorizations and matters relating thereto, shall be in compliance with Securities and Exchange Act and the related regulations.

Article 22

The meeting of the Board of Directors of the Company shall be informed to each Director with a notice stating matters to be discussed seven (7) days prior to convening such meeting. Nevertheless, in case of emergency, the said meeting may be convened immediately.

The notice set forth in the preceding paragraph may be served in the form of written document, e-mail or fax.

The meeting of the Board of Directors shall be attended by the Directors personally. Where a Director is unable to attend a meeting, he or she may authorize another Director to attend on his or her behalf by issuing a power of attorney specifying the notified matters and the ambit of the authorization.

Each Director shall only accept one proxy.

Unless otherwise provided under the related regulations or this Articles of Incorporation, resolutions of the Board of Directors shall be adopted by the approval of a majority of the Directors in a meeting attended by a majority of all the Directors.

A meeting of the Board of Directors may be conducted through video conference, and the Directors who participate in video shall be deemed to have attended the meeting in person.

Article 23

The remuneration of the Directors is authorized to be resolved by the Board of the Directors according to their level of participation of the Company’s operation and their value of contribution as well as the normal standard of the industry.

Article 24

The Company may take out liability insurance for all Directors during their terms of offices to cover their legal liability for damages arising from their performance of duties.

The Company may also indemnify within a certain amount to Director(s), who is (are) liable to pay compensation or legal expense, except for those caused by their intentional or gross negligence acts or by a suit brought in accordance with a resolution of the Shareholders’ Meeting.

The so-called “a certain amount” in the preceding paragraph is authorized to be resolved by the Board of Directors according to the actual situations.

Article 25

An Audit Division is to be set up under the Board of Directors to perform internal audits with independent and objective spirit, and to report to the Board of Directors on regular basis.

A Chief Auditor shall be appointed to the Audit Division. The appointment, discharge or transfer of the Chief Auditor shall be concurred by more than two thirds (2/3) of the entire directors.

The Audit Division may have one or more auditors. The appointment of auditors shall be proposed by the Chief Auditor and approved by the Chairman of the Board of Directors.

Article 26

The company may appoint managers. Appointment, discharge and the remuneration of the managers shall be made in accordance with the provisions of Article 29 of the Company Law.

Chapter 5 ACCOUNTING

Article 27

Fiscal year of the Company falls between January 1st and December 31st of each year. Before the commencement of each fiscal year, budget and business plan shall be submitted to the Board of Directors Meeting for approval.

Article 28

After the end of each fiscal year of the Company, the Board of Directors shall prepare the following reports and submit in accordance with legal procedures for approval by the shareholders at the Annual General Meeting:

－ Business report.
－ Financial statements.
－ Proposal for profit distribution or loss restitution.

Article 29

Minimum 0.5% of profit of the current year distributable as employees’ compensation and not exceed 1% of profit of the current year distributable as remuneration of Directors shall be distributed when the Company have profit. However, the Company’s accumulated losses shall have been covered before distributing employees’ compensation and remuneration of Directors by the aforementioned principles.

Employees’ compensation may be distributed in the form of shares or in cash; Remuneration of Directors shall be distributed in the form of cash only.

The profit set out in the first Paragraph is meaning thereto income before income tax of the current year including the profit of employees’ compensation and remuneration of Directors.

The amount of payment of the employees’ compensation and the remuneration of Directors and the distribution manner of the employees’ compensation shall be adopted by a majority vote at a meeting of the Board of Directors attended by two-third of the total number of directors and then to be reported to the shareholders meeting.

Article 29-1

Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied firstly towards making up any losses incurred by the Company

in the previous years, secondly retaining twenty (20) percent of the balance thereof as legal reserve, then setting aside or release special reserve in accordance with regulations and adding previous retained earnings for the Board of Directors to make surplus profit proposal for distribution for resolution by the Shareholders’ Meeting.

Shareholders’ dividend may be distributed in cash dividend and stock dividend, with the cash dividend not less than fifty (50) percent of the total amount of distribution.

Chapter 6 MISCELLANEOUS

Article 30

The Company may set up executing units in accordance with business needs where their rule and regulation shall be separately stipulated.

The Board of Directors may set up functional committees in accordance with regulations or business needs. Their Charters shall be made by the Board of Directors.

Article 31

Any matter not provided for by this Articles of Incorporation shall be subject to the Company Law and related regulations.

Article 32

Various operation procedures of the Company shall be separately stipulated by the President where substantial rule and regulation shall be reported to the Board of Directors for approval.

Article 33

This Articles of Incorporation entered into force from the date resolved by the Shareholders’ Meeting and the same procedure shall apply when it is revised. The history is as follow:

(1) These Articles were originally established on October 26, 1967.
(2) The 1st to the 23rd amendments were made between January 18, 1972 and October 26, 2005.
(3) The 24th amendment was made on June 15, 2007.
(4) The 25th amendment was made on June 13, 2008.
(5) The 26th amendment was made on June 18, 2010.
(6) The 27th amendment was made on June 15, 2012.
(7) The 28th amendment was made on June 13, 2013.

(8) The 29th amendment was made on June 11, 2014. (9) The 30th amendment was made on May 27, 2016.

CENTRAL REINSURANCE CORPORATION Chairman Yang, Cheng-Tui

CENTRAL REINSURANCE CORPORATION

RULES FOR PROCEDURE OF THE SHAREHOLDERS’ MEETING

Article 1

The shareholders’ meetings of Central Reinsurance Corporation (hereinafter referred to as “the Company”) shall be conducted pursuant to these Rules.

For matters not prescribed in these Rules, except where explicitly prescribed by Company Law, the Company’s Articles of Incorporation, and other laws and regulations, the chairman shall decide such matters.

Article 2

The attending shareholders or shareholders attending through proxies (hereinafter referred to as “the Shareholders”) shall hand over check-in cards in lieu of signing in.

The number of shares for attending the meeting shall be counted according to the delivered check-in cards.

Where an institutional shareholder is delegated to attend the shareholders’ meeting, such institutional shareholder shall only appoint one (1) representative to attend the meeting.

Article 3

Quorum and votes of shareholders’ meeting shall be counted on the basis of number of shares.

Article 4

Venue of the shareholders’ meeting shall be at the place where the Company is located or at any other place where it is convenient for the Shareholders to attend and is suitable for the meeting to be conducted. The meeting shall commence not earlier than 09:00 A.M. or not later than 03:00 P.M.

Article 5

Except where prescribed by laws and regulations, the Board of Directors shall convene shareholders’ meetings.

All Shareholders shall be notified thirty (30) days in advance of an annual general shareholders’ meeting. All Shareholders shall be notified fifteen (15) days in advance of an extraordinary shareholders’ meeting.

Those Shareholders who hold less than 1,000 shares of stock may be notified by means of posting a public announcement on the Market Observation Post System of Taiwan Stock Exchange Corporation.

The subject matters of the meeting shall be explicitly stated in notices and the public announcement. When permitted by the recipients, notification may be done through electronic means.

Article 6

The Shareholders holding at least one percent (1%) of the total number of issued shares of the Company may submit written proposal for discussion in an annual general shareholders’ meeting to the Company.

Before the closure of transferring stocks of an annual general shareholders’ meeting, the Company shall publicly announce its readiness for acceptance of Shareholders’ proposals, its place of acceptance and period of acceptance. The period of acceptance may not be shorter than ten (10) days.

The Shareholders’ proposal shall be included in the agenda and stated in the subject of the notification when none of the following circumstances as reviewed by the Board applies:

The proposal is not a matter that may be resolved by shareholders’ meeting.
The proposing Shareholder holds less than one percent (1%) of issued shares at the time of closure of transferring stocks prior to the shareholders’ meeting.
The proposal was not submitted during the acceptance period publicly announced in the forgoing paragraph.
The proposing Shareholder has submitted more than one (1) proposal, or the proposal exceeds three hundred (300) words (including punctuations), or the proposal was not submitted in writing.

The Company shall notify the Shareholders who submitted proposals of the result of processing the proposal prior to the notification of the shareholders’ meeting. With regard to the Shareholders’ proposals not included in the meeting agenda, the Board shall state in the meeting handbook of the reason why such proposal was not included; No additional agenda will be included and there will not be any reference in the meeting minutes.

If the Shareholders’ proposals included in the meeting agenda according to the Paragraph 3 are similar proposals or are similar to the proposal of the Board of Directors, the chairman shall group the proposals and apply Article 25 of these Rules.

Article 7

The Shareholders who cannot attend a shareholders’ meeting in person may issue a proxy printed by the Company stating ambit of authorization to a designated person to attend.

The Shareholders attend a shareholders meeting by proxy shall conduct pursuant to the Company Law and relevant regulations.

Article 8

A meeting handbook shall be prepared when a shareholders’ meeting is convened. The meeting handbook and other relevant information concerning the meeting shall be publicly announced.

Time and manner of the public announcement of the preceding paragraph, main provisions of the meeting handbook and other compliance requirements should be processed in accordance with the Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies.

Article 9

Chairman of the Board shall serve as chairman of a shareholders’ meeting convened by the Board. If the Chairman has taken leave or cannot act for any reason, the Vice Chairman shall act in his stead. If the Chairman and Vice Chairman have both taken leave or cannot act for any reason, the Chairman shall designate one director to act on his behalf. If the Chairman has not designated any director to act as chairman, the directors shall elect one from themselves to serve as the meeting chairman.

When a shareholders’ meeting has been convened by a person with convening powers other than the Board, the convener shall serve as the chairman. If there are two or more conveners, they shall elect one from themselves to serve as the chairman.

Article 10

The Company may designate commissioned lawyers, certified public accountants, or other relevant personnel to present the shareholders’ meeting in a non-voting capacity.

Article 11

The Company shall make an audio or video recording of the entire proceedings of the shareholders’ meeting, and shall preserve the recording for at least one (1) year.

The staffs relating to the affairs of the meeting (including security personnel) shall wear identification tags or badges.

Article 12

Chairman of the meeting shall declare the meeting open when it’s time for meeting. However, chairman of the meeting may declare postponement of the meeting provided that the Shareholders represent not more than half of total number of issued shares, but such postponements are limited to twice and the total postponement time shall not be more than one (1) hour. If twice postponements cannot still constitute a majority, but the Shareholders represent over one third of the total number of issued shares, a tentative resolution may be passed by a majority of those present pursuant to the Paragraph 1 of the Article 175 of the Company Law.

If the Shareholders have been up to more than half of total number of issued shares before the conclusion of that meeting, the chairman may make the proposition to resolve such tentative resolution by vote pursuant to Article 174 of the Company Law.

Article 13

Where a shareholders’ meeting is convened by the Board of Directors, its agenda shall be arranged by the Board of Directors. Moreover, the meeting shall proceed on the basis of arranged agenda and cannot be changed without the resolution at the shareholders’ meeting.

Where a shareholders’ meeting is called by a convener who is entitled to call such meeting other than the Board of Directors, the preceding Paragraph shall be mutatis mutandis applicable.

Unless it has been duly resolved, chairman of the meeting shall not declare the meeting adjourned at discretion before the agenda as set forth in the preceding two Paragraphs (including motions) have been concluded.

After the meeting is over, the Shareholders shall not elect another chairman to preside to continue the meeting at the same place or any other place. However, if the chairman announces adjournment in violation of the Rules, then based on the consent of more than half of the voting rights of attending Shareholders one person shall be elected as the chairman to continue the meeting.

Article 14

Any Shareholder shall, before speaking at the meeting, present a speaking memo stating summary, shareholder A/C number (or attendance certificate number) and

A/C name. Speaking sequence shall be arranged by the chairman of the meeting.

In the event that a Shareholder only presents a speaking memo, but he/she doesn’t speak at the meeting, it shall be deemed that he/she speaks nothing at the meeting. If the speaking contents are not same as those indicated on the speaking memo, only the former shall be considered.

When a Shareholder is speaking, other Shareholders may not interfere by speaking unless being authorized by chairman or the Shareholder who is speaking. Chairman shall stop such violation.

Article 15

An attending Shareholder may question about report items on the agenda only after the chairman or person designated by the chairman has read or reported all report items. Each Shareholder may speak once concerning all report items and each instance may not exceed five (5) minutes.

When an attending Shareholder speaks with regard to the matters for recognition and discussion listed on the agenda, and to the motions made in the extraordinary motion session, each Shareholder shall speak no more than twice concerning each motion and each proposition and not exceeding five (5) minutes each time without obtaining the consent of the chairman.

Where a Shareholder speaks over the prescribed time limit or exceeds the bounds of the issue at hand, the chairman is entitled to stop such speaking. The chairman may direct disciplinary personnel (or security personnel) to take necessary measures to maintain order in the meeting place or ensure the smooth progress of the meeting if a speaker still refuses to stop talking or other interfering circumstances occur.

Article 16

When government or an institutional shareholder sends two or more representatives to attend a shareholders’ meeting, only one person may speak on each proposition.

Article 17

After an attending Shareholder has spoken, the chairman may personally respond, or designate another relevant person to do so.

Article 18

The chairman may announce an intermission at an appropriate time during a shareholders’ meeting.

Article 19

The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers it has reached the extent for making a resolution.

Article 20

Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a Shareholder shall have one voting right for each share.

Article 21

Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority vote by attending Shareholders.

When a proposition is to be resolved, it may be passed by applause after the chairman finds that there is no objection; its effectiveness shall be same as resolved by voting. When any Shareholder expresses objection, the resolution shall be decided by voting.

Article 22

When a proposition is put to a vote, the chairman shall direct two (2) ballot supervising personnel and several ballot counting personnel to perform duties. However, such ballot supervising personnel must be a Shareholder of the Company.

The result of voting shall be reported on the spot and recorded. Ballot supervising personnel shall seal the ballots, and shall turn them over to the Company for preservation after signing or affixing their seals on them.

Article 23

A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies:

The ballot used was not prepared by the Board.
A blank ballot has been placed in the ballot box.
The ballot is illegible due to damage or indistinct writing.
The ballot has been altered or bears extraneous written text or symbols.
Both consent and oppose have been marked.

Article 24

If a Shareholder disputes any matters such as the voting process, the ballot counting

method or the validity of ballots, the ballot supervising personnel shall state the Shareholder’s account number, the number of voting rights, and the subject of the dispute, then sign or seal for preservation.

Article 25

If there shall be an amendment or alternative to one proposition, the chairman may combine the amendment or alternative into the original proposition and determine their orders for resolution. If one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution shall be required.

Article 26

The deliberation conducted at a shareholders’ meeting shall be recorded in the meeting minutes. The contents and distribution of minutes shall be in accordance with Article 183 of the Company Law and the minutes of shareholders’ meetings must be preserved as long as the Company is in existence.

Article 27

The chairman may ask disciplinary or security personnel to help maintain order at a meeting.

Article 28

The Rules shall take effect after been passed by the shareholders’ meeting and the same procedure shall apply when they are revised.

Article 29

The Rules were duly established on February 20, 1998; The 1st amendment was made on September 29, 1998; The 2nd amendment was made on October 24, 2000; The 3rd amendment was made on June 25, 2002; The 4th amendment was made on June 9, 2006; The 5th amendment was made on June 13, 2008; The 6th amendment was made on June 15, 2011; The 7th amendment was made on June 15, 2012.

CENTRAL REINSURANCE CORPORATION THE DIRECTORS ELECTION RULES

Article 1

Unless otherwise provided in the laws and the Articles of Incorporation of Central Reinsurance Corporation (hereinafter referred to as “the Company”), the directors of the Company shall be elected in accordance with the Rules specified herein.

Article 2

The directors of the Company shall be elected at the shareholders’ meeting from competent persons.

Where a government agency or a juristic person acts as a shareholder of the Company, it may be elected as a director of the Company provided that it shall designate a natural person as its proxy to exercise, on its behalf, the duties of a shareholder.

Article 3

The term and required number of the directors shall be subject to the Articles of Incorporation of the Company.

The election of the directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. The shareholders shall elect the directors from the list of candidates announced by the Company. The related matters shall be processed according to the relevant regulations.

Independent and non-independent directors shall be elected at the same time and the votes shall be calculated separately with respective eligible numbers.

Article 4

The election of the directors shall be executed by adopting a disclosed cumulative voting method, and the candidates who obtain more votes than others from the election will be deemed elected in turn.

When the number of votes obtained by two or more candidates is the same causing an excess of the required number of the directors to be elected, the case shall be determined by drawing lots, and the Chairman of the shareholders’ meeting shall draw the lots for any candidate who is involved in the case but fails to attend the meeting.

Article 5

A shareholder may appoint a proxy to attend a shareholders’ meeting on his behalf for the election of directors. When a person who acts as the proxy for two or

more shareholders, the number of voting power represented by him shall not exceed 3% of the total number of issued shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

Article 6

In the process of electing directors at a shareholders’ meeting, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.

Article 7

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting.

Article 8

If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a non-shareholder, the voter shall enter the candidate’s full name and identity card number. However, when the candidate is a government agency or a juristic person, the name of the government agency or the juristic person shall be entered in the column for the candidate’s account name in the ballot paper; if a candidate is a proxy of a government agency of a juristic person, the name of the government agency or the juristic person and the proxy’s name shall be entered in the column for the candidate’s account name in the ballot paper.

Article 9

Before the election begins, the Chairman shall appoint two (2) ballot supervising personnel and several ballot counting personnel to perform the relevant duties.

The ballot supervising personnel must be a shareholder of the Company.

Article 10

The duties of ballot supervising personnel are as follows:

1.Maintenance of order and prevention of interference in the voting.
2.Monitoring and auditing the ballot counting.
3.Confirmation of the invalid ballot.
4.Signature on ballot counting related documents.

Article 11

A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies:

The ballot was not prepared by the board of directors of the Company;
Blurred writing that cannot be identified of the candidate’s name;
The number of candidates filled in the ballot exceeding two (2) or more;
The ballot was erased or changed;
Other wordings or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number);
If the candidate whose name is entered in the ballot is a shareholder, and the candidate’s account name and shareholder account number do not conform with those given in the shareholder register;
The candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match;
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual;
The ballot was not dropped into the ballot box designated by the Chairman.

Article 12

The ballots shall be calculated on site immediately after the end of the voting, and the results of the calculation shall be announced by the Chairman at the meeting.

Article 13

The Company shall issue notifications to the directors elected.

Article 14

Any matter not provided for by the Rules shall be subject to the Company Law, the Articles of Incorporation of the Company and related regulations.

Article 15

The Rules and any revision thereof shall become effective after approval at the shareholders’ meeting.

The History of “The Directors and Supervisors Election Rules”

The Rules were duly established on February 20, 1998;

The 1st amendment was made on September 29, 1998;

The 2nd amendment was made on October 24, 2000;

The 3rd amendment was made on June 25, 2002;

The 4th amendment was made on June 15, 2007;

The 5th amendment was made on June 13, 2013;

The 6th amendment was made on June 11, 2014, and the name was revised to “The Directors Election Rules”.

CENTRAL REINSURANCE CORPORATION

Shareholdings of Directors

Title	Name	Shares held
Chairman	Evergreen International Corp. Representative: Yang,Cheng-Tui	207,419,251
Director	Evergreen International Corp. Representative: Tai,Jiin-Chyuan
Director	Evergreen International Corp. Representative: Cheng,Ching-Fen
Director	Evergreen Marine Corp. (Taiwan) Ltd. Representative: Wu,Kuang-Hui	49,866,466
Director	Ministry of Finance, R.O.C. Representative: Lee, Yi-Fen	113,792,773
Director	Ministry of Finance, R.O.C. Representative: Chen, Kuan-Pao
Independent Director	Chou, Yu-Cheng	0
Independent Director	Chang, Bing-Huang	0
Total		371,078,490

Notes:

As of March 30, 2021, the book closure date for the Company’s shareholders’ meeting, the total number of shares already issued is 590,388,750 shares.
The minimum shareholding required to be held by all directors is 18,892,440 shares.

AI assistant

Central Re — AGM Information 2021

52207_rns_2021-08-04_3d5e7de9-019f-45e3-97e1-0e33f176107e.pdf

CENTRAL REINSURANCE CORPORATION

Table of Contents

AGENDA FOR THE MEETING

APPENDICES

CENTRAL REINSURANCE CORPORATION

2021 Annual General Shareholders’ Meeting

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman’s Address.

III. Report Items:

IV. Ratification and Discussion Items:

Proposed by the Board of Directors Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report. (Handbook pages 5-21) Please ratify.

Proposed by the Board of Directors Proposal 2: Ratification of 2020 earnings distribution. (Handbook page 22) Please ratify.

Description:

Resolution:

V.Election Item:

Proposed by the Board of Directors

Proposal: Proposal to by-elect one Independent Director of the Company. Description:

Election Results:

VI. Other Item:

Proposed by the Board of Directors

Proposal: Discussion on approving the release of restrictions of competitive activities of the newly elected Independent Director. Please discuss.

Description:

Resolution:

VII. Extraordinary Motions.

VIII.Meeting Adjournment.

CENTRAL REINSURANCE CORPORATION

Business Report of the year 2020

1.2.1 Capital Management:

1.2.2 Reserve Adequacy:

1.2.3 Fund Investment:

1.3 Credit Ratings:

2 Budget Implementation and Financial Status

3 Profitability Analysis

4 Research & Development

4.1 Research & Development/Customer Service

CENTRAL REINSURANCE CORPORATION

BALANCE SHEETS

CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CHANGES IN EQUITY

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CASH FLOWS

pwc 資試

INDEPENDENT AUDITORS'REPORT

PWCR20000366

Opinion

Basis for opinion

Key audit matters

pwc 資試

Recognition of reinsurance revenue

Description

How our audit addressed the matter

pwc 資試

Estimation of claims reserve

Description

How our audit addressed the matter

pwc 資試

Responsibilities of management and those charged with governance for the financial

statements

Auditors'responsibilities for the audit of the financial statements

pwc 資試

pwc

資試

March 18, 2021

CENTRAL REINSURANCE CORPORATION

Earnings Distribution Plan

For the Year of 2020

Audit Committee’s Review Report

CENTRAL REINSURANCE CORPORATION

Comparison Table for the Rules for Procedure of the Shareholders’ Meeting

Before and After Amendments

Central Reinsurance Corporation 2021 Annual General Meeting of Shareholders Roster of Independent Director Candidate

CENTRAL REINSURANCE CORPORATION ARTICLES OF INCORPORATION

Article 1

Article 2

Article 3

Central Re AGM Information 2021