Stock Code ： 1905

Chung Hwa Pulp Corporation 2020 Annual General Meeting of Shareholders

Meeting Handbook

Date: June 30, 2020

Venue: 3F, No.24, Sec. 1, Hangjhou S. Rd., Taipei City, GIS Convention Center

Note: This is a translation of the meeting handbook of the 2020 Annual general meeting of shareholders of Chung Hwa Corporation. This translation is intended for reference only and nothing else, the company here by disclaims any and all liabilities whatsoever for the translation. The Chinese text of the handbook shall govern any and matters related to the interpretation of the subject matter stated herein.

Contents

I. Meeting Agenda………………………………………………………………………………………1 II. Items to Report……………………………………………………………………………………….2 1. Report on the business status for the year 2019……………………………………………….2 2. Audit committee's review report on financial statements for the year 2019…………………....2 3. Report on distribution of employees' compensation, and directors' compensation for the year 2019………………………………………………………………………………………....2 4. Report of the amendment of “the Rules of Board Meetings”………………………………….2 5. Report of the amendment of “the Procedures for Repurchase of Shares and Transfer to Employees”………………………………………………………………………………….3 6. Report on the resolution of the Company's Board of Directors to repurchase the Company's shares………………………………………………………………………………………..3 III. Ratifications…………………………………………………………………………………………4 1. Ratifications of the Company's financial statements for the year 2019………………………..4 2. Ratifications of the Company's earnings appropriation for the year 2019…………………….4 IV. Proposals for Discussion…………………………………………………………………………….5 1. Proposal of amendment to the Company's "Articles of Incorporation" …………………….....5 2. Proposal of amendment to the Company's "Rules of Procedure for the Shareholders' Meeting"…………………………………………………………………………………….5 V. Extraordinary Motions……………………………………………………………………………….6 VI. Appendix……………………………………………………………………………………………7 1. 2019 Business Report…………………………………………………………………………7 2. Consolidated Financial Statements and Independent Auditors' Report………………………...9 3. Standalone Financial Statements and Independent Auditors' Report…………….....................20 4. Audit Committee's Review Report…………………………………………………………...31 5. Statements of Earnings Appropriation……………………………………………………......32 6. Table of Comparison of Rules of Board Meetings……………………………………….......33 7. Table of Comparison of the Procedures for Repurchase of Shares and Transfer to Employees40 8. Table of Comparison of the Articles of Incorporation………………………………………..45 9. Rules of Procedure for the Shareholders' Meetings (After Amendment)…………………......52 10. Articles of Incorporation…………………………………………………………………....57 11. Rules of Procedure for the Shareholders Meetings………………………………………….62 12. Name and Current Shareholding of Directors……………………………………………....65

(Complete financial reports available at: https://mops.twse.com.tw)

2020 Annual General Meeting of Shareholders Chung Hwa Pulp Corporation

Date and Time: June 30, 2020 (Tuesday), 9 A.M. (Taipei Time) Venue: 3F, No.24, Sec. 1, Hangzhou S. Rd., Taipei City. GIS MOTC Convention Center

Meeting Procedure:

Called to Order
Chairperson Takes the Chair
Chairperson's Remarks
Items to Report
Ratifications
Proposals for Discussion
Extraordinary Motions
Adjournment

Items to Report

Please review the report on the business status for the year 2019.

Description:

(1) The Company's consolidated operating income for 2019 is NT$20,689,397 thousand. After deducting the operating cost, the gross profit is NT$1,213,022 thousand, and after deducting the operating expenses, the operating income is -NT$383,777 thousand. Then, after adding the net non-operating income of NT$21,365 thousand, the net income before tax is -NT$362,412 thousand, and adding the tax benefit of NT$60,328 thousand, the profit after tax is -NT$302,084 thousand. Of the foregoing, the net loss attributable to the owners of the Company is NT$245,098 thousand, and the net loss attributable to non-controlling interests is NT$56,986 thousand. After adding the other comprehensive profit of NT$34,337 thousand to the consolidated net loss, the total comprehensive income of the term is a loss of NT$267,747 thousand. The total comprehensive income attributable to the owners of the Company is a net loss of NT$116,582 thousand, the total comprehensive income attributable to non-controlling interests is a net loss of NT$151,165 thousand, and the basic earnings per share is -NT$0.22..
(2) Please refer to Appendices 1–3 for the business report and the related financial statements (see pages 7 to 30) for details.
Please review the Audit Committee's review report on financial statements for the year 2019.
- Proposed by the Audit Committee

Description:

The Company's 2019 consolidated and standalone financial statements have been audited by CPAs, and the statements, business report, and loss appropriation table have been reviewed by the Audit Committee. Please refer to Appendices 1–5 (see pages 7 to 32) for details.

Please review the report on distribution of employees' compensation, and directors' compensation for the year 2019.

Proposed by the Board

Description:

The Company will not pay remuneration to employees or directors due to the resulting loss of the annual income settlement for 2019. This case was deliberated and approved by the second meeting of the Remuneration Committee on March 18, 2020 and by the fourth meeting of the eighteenth Board of Directors on March 23, 2020. Please report to the shareholders' meeting in accordance with the Company's Articles of Incorporation.

Please review the report of the amendment of “the Rules of Board Meetings”.

Proposed by the Board

Description:

(1) In order to cooperate with the competent authority's amendments to the Securities and Exchange Act and the Company Act, amendments to the Rules and Procedures for Board of Directors Meetings were approved during the second meeting of the eighteenth Board of Directors on August 13, 2019, and the fourth meeting of the eighteenth Board of Directors on March 23, 2020.
(2) Please refer to Appendix 6 (see pages 33 to 39) for the full text and the comparison table of the amended articles of “the Rules of Board Meetings”.

Please review the report of the amendment to “the Procedures for Repurchase of Shares and Transfer to Employees”.

Proposed by the Board

Description:

(1) To handle the transfer of repurchased shares to employees, in accordance with the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, amendments to the Procedures for Repurchase of Shares and Transfer to Employees were approved during the fifth meeting of the 18th Board of Directors on May 14, 2020.
(2) Please refer to Appendix 7 (see pages 40 to 44) for the full text and the comparison table of the amended articles of “the Procedures for Repurchase of shares and Transfer to Employees”.
Please review the report on the resolution of the Company's Board of Directors to repurchase the Company's shares.

Proposed by the Board

Description:

The Company's third repurchase of shares for the purpose of transferring to employees has been approved by the fifth meeting of the 18th Board of Directors on May 14, 2020, and according to Article 28-2, Paragraph 7 of the Securities and Exchange Act, the report on the resolutions of the Board of Directors is as follows:

i.Purpose of the share repurchase: to transfer shares to employees
ii.Type of shares to repurchase: common shares
iii.Ceiling on total monetary amount of the share repurchase: NT$300,000 thousand
iv.Scheduled period and number of shares to repurchase: From May 15, 2020 to July 14,
2020; expected to repurchase 30,000 thousand shares
v.Repurchase price range: NT$5.8 to NT$10.0 per share. When the Company's stock price is below the set floor price, the Company will continue its exercise plan.
vi.Method for the repurchase: to repurchase shares from the centralized securities exchange market

Ratifications

Please ratify the Company's financial statements for the year 2019.

Description:

The Company's 2019 financial statements have been audited by the CPAs, and the statements and business report have been reviewed by the Audit Committee. Please refer to Appendices 1 - 4 (see pages 7 to 31) for details. Resolution:

Please ratify the Company's earnings appropriation for the year 2019.

Proposed by the Board

Description:

(1) The Company's undistributed earnings at the beginning of 2019 were NT$2,474,827,943; after deducting the net loss after tax of NT$245,098,144 and adding the equity change due to the equity method investment of NT$10,344,225 and the remeasurement amount of the welfare plan of -NT$3,949,396, the accumulated undistributed earnings at the end of the period is NT$2,236,124,628.
(2) The Company will not pay dividends to shareholders due to the after-tax losses in 2019.
(3) Please refer to Appendix 5 for details of the Statement of Earnings Appropriation for 2019. (See page 32).

Resolution:

Proposals for Discussion

Proposal of amendment to the Company's “Articles of Incorporation”. Please proceed to discuss.
Proposed by the Board

Explanation:

(1) To accommodate the Company's policies, business scope items have been added and plans are being made to revise certain provisions in the Articles of Incorporation.
(2) Please refer to Appendix 8 (see pages 45 to 51) for the full text and the comparison table of the amended articles of “the Articles of Incorporation”.
Resolution:
Proposal of amendment to the Company's “Rules of Procedure for the Shareholders' Meeting”. Please proceed to discuss.

Proposed by the Board

Explanation:

(1) Handled according to TWSE's announcement Tai-Zheng-Zhi-Li-Zi No. 1080024221 on January 2, 2020, to amend the XX Co., Ltd. Shareholders' Meeting Policy Example.
(2) The Company referred to the Public Company Shareholders' Meeting Policy Example issued by the Securities & Futures Institute on August 4, 1997, in establishing the Shareholders' Meeting Policy; the aforementioned regulations are no longer applicable according to the announcement by FSC. The Company plans to void the original Shareholders' Meeting Policy and establish another Shareholders' Meeting Policy in reference to the ○○ Co., Ltd. Shareholders' Meeting Policy Example.
(3) Please refer to Appendix 9 (see pages 52 to 56) for the revised “Rules of Procedure for the Shareholders' Meeting”.

Resolution:

Extraordinary Motions

Appendix Appendix 1

2019 Business Report

According to the estimate released by the Chung-Hua Institution for Economic Research on December 18, 2019, the economic growth rate for 2019 is 2.54%, which is 0.21 percentage points lower than the 2.75% of 2018, and the economic growth rate of Taiwan is estimated to be about 1.03% for 2020. In 2019, subject to the continued stalemate of the US-China trade standoff as well as weak overseas demand, global economic growth momentum has clearly weakened. However, Taiwan has benefited from factors such as the transfer of trade orders, the increase in the return and investment of Taiwanese companies, and the expansion of semiconductor equipment investment, which have driven the growth in domestic demand. The annual real GDP growth rate reached 2.99% in Q3, domestic consumption rebounded and investments increased. However, the global economic climate is full of uncertainty in 2020 due to the COVID-19 pandemic. International institutions such as the IMF, Fitch Ratings, S&P, and Goldman Sachs have lowered the global economic growth outlook for 2020. Among them, Fitch Ratings estimates 1.3% for this year's economic growth, which is about half, and is also the lowest since the financial crisis.

In terms of the international paper industry, the pulp market in 2019 is in a process of continuous accumulation and destocking, and overall, peak periods are not prosperous and demand is weak. At the same time, due to factors such as the uncertainty of the international situation and the large fluctuations in exchange rates, markets stayed on the sideline. However, since the pulp market fell from the high point in the Q3 of 2018, the supply of raw materials has been affected by the events of the Australian forest fires and the Finnish strike since the end of 2019. Pulp and paper prices are picking up and beginning to rise. Regarding waste paper, since China's issuance of the waste restriction order in Q3 of 2017, the price of waste paper in China kept rising until 2019, when the prices fell due to industries moving out because of the China-US trade factors, which caused the reduced demand for packaging. In order to avoid the impact of China's waste-restriction order on Taiwan' waste paper recycling system, the Taiwan government restricts the types and targets of waste paper imports and controls the purchase of foreign waste paper. Looking forward to 2020, the situation will continue to be affected by China's waste-restriction order and the price of waste paper products is expected to start increasing.

CHP's consolidated operating income for 2019 amounted to approximately NT$20.69 billion, which is a decrease of approximately NT$3.34 billion or a decline of about 14%, from the consolidated operating income of NT$24.03 billion in 2018. The net loss after tax in 2019 was approximately NT$245 million, compared with the profit of NT$445 million in 2018, representing a decrease of about NT$690 million. Paper production in 2019 is 371,434 metric tons, which is a decrease of 53,109 metric tons from the 424,543 metric tons produced in 2018. Domestic paper sales amounted to 197,721 metric tons and export sales amounted to 218,289, totaling 416,010 metric tons. Cardboard production was 133,072 metric tons, which is an increase of 9,865 metric tons from the 123,207 metric tons produced in 2018. Facing many uncertainties in the international economy in 2020, CHP will continue to improve product quality, strengthen the stability of raw material sources, prices, and supply, expand product application markets, and strengthen services to enhance market competitiveness. The

COVID-19 outbreak has impacted the market since the beginning of 2020, but it has also increased the demand for CHP's healthcare paper and healthcare paper and boxes. In addition to the increase of delivery services due to reduced outdoor activities, the development of food-safe paper is expected to accelerate.

Facing changes and challenges in the international market, CHP continues to develop environmentally friendly materials that use paper as a carrier and can be directly recycled to replace plastics, and specialty food-safe paper for food containers and packaging to lead the market in response to the worldwide trend to plastic restriction; among them, in terms of Easy Straw Paper, CHP also cooperated with international brand manufacturers at the end of 2019 to promote the Company's paper straws to the world. Moreover, the development of non-plastic paper cups and sealing paper are in the final stages of completion; these products will achieve the goal of being able to remove plastics from food containers, allowing them to be thrown into paper recycling bins.

Sustainable development is the greatest common denominator of CHP's business. The core policy of CHP is to build a sustainable, circular management system, with Recycle/Reclaim/Regenerate as its core strategy, and actively achieve the consistent production of forests, pulp, and paper, and then promote it to the specialty materials industry. In the future, in the global industrial structure, CHP hopes that it can deepen its positioning and build a service connection platform, and adhere to the "ECO" business philosophy to continue communicating with stakeholders and implementing a new circular economy blueprint, one step at a time.

Appendix 2 CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss – current Financial assets at fair value through other comprehensive income – current Financial assets for hedging - current Financial assets at amortized cost - current Notes and accounts receivable Notes and accounts receivable from related parties Other receivables from related parties Inventories Biological assets Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at amortized cost - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment properties Deferred tax assets Prepayments for equipment Long-term prepayments for lease Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term bills payable Financial liabilities at fair value through profit or loss - current Financial liabilities for hedging – current Notes and accounts payable Notes and accounts payable to related parties Other payables Other payables to related parties Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company EQUITY ATTRIBUTABLE TO FORMER OWNER OF BUSINESS COMBINATION UNDER COMMON CONTROL NON-CONTROLLING INTERESTS Total equity TOTAL		2019 Amount % $ 478,725 2 12,151 - 1,328,656 4 24 - 11,700 - 2,649,484 9 455,513 1 423,820 1 3,886,070 13 3,252,537 10 599,992 2 13,098,672 42 171,035 1 575,788 2 300,823 1 787,981 2 14,654,819 47 487,433 2 257,144 1 110,052 - 570,344 2 - - 84,326 - 17,999,745 58 $ 31,098,417 100 $ 5,245,500 17 2,449,479 8 5,995 - - - 1,365,942 4 480,665 2 1,025,660 3 5,194 - 1,179 - 20,202 - 516,433 2 11,116,249 36 147,675 - 2,002,167 6 26,243 - 202,645 1 208,414 1 2,587,144 8 13,703,393 44 11,028,353 36 29,563 - 226,257 1 1,186,894 4 2,236,125 7 3,649,276 12 410,039 1 15,117,231 49 - - 2,277,793 7 17,395,024 56 $ 31,098,417 100	2018 (Audited after Restatement)	2018 (Audited after Restatement)
				Amount % $ 565,494 2 7,515 - 1,052,704 3 50 - 5,900 - 2,683,910 9 775,443 3 769,379 2 4,196,216 13 3,317,475 11 403,902 1 13,777,988 44 171,035 1 560,484 2 5,000 - 863,675 3 14,565,801 46 - - 257,411 1 76,976 - 534,411 2 459,664 1 105,127 - 17,599,584 56 $ 31,377,572 100 $ 3,694,901 12 1,849,709 6 - - 250 - 1,515,665 5 602,770 2 1,032,774 3 7,433 - 16,768 - - - 452,767 1 9,173,037 29 1,695,875 5 2,005,460 6 - - 234,935 1 204,157 1 4,140,427 13 13,313,464 42 11,028,353 35 31,468 - 181,691 1 1,186,894 4 2,905,386 9 4,273,971 14 287,918 1 15,621,710 50 13,440 - 2,428,958 8 18,064,108 58 $ 31,377,572 100

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales Sales returns and allowances Net sales Other operating revenue Total operating revenue OPERATING COSTS Cost of goods sold Other operating cost Total operating costs LOSS FROM CHANGES IN FAIR VALUE LESS COSTS TO SELL OF BIOLOGICAL ASSETS GROSS PROFIT OPERATING EXPENSES Selling and marketing General and administrative Research and development Total operating expenses PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs Share of (loss) profit of associates Interest income Dividend income Other income (Loss) gain on disposal of property, plant and equipment Gain on disposal of investments Loss on financial instruments at FVTPL Other losses Foreign exchange loss		2019 Amount % $ 20,788,779 101 147,984 1 20,640,795 100 48,602 - 20,689,397 100 19,435,059 94 35,227 - 19,470,286 94 (6,089 ) - 1,213,022 6 1,117,383 5 351,205 2 128,211 1 1,596,799 8 (383,777 ) (2 ) (91,305) - (3,987) - 27,380 - 76,543 - 83,311 - (219) - 9 - (1,672) - (1,847) - (66,848 ) -		2018 (Audited after Restatement)
				Amount % $ 24,092,008 100 128,585 - 23,963,423 100 61,798 - 24,025,221 100 21,630,295 90 47,393 - 21,677,688 90 (10,695 ) - 2,336,838 10 1,209,957 5 387,470 1 147,369 1 1,744,796 7 592,042 3 (92,303) - 57,270 - 40,325 - 55,783 - 59,634 - 8 - 12 - (24,159) - (5,063) - (14,453 ) -

(Continued)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at FVTOCI Share of the other comprehensive income (loss) of associates Tax effect of items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Gain (loss) on hedging instruments Share of the other comprehensive loss of associates Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Equity attributable to former owner of business combination under common control Non-controlling interests		2019 Amount % 21,365 - (362,412) (2) (60,328 ) (1 ) (302,084 ) (1 ) (4,701) - 308,482 2 23,302 - 940 - (277,653) (2) 1,185 - (17,218 ) - 34,337 - $ (267,747 ) (1 ) $ (245,098) (1) - - (56,986 ) -		2018 (Audited after Restatement)
				Amount % 77,054 - 669,096 3 136,851 1 532,245 2 (40,093) - 59,458 - (23,316) - 16,606 - (57,850) - (584) - (1,530 ) - (47,309 ) - $ 484,936 2 $ 445,663 2 21,999 - 64,583 -

(Continued)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Owners of the Company Equity attributable to former owner of business combination under common control Non-controlling interests (LOSS) EARNINGS PER SHARE Basic Diluted		2019 Amount % $ (302,084 ) (1 ) $ (116,582) - - - (151,165 ) (1 ) $ (267,747 ) (1 ) $ (0.22 )		2018 (Audited after Restatement)
				Amount % $ 532,245 2 $ 445,156 2 18,233 - 21,547 - $ 484,936 2 $ 0.40 $ 0.40
		$		$
		$		$

(Concluded)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

	Equity Attributable to O	wners of the Company (Notes 4and 21)	wners of the Company (Notes 4and 21)	wners of the Company (Notes 4and 21)
Share Capital Shares (In Thousands) Amount Capital Surplus 1,102,835 $ 11,028,353 $ 36,602 - - - - - - 1,102,835 11,028,353 36,602 - - - - - - - - - - - (6,467 ) - - - - - - - - - - - 1,349 - - (16 ) 1,102,835 11,028,353 31,468 - - - - - - - - (1,024 ) - - - - - - - - - - - (865 ) - - (16 ) - - - 1,102,835 $ 11,028,353 $ 29,563	Retained Earnings	Total $ 4,398,747 (3,719 ) - 4,395,028 - - (551,418 ) 8,292 445,663 (23,594 ) 422,069 - - 4,273,971 - (385,992 ) - (245,098 ) (3,949 ) (249,047 ) - - 10,344 $ 3,649,276		Other Equity		(Loss) gain on Hedging Instrument $ - (6,377 ) - (6,377 ) - - - - - (584 ) (584 ) - - (6,961 ) - - - - 1,185 1,185 - - - $ (5,776 )
			Exchange Differences on Translating the Financial Statements of Foreign Operations $ (87,435 ) - - (87,435 ) - - - - - (12,578 ) (12,578 ) - - (100,013 ) - - - - (200,692 ) (200,692 ) - - - $ (300,705 )	Unrealized Gain (Loss) on Financial Unrealized Assets at Fair Gain (Loss) on Value Through Available-for- Other sale Financial Comprehensive Assets Income $ 319,079 $ - (319,079 ) 358,643 - - - 358,643 - - - - - - - - - - - 36,249 - 36,249 - - - - - 394,892 - - - - - - - - - 331,972 - 331,972 - - - - - (10,344 ) $ - $ 716,520	Cash Flow Hedges $ (6,377 ) 6,377 - - - - - - - - - - - - - - - - - - - - - $ -
Shares (In Thousands) 1,102,835 - - 1,102,835 - - - - - - - - - 1,102,835 - - - - - - - - - 1,102,835	Unappropriated Legal Reserve Special Reserve Earnings $ 119,833 $ 1,186,894 $ 3,092,020 - - (3,719 ) - - - 119,833 1,186,894 3,088,301 - - - 61,858 - (61,858 ) - - (551,418 ) - - 8,292 - - 445,663 - - (23,594 ) - - 422,069 - - - - - - 181,691 1,186,894 2,905,386 44,566 - (44,566 ) - - (385,992 ) - - - - - (245,098 ) - - (3,949 ) - - (249,047 ) - - - - - - - - 10,344 $ 226,257 $ 1,186,894 $ 2,236,125

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

14 CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Depreciation and amortization expenses Expected credit loss (reversed) recognized on account receivables Loss on financial instruments at FVTPL Finance costs Interest income Dividend income Share of loss (profit) of associates Gain (loss) on disposal of property, plant and equipment Gain on disposal of investments Write-downs of (Reversal of write-down) inventories Unrealized loss (gain) on foreign currency exchange Loss on changes in fair value less costs to sell of biological assets Changes in operating assets and liabilities Financial assets mandatorily classified as at FVTPL Notes and accounts receivable Notes and accounts receivable from related parties Inventories Biological assets Other current assets Notes and accounts payable Notes and accounts payable to related parties Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax received (paid) Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at FVTOCI Proceeds from capital reduction on investments accounted for financial assets at FVTOCI Purchase of financial assets at amortized cost	2019 2018 (Audited After Restatement) $ (362,412) $ 669,096 1,148,547 1,141,788 (24,525) 4,376 1,672 24,159 91,305 92,303 (27,380) (40,325) (76,543) (55,783) 3,987 (57,270) 219 (8) (9) (12) 36,351 (681) 41,638 (12,269) 6,089 10,695 (127) 208,726 (21,474) 30,920 311,578 20,338 242,529 (1,128,101) (75,863) (106,099) (214,718) 115,074 (141,771) (332,020) (90,228) 58,893 (13,696) 57,493 75,837 32,198 (36,991 ) (29,853 ) 874,015 703,638 27,302 39,499 (89,931) (90,577) 9,213 (68,819 ) 820,599 583,741 (3) (24,983) 17,229 18,655 (314,548) (1,100) (Continued)	2019 2018 (Audited After Restatement) $ (362,412) $ 669,096 1,148,547 1,141,788 (24,525) 4,376 1,672 24,159 91,305 92,303 (27,380) (40,325) (76,543) (55,783) 3,987 (57,270) 219 (8) (9) (12) 36,351 (681) 41,638 (12,269) 6,089 10,695 (127) 208,726 (21,474) 30,920 311,578 20,338 242,529 (1,128,101) (75,863) (106,099) (214,718) 115,074 (141,771) (332,020) (90,228) 58,893 (13,696) 57,493 75,837 32,198 (36,991 ) (29,853 ) 874,015 703,638 27,302 39,499 (89,931) (90,577) 9,213 (68,819 ) 820,599 583,741 (3) (24,983) 17,229 18,655 (314,548) (1,100) (Continued)
		(Continued)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Purchase of financial instruments for hedging

Proceeds from sale of financial instruments for hedging
Net cash outflow from acquisition of subsidiary under common
control
Proceeds from capital reduction on investments accounted for
using the equity method
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease (increase) in other receivables from related parties
(Increase) decrease in other non-current assets
Increase in prepayments for equipment
Dividends received from investments accounted for using equity
method

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase (decrease) in short-term bills payable
Proceeds from long-term borrowings

Repayments of long-term borrowings

Decrease (increase) in other payables to related parties
Repayment of the principal portion of lease liabilities
Increase in other non-current liabilities
Distribution of cash dividends

Net cash generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR

2019
2018
(Audited After
Restatement)
$ -
$ (9,645)
4,252
2,719
(14,305)
(100,083)
27,168
-
(1,264,293) (1,004,351)
7,807
9
341,159
(640,266)
(6,563)
3,654
(41,275)
(133,626)
126,133

88,583
(1,117,239
)(1,800,434
)
1,553,977
363,820
599,770
(99,559)
2,402,000
2,500,000
(3,952,000) (1,720,000)
(2,027)
7,433
(21,633)
-
12,753
33,935
(385,992
)
(549,359
)
206,848

536,270
3,023

(2,631
)
(86,769)
(683,054)
565,494
1,248,548
$ 478,725
$ 565,494

(Concluded)

INDEPENDENT AUDITORS' REPORT

The Board of Directors and the Shareholders Chung Hwa Pulp Corporation

Opinion

We have audited the accompanying consolidated financial statements of Chung Hwa Pulp Corporation and its subsidiaries (collectively referred to as the “Group”) which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. The matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.

The key audit matter identified in the consolidated financial statements for the year ended December 31, 2019 is as follows:

Estimation of Expected Credit Loss of Accounts Receivable

The accounts receivable of the Group is material in amount. In consideration of the business volume, the recoverability of accounts receivable is not only subject to each customer’s financial condition but also management’s estimation and judgement. Therefore, the estimation of expected credit loss recognized on accounts receivables was identified as a key audit matter.

The audit procedures that we performed in respect of the above key audit matter included the following:

We obtained and assessed the reasonableness of the method and the information used by management for the estimation of expected credit loss of accounts receivable.
We sample-tested items in the aging report on the balance sheet date and we verified and assessed the correctness of the calculation of the expected credit loss.
We analyzed and sample-tested the recoverability of the overdue receivables after the balance sheet date. We assessed the reasonableness of the expected credit loss recognized on the accounts receivable based on the customers’ historical payment record, credit limit control and overdue receivables tracking.

Emphasis of Matter

As disclosed in Notes 14 and 25 to the accompanying consolidated financial statements, Guangdong Dingfung Pulp & Paper Co., Ltd. acquired 100% equity of Shenzhen Jinglun Paper Co., Ltd. from fellow subsidiaries of YFY Group in the fourth quarter of 2018, and CHP International (BVI) Corporation acquired 100% equity of Syntax Communication (H.K.) Limited from fellow subsidiaries of YFY Group in the first quarter of 2019. In compliance with the “Comments on IFRS” and Interpretation 2012-301 issued by the Accounting Research and Development Foundation, the acquisition resulted in a joint control restructuring. Therefore, in the preparation of comparative consolidated financial statements, the acquisition was disclosed as if it had occurred before January 1, 2018, and the Group’s consolidated financial statements as of and for the year ended December 31, 2018 were restated.

Other Matter

We have also audited the parent company only financial statements of Chung Hwa Pulp Corporation as of and for the years ended December 31, 2019 and 2018, on which we have issued an unmodified opinion with emphasis of matter paragraph.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with statements 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 the matter that was of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019, and is therefore the key audit matter. We describe the matter in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Shu-Wan Lin and Shiow-Ming Shue.

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

Appendix 3 CHUNG HWA PULP CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets for hedging - current (Notes 4 and 9) Notes and accounts receivable (Notes 4 and 10) Accounts receivable from related parties (Notes 4 and 25) Inventories (Notes 4 and 11) Other current assets (Note 24) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4 and 13) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4 and 15) Deferred tax assets (Notes 4 and 20) Prepayments for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Short-term bills payable (Note 16) Financial liabilities for hedging - current (Notes 4 and 9) Notes and accounts payable Accounts payable to related parties (Note 25) Other payables Lease liabilities - current (Notes 4 and 14) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note16) Deferred tax liabilities (Notes 4 and 20) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities (Notes 4 and 17) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 18) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity EQUITY ATTRIBUTABLE TO FORMER OWNER OF BUSINESS COMBINATION UNDER COMMON CONTROL Total equity TOTAL		2019 Amount % $ 144,332 1 10,794 - 1,297,521 5 24 - 1,799,070 6 1,039,436 4 3,090,420 11 408,833 1 7,790,430 28 171,035 1 575,788 2 5,971,641 21 12,420,909 45 43,919 - 257,144 1 106,312 - 516,999 2 73,060 - 20,136,807 72 $ 27,927,237 100 $ 5,245,500 19 2,449,479 9 - - 1,170,651 4 459,648 1 886,323 3 19,304 - 198,097 1 10,429,002 37 147,675 1 2,002,167 7 24,950 - 202,645 1 3,567 - 2,381,004 9 12,810,006 46 11,028,353 40 29,563 - 226,257 1 1,186,894 4 2,236,125 8 3,649,276 13 410,039 1 - - 15,117,231 54 $ 27,927,237 100		2018 (Audited after Restatement)
				Amount % $ 87,168 - 3,166 - 1,028,036 4 50 - 1,752,398 6 1,245,106 4 3,635,394 13 219,696 1 7,971,014 28 171,035 1 560,484 2 6,289,416 23 12,255,178 44 - - 257,411 1 72,902 - 375,823 1 95,997 - 20,078,246 72 $ 28,049,260 100 $ 3,694,901 13 1,849,709 7 250 - 1,273,787 5 574,317 2 946,630 3 - - 135,013 - 8,474,607 30 1,695,875 6 2,005,460 7 - - 234,935 1 3,233 - 3,939,503 14 12,414,110 44 11,028,353 40 31,468 - 181,691 1 1,186,894 4 2,905,386 10 4,273,971 15 287,918 1 13,440 - 15,635,150 56 $ 28,049,260 100

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

(With Deloitte & Touche auditors’ report dated March 23, 2020)

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4 and 24) Sales Sales returns and allowances Net sales Other operating revenue Total operating revenue OPERATING COSTS (Notes 4, 11, 19 and 24) Cost of goods sold Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 4, 19 and 24) Selling and marketing General and administrative Research and development Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs (Note 19) Share of (loss) profit of subsidiaries and associates (Notes 4 and 12) Interest income Dividend income Other income (Note 24) Gain on disposal of property, plant and equipment Gain on disposal of investments Foreign exchange (loss) gain (Note 4) Gain (loss) on financial instruments at FVTPL Other losses Total non-operating income and expenses		2019 Amount % $ 18,435,504 101 (147,983 ) (1 ) 18,287,521 100 41,454 - 18,328,975 100 17,178,852 94 28,023 - 17,206,875 94 1,122,100 6 1,094,700 6 231,242 2 33,708 - 1,359,650 8 (237,550 ) (2 ) (85,269) - (53,980) - 1,128 - 75,020 - 71,133 - 32 - 9 - (51,247) - 1,426 - (1,563 ) - (43,311 ) -		2018 (Audited after Restatement)
				Amount % $ 21,080,167 100 (128,586 ) - 20,951,581 100 53,754 - 21,005,335 100 19,197,893 92 41,510 - 19,239,403 92 1,765,932 8 1,197,300 6 245,551 1 31,521 - 1,474,372 7 291,560 1 (74,741) - 203,589 1 2,066 - 54,609 - 60,918 - - - 12 - 34,734 - (31,784) - (4,651 ) - 244,752 1 (Continued)

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

(LOSS) PROFIT BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Notes 4 and 20) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17) Unrealized gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of subsidiaries and associates Tax effect of items that will not be reclassified (Note 20) Items that may be reclassified subsequently to profit or loss: Gain (loss) on hedging instruments (Note 18) Share of the other comprehensive loss of subsidiaries and associates (Note 18) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Equity attributable to former owner of business combination under common control		2019 Amount % $ (280,861) (2) (35,763 ) - (245,098 ) (2 ) (4,701) - 302,015 2 29,769 - 940 - 1,185 - (200,692 ) (1 ) 128,516 1 $ (116,582 ) (1 ) $ (245,098) (1) - - $ (245,098 ) (1 )		2018 (Audited after Restatement)
				Amount % $ 536,312 2 68,650 - 467,662 2 (40,093) - 59,774 - (23,632) - 16,606 - (584) - (16,344 ) - (4,273 ) - $ 463,389 2 $ 445,663 2 21,999 - $ 467,662 2 (Continued)

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Owners of the Company Equity attributable to former owner of business combination under common control (LOSS) EARNINGS PER SHARE (Note 21) Basic Diluted		2019 Amount % $ (116,582) (1) - - $ (116,582 ) (1 ) $ (0.22 )		2018 (Audited after Restatement)
				Amount % $ 445,156 2 18,233 - $ 463,389 2 $ 0.40 $ 0.40
		$		$

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 23, 2020) (Concluded)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

	Share Capital (Notes 4and 18) Capital Surplus ares (Thousands) Amount (Notes 4 and 18) 1,102,835 $ 11,028,353 $ 36,602 - - - - - - 1,102,835 11,028,353 36,602 - - - - - - - - - - - (6,467 ) - - - - - - - - - - - 1,349 - - (16 ) 1,102,835 11,028,353 31,468 - - - - - - - - (1,024 ) - - - - - - - - - - - (865 ) - - (16 ) - - - 1,102,835 $ 11,028,353 $ 29,563	Retained Earnings (Notes 4and 18)		Other Equity (Notes 4and 18)
			Exchange Differences on Translating U the Financial Statements of A Foreign Operations $ (87,435 ) - - (87,435 ) - - - - (12,578 ) (12,578 ) - - (100,013 ) - - - - (200,692 ) (200,692 ) - - - $ (300,705 )	Unrealized (Loss) Gain on Financial Assets at Fair nrealized (Loss) Value Through Gain on Other vailable-for-sale Comprehensive Financial Assets Income C $ 319,079 $ - (319,079 ) 358,643 - - - 358,643 - - - - - - - - - - - 36,249 - 36,249 - - - - - 394,892 - - - - - - - - - 331,972 - 331,972 - - - - - (10,344 ) $ - $ 716,520	ash Flow Hedges $ (6,377 ) 6,377 - - - - - - - - - - - - - - - - - - - - $ -
		Unappropriated Legal Reserve Special Reserve Earnings $ 119,833 $ 1,186,894 $ 3,092,020 - - (3,719 ) - - - 119,833 1,186,894 3,088,301 - - - 61,858 - (61,858 ) - - (551,418 ) - - 8,292 - - 445,663 - - (23,594 ) - - 422,069 - - - - - - 181,691 1,186,894 2,905,386 44,566 - (44,566 ) - - (385,992 ) - - - - - (245,098 ) - - (3,949 ) - - (249,047 ) - - - - - - - - 10,344 $ 226,257 $ 1,186,894 $ 2,236,125
Sh	ares (Thousands) 1,102,835 - - 1,102,835 - - - - - - - - - 1,102,835 - - - - - - - - - 1,102,835

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

(With Deloitte & Touche auditors’ report dated March 23, 2020)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) income before income tax

Adjustments for:
Depreciation and amortization expenses
Expected credit loss (reversed) recognized on accounts
receivables
(Gain) loss on financial instruments at FVTPL
Finance costs
Interest income
Dividend income
Share of loss (profit) of subsidiaries and associates
Gain on disposal of property, plant and equipment
Net gain on disposal of investments
Write-downs of (reversal of write-down) inventories
Net unrealized loss (gain) on foreign currency exchange
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair
value through profit or loss
Notes and accounts receivable
Notes and accounts receivable from related parties
Inventories
Other current assets
Notes payable and accounts payable
Notes and accounts payable to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at FVTOCI
Proceeds from capital reduction on financial assets at fair value
through other comprehensive income
Purchase of financial instruments for hedging

2019
2018
(Audited after
Restatement)
$ (280,861) $ 536,312
924,397
904,012
(22,285)
2,330
(1,426)
31,784
85,269
74,741
(1,128)
(2,066)
(75,020)
(54,609)
53,980
(203,589)
(32)
-
(9)
(12)
34,116
(1,275)
41,638
(12,269)
(6,202)
(9,016)
(69,697)
86,087
205,670
(199,868)
510,858
(834,526)
(188,382)
144,172
(103,101)
(400,206)
(114,669)
43,397
(62,997)
220,140
63,343
36,984
(36,991
)
(29,853
)
956,471
332,670
1,128
3,101
(84,529)
(77,592)
(755
)
(846
)
872,315

257,333
(3)
-
17,229
18,655
-
(9,645)
(Continued)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from the sale of financial instruments for hedging

Proceeds from capital reduction on investments accounted for
using the equity method
Payments for property, plant and equipment

Proceeds from the disposal of property, plant and equipment
Increase in other non-current assets
Increase in prepayments for equipment
Dividend received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase (decrease) in short-term bills payable
Proceeds from long-term borrowings

Repayments of long-term borrowings

Repayment of the principal portion of lease liabilities
Increase in other non-current liabilities
Cash dividends paid

Net cash generated from financing activities

NET INCREASE (DECREASE) IN CASH
CASH AT THE BEGINNING OF THE YEAR

CASH AT THE END OF THE YEAR

2019
2018
(Audited after
Restatement)
$ 4,252
$ 2,719
27,168
-
(1,038,902)
(901,638)
89
-
(3,898)
(53)
(144,467)
(8,864)
125,388

92,600
(1,013,144
)
(806,226
)
1,553,977
363,820
599,770
(99,559)
2,402,000
2,500,000
(3,952,000) (1,720,000)
(20,097)
-
335
417
(385,992
)
(549,355
)
197,993

495,323
57,164
(53,570)
87,168

140,738
$ 144,332
$ 87,168

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

(With Deloitte & Touche auditors’ report dated March 23, 2020)

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and the Shareholders Chung Hwa Pulp Corporation

Opinion

We have audited the accompanying financial statements of Chung Hwa Pulp Corporation (the “Company”) which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the financial statements for the year ended December 31, 2019. The matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.

The key audit matter identified in the financial statements for the year ended December 31, 2019 is as follows:

Estimation of Expected Credit Loss of Accounts Receivable

The accounts receivable of the Company is material in amount. In consideration of the business volume, the recoverability of accounts receivable is not only subject to each customer’s financial condition but also management’s estimation and judgement. Therefore, the estimation of expected credit loss recognized on accounts receivables was identified as a key audit matter.

The audit procedures that we performed in respect of the above key audit matter included the following:

We obtained and assessed the reasonableness of the method and the information used by management for the estimation of expected credit loss of accounts receivable.
We sample-tested items in the aging report on the balance sheet date and we verified and assessed the correctness of the calculation of the expected credit loss.
We analyzed and sample-tested the recoverability of the overdue receivables after the balance sheet date. We assessed the reasonableness of the expected credit loss recognized on the accounts receivable based on the customers’ historical payment record, credit limit control and overdue receivables tracking.

Emphasis of Matter

As disclosed in Notes 4 and 12 to the accompanying financial statements, the Company’s subsidiary Guangdong Dingfung Pulp & Paper Co., Ltd. acquired 100% equity of Shenzhen Jinglun Paper Co., Ltd. from fellow subsidiaries of YFY Group in the fourth quarter of 2018, and CHP International (BVI) Corporation acquired 100% equity of Syntax Communication (H.K.) Limited from fellow subsidiaries of YFY Group in the first quarter of 2019. In compliance with the “Comments on IFRS” and Interpretation 2012-301 issued by the Accounting Research and Development Foundation, the acquisition resulted in a joint control restructuring. Therefore, in the preparation of comparative financial statements, the acquisition was disclosed as if it had occurred before January 1, 2018, and the Company’s financial statements as of and for the year ended December 31, 2018 were restated.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally

accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine the matter that was of most significance in the audit of the financial statements for the year ended December 31, 2019, and is therefore the key audit matter. We describe the matter in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Shu-Wan Lin and Shiow-Ming Shue.

Deloitte & Touche Taipei, Taiwan Republic of China March 23, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

Appendix 4

Audit Committee’s Review Report

The Company's 2019 business report, financial statements and proposal of loss appropriation have been reviewed and determined to be correct and accurate by the Audit Committee, so according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report to the 2019 Annual General Meeting of shareholders of the Company.

Chung Hwa Pulp Corporation

Convener of the audit committee: Yi Lee

March 23, 2020

Appendix 5

Chung Hwa Pulp Corporation

2019 STATEMENTS OF EARNINGS APPROPRIATION

UNIT: NTD

	UNIT: NTD
Item	Amount
A. Distributable retained earnings at beginning of the fiscal year	2,474,827,943
B. Net loss for the year ended Dec 31, 2019	(245,098,144)
C. Adjustment on retained earnings of changes in equities of investments	10,344,225
D. Remeasurement of defined benefit plans	(3,949,396)
Unappropriated retained earnings	2,236,124,628

Appendix 6

Chung Hwa Pulp Corporation

Table of Comparison of Rules of Board Meetings

Article Number	After Amendment		Before Amendment	Description
Article 7	The Company's board meetings shall be convened and chaired by the Chairman. However, the first meeting of a newly-elected board shall be convened by the director who receives the highest number of votes during the shareholders’ meeting. Meetings shall be chaired by the persons who convene them; in cases where there are two or more conveners, one of whom shall be elected to chair the meeting. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Company has no Vice Chairman or if the Vice Chairman is also unable to perform duties due to leave of absence or any reason, the Chairman shall appoint one of the directors to act on the Chairman’s behalf. If the Chairman does not appoint a deputy, the remaining directors shall appoint an acting chairperson from among themselves.		The Company's board meetings shall be convened and chaired by the Chairman. However, the first meeting of a newly-elected board shall be convened by the director who receives the highest number of votes during the shareholders’ meeting. Meetings shall be chaired by the persons who convene them; in cases where there are two or more conveners, one of whom shall be elected to chair the meeting. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Company has no Vice Chairman or if the Vice Chairman is also unable to perform duties due to leave of absence or any reason, the Chairman shall appoint anexecutive director to act on behalf.If there are no executive directors, one of the directors shall be appointed; if the Chairman has not appointed a deputy, the executive director or directors shall appoint an acting chairperson from among themselves.	The text is revised according to the current operating situation of the Company.
Article 12	The following issues shall be raised for discussion in board meetings: I. The Company's business plans. II. The annual financial reportsigned or sealed by the Chairman, managerial officer, and accounting managerial officer, and the second quarter financial report subject to audit by the CPA . III. Establishment or amendments to the internal control system according to Article 14-1 of the Securities and Exchange Act, and the evaluation of the effectiveness of the internal control system. IV. Establishment or amendments to asset acquisition/disposal procedures, derivative trading procedures, procedures on loans to others, endorsement and guarantee procedures, and other procedures of major financial consequences as specified in Article 36-1 of the Securities and Exchange Act. V. Offering, issuance, or private		The following issues shall be raised for discussion in board meetings: I. The Company's business plans. II. Annual financial reports. III. Establishment or amendments to the internal control system according to Article 14-1 of the Securities and Exchange Act, and the evaluation of the effectiveness of the internal control system. IV. Establishment or amendments to asset acquisition/disposal procedures, derivative trading procedures, procedures on loans to others, endorsement and guarantee procedures, and other procedures of major financial consequences as specified in Article 36-1 of the Securities and Exchange Act. V. Offering, issuance, or private placement of securities with equity characteristics. VI. Appointment and removal of the financial, accounting, or internal	Proper revision of the content of Article 14-5, Paragraph 1, Subparagraph 10 in accordance with the Securities and Exchange Act.

placement of securities with equity characteristics.

VI. Appointment and removal of the financial, accounting, or internal auditing officers. VII. Donations to related parties or major donations to non-related parties. However, in the occurrence of a major natural disaster, emergency aids of charitable nature can be made first and acknowledged later during the next board meeting.

VIII. Decisions that require a resolution of the shareholders meeting or the board of directors according to Article 14-3 of the Securities and Exchange Act, other laws or the articles of incorporation or other important matters specified by the competent authorities.

auditing officers.

VII. Donations to related parties or major donations to non-related parties. However, in the occurrence of a major natural disaster, emergency aids of charitable nature can be made first and acknowledged later during the next board meeting.

..........

.......... Article The meeting chairperson may announce The meeting chairperson may announce Items added in 13 to discontinue further discussions if the to discontinue further discussions if the accordance agenda is considered to have been agenda is considered to have been with the sufficiently discussed to proceed with the sufficiently discussed to proceed with the amendment to voting. voting. Article 15. The Company's motion is considered The Company's motion is considered passed if the chairperson receives no passed if the chairperson receives no objections from any attending directors, objections from any attending directors, which has the same effect as voting. which has the same effect as voting. Should anyone express objections after Should anyone express objections after being inquired by the chairperson, the being inquired by the chairperson, the agenda will proceed to the voting agenda will proceed to the voting process. process. The chairperson may choose to proceed The chairperson may choose to proceed with voting in any of the following with voting in any of the following methods, but if there is any objection methods, but if there is any objection from any attendants, the chairperson shall from any attendants, the chairperson shall proceed according to the opinion of the proceed according to the opinion of the majority: majority: I. Voting with a show of hands or using I. Voting with a show of hands or using voting instruments. voting instruments. II. Vote by roll call. II. Vote by roll call. III. Ballot votes. III. Ballot votes. IV. Any other methods chosen by the IV. Any other methods chosen by the Company. Company. The attending directors mentioned in the The attending directors mentioned in the previous two paragraphs do not include previous two paragraphs do not include directors who are prohibited from voting directors who are prohibited from voting under Article 15, Paragraphs 1 and 2. under Article 15, Paragraph 1. Article If a director, or a corporate entity that the If a director, or a corporate entity that the I. Revised in 15 director represents, is considered an director represents, is considered an accordance interested party in the discussed agenda, interested party in the discussed agenda, with the a full disclosure is required during the a full disclosure is required during the Company Act current meeting session. The director current meeting session. The director to add shall recuse himself/herself from all shall recuse himself/herself from all Paragraph 2 discussions and voting if it is in conflict discussions and voting if it is in conflict to specify

with the Company's interests. In which with the Company's interests. In which that if a case, the director may not exercise voting case, the director may not exercise voting director's rights on behalf of other directors. rights on behalf of other directors. spouse, or If a director's spouse, or relatives of A resolution of the Company's board of relatives of second degree, or companies that have a directors subject to any director who may second control and affiliation relationship with a not exercise the voting right as specified degree, or director are stakeholders of the in the preceding paragraph shall be companies aforementioned discussed agenda, the handled according to the rules under that have a director shall be considered as an Article 180, Paragraph 2 of the Company control and interested party to such matters. Act applied mutatis mutandis from affiliation A resolution of the Company's board of Article 206, Paragraph 2 of the same act. relationship directors subject to any director who may with a not exercise the voting right as specified director are in the preceding two paragraphs shall be stakeholders handled according to the rules under of the Article 180, Paragraph 2 of the Company aforemention Act applied mutatis mutandis from ed discussed Article 206, Paragraph 4 of the same act. agenda, the director shall be considered as an interested party to such matters. II. The existing Paragraph 2 is moved to Paragraph 3, and in accordance with the Company Act, the quoted items have been amended. Article (This article has been deleted.) The provisions of Article 2, Paragraph 2 Deleted in 18 of Article 3, Articles 4 – 6, Articles 8 – accordance 11, and Articles 13 – 16 shall be applied with the mutatis mutandis for the executive board current meeting of the Company. However, operating executive board meetings that are situation of the regularly convened in seven days shall Company. notify the executive directors two days beforehand.

Chung Hwa Pulp Corporation Rules of Board Meetings (After Amendment)

Article 1.For the purpose of soundness of Board of Directors governance and function of supervision and management, the Rules of Procedure for Meetings of Board of Directors (hereinafter the "Board") are adopted pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
Article 2.The main agenda items, operational procedures, required content of meeting minutes, public announcements, and other compliance requirements for Board meetings shall be handled in accordance with the these regulations herein.
Article 3.The Board of the Company meets once every quarter.
The reasons for calling a Board meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice.
The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.
All matters set out in the subparagraphs of Article 12, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.
Article 4.The Board of the Company shall appoint Finance and Accounting Dept. as the agenda working group. The agenda working group shall prepare agenda items for Board meetings and provide comprehensive pre-meeting materials, to be sent together with the notice of the meeting.
A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board.
Article 5.When a meeting of the board of directors is held, an attendance book shall be made ready for signature by directors attending the meeting and thereafter made available for future reference.
All board directors shall attend board meetings in person; if attendance in person is not possible, they may, pursuant to the company's articles of incorporation, appoint another director to attend as their proxy. Attendance via tele- or video-conference is deemed as attendance in person.
When a director attends other directors to attend directors meeting by proxy, a letter of authorization shall be presented, and the scope of responsibilities and obligations based on the purpose of the meeting shall be stated.
A proxy under paragraph 2 may accept a proxy from one person only.
Article 6.A Board meeting shall be held at the location and during the business hours of the company, or at a place and time convenient to all directors and suitable for holding such a meeting.
Article 7.The Company's board meetings shall be convened and chaired by the Chairman. However, the first meeting of a newly-elected board shall be convened by the director who receives the highest number of votes during the shareholders’ meeting. Meetings shall be chaired by the persons who convene them; in cases where there are two or more conveners, one of whom shall be elected to chair the meeting. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Company has no Vice Chairman or if the Vice Chairman is also unable to perform duties due to leave of absence or any reason, the Chairman shall appoint one of the directors to act on the Chairman’s behalf. If the Chairman does not appoint a deputy, the remaining directors shall appoint an acting chairperson from among themselves.
Article 8.Upon calling of a Boarding meeting, the administration department (or the agenda working group appointed by the Board) shall prepare comprehensive pre-meeting materials for directors' reference whenever necessary.

When holding a meeting of the board, the Company may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting as nonvoting participants. When necessary, the company may also invite certificated public accountants, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

When the time of a meeting has arrived and over one-half all Board directors are present, the meeting chair may announce convening of the meeting; when the time of a meeting has arrived and one-half all Board directors are not present, the meeting chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re-call the meeting following the procedures provided in Article 3, paragraph 2.

The term "all Board directors" as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office.

Article 9.The company shall record on audio or video tape the entire proceedings of a Board meeting, and preserve the recordings for at least five years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a Board meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.

Where a Board meeting is held via tele- or video conferencing, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the company.

Article 10.Agenda items for regular Board meetings shall include at least the following:

I. Reports
1. Minutes of the last meeting and action taken.
2. Reporting on important financial and business matters.
3. Reporting on internal audit report.
4. Other important matters to be reported.
II. Discussions
1. Items for continued discussion from the last meeting.
2. Items for discussion at this meeting.
III. Extraordinary Motions
Article 11.A Board meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.

The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting.

If at any time during the proceeding of a Board meeting the directors sitting at the meeting are not over half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case paragraph 3 of Article 8 shall apply mutatis mutandis.

Article 12.The following issues shall be raised for discussion in board meetings:

I. The Company's business plans.
II. The annual financial report signed or sealed by the Chairman, managerial officer, and accounting managerial officer, and the second quarter financial report subject to audit by the CPA.
III. Establishment or amendments to the internal control system according to Article 14-1 of the Securities and Exchange Act, and the evaluation of the effectiveness of the internal control system.
IV. Establishment or amendments to asset acquisition/disposal procedures, derivative trading procedures, procedures on loans to others, endorsement and guarantee procedures, and other procedures of major financial consequences as specified in Article 36-1 of the Securities and Exchange Act.
V. Offering, issuance, or private placement of securities with equity characteristics.
VI. Appointments and dismissal of finance, accounting and internal audit managers.

VII. Donations to related parties or major donations to non-related parties. However, in the occurrence of a major natural disaster, emergency aids of charitable nature can be made first and acknowledged later during the next board meeting.
VIII. Decisions that require a resolution of the shareholders meeting or the board of directors according to Article 14-3 of the Securities and Exchange Act, other laws or the articles of incorporation or other important matters specified by the competent authorities.

The term "related party" in Subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of director meeting is convened. Amounts already submitted to and passed by a resolution of the Board are exempted from inclusion in the calculation. At least one independent director shall attend in person any meeting of the Board. With respect to a matter prescribed in Paragraph 1 that must be approved by resolution at a Board meeting, all independent directors shall attend the meeting in person or appoint another independent director to attend the meeting as a proxy If independent directors have opposing or reserved opinions, these opinions shall be recorded in the Board meeting records; if independent directors cannot personally attend Board meeting to express their opposing or reserved opinion, they shall give a written opinion before the meeting unless they have an appropriate reason and the opinion shall be recorded in the Board meeting records.

Article 13. The meeting chairperson may announce to discontinue further discussions if the agenda is considered to have been sufficiently discussed to proceed with the voting.

The Company's motion is considered passed if the chairperson receives no objections from any attending directors, which has the same effect as voting. Should anyone express objections after being inquired by the chairperson, the agenda will proceed to the voting process.

The chairperson may choose to proceed with voting in any of the following methods, but if there is any objection from any attendants, the chairperson shall proceed according to the opinion of the majority:

I. Voting with a show of hands or using voting instruments.

II. Vote by roll call.

III. Ballot votes.

IV. Any other methods chosen by the Company.

The attending directors mentioned in the previous two paragraphs do not include directors who are prohibited from voting under Article 15, Paragraphs 1 and 2.

Article 14.Except as otherwise stated in the Act or in the Company Act, a resolution on a matter at a Board meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.

When there is an amendment or an alternative to same proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If one of the proposals is approved by vote, the rest is deemed voted down, none of which requires re-vote.

Vote monitoring and counting is appointed by the chair when necessary, provided that scrutineer shall be a director.

The result of voting shall be reported on the spot and prepared in the minutes.

Article 15.If a director, or a corporate entity that the director represents, is considered an interested party in the discussed agenda, a full disclosure is required during the current meeting session. The director shall recuse himself/herself from all discussions and voting if it is in conflict with the Company's interests. In which case, the director may not exercise voting rights on behalf of other directors. If a director's spouse or relatives of second degree, or companies that have a control and affiliation relationship with a director are stakeholders of the aforementioned discussed agenda, the director shall be considered as an interested party to such matters.

A resolution of the Company's board of directors subject to any director who may not exercise the voting

right as specified in the preceding two paragraphs shall be handled according to the rules under Article 180, Paragraph 2 of the Company Act applied mutatis mutandis from Article 206, Paragraph 4 of the same act.

Article 16.Minutes shall be prepared of the discussions at Board meetings. The meeting minutes shall record the following.
I. Session (or year), time, and place of the meeting.
II. Name of the meeting chair.
III. Attendance of directors at the meeting, including the names and the number of directors present, excused, and absent.
IV. Names and titles of those attending the meeting as nonvoting participants.
V. Name of minutes taker.
VI. Matters reported at the meeting.
VII. Discussion items: the resolution method and the result for each proposal; a summary of the comments made by directors, experts, or other persons; an explanation of the important aspects of the relationship of interest as referred to in Paragraph 1 of the preceding article, the reasons for recusal and non-recusal, and the status of recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Paragraph 4, Article 12.
VIII. Extraordinary motions: the name of the mover, the resolution method and the result for each motion; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons for recusal and non-recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
IX. Other matters required to be recorded.

Any of the following matters in relation to a resolution passed at a meeting of the Board shall be stated in the meeting minutes and within two days of the meeting be published on Market Observation System designated by Financial Supervisory Commission.

I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
II. Any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all Board directors.

The attendance book forms a part of the minutes for each Board meeting and shall be well preserved during the existence of the company.

The minutes of a Board meeting shall bear the signature or seal of both the meeting chair and the minute taker; a copy of the minutes shall be distributed to each director within 20 days after the meeting, and well preserved as important company records during the existence of the company.

The production and distribution of the meeting minutes referred to in paragraph 1 may be done in electronic form.

Article 17.Apart from matters referred to in paragraph 1 of Article 12, which are required to be submitted for discussion by the Board, when the Board delegates any exercise of its powers pursuant to laws or regulations or the company's articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.

Article 18. (This article has been deleted.)

Article 19.Adoption and amendment of these regulations shall be approved by the Board of the Company and submitted to Shareholders' meeting for reporting.

Appendix 7

Chung Hwa Pulp Corporation

Table of Comparison of the Procedures for Repurchase of Shares and Transfer to Employees


Article Number	After Amendment	Before Amendment	Description
Article 1	In order to encourage employees and enhance employees’ devotion, the Company established the Procedures for Repurchase of Shares and Transfer to Employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the provisions of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by the Financial Supervisory Commission . Any repurchase of shares and transfer to employees by the Company, in addition to complying with related laws and regulations, will be carried out in accordance with these Procedures.	In order to encourage employees and enhance employees’ devotion, the Company established the Procedures for Repurchase of Shares and Transfer to Employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the provisions of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by the Securities and Futures Commission, Ministry of Finance .Any repurchase of shares and transfer to employees by the Company, in addition to complying with related laws and regulations, will be carried out in accordance with these Procedures.	Adjusted in order to cooperate with the name change of the competent authority
Article 3	(Transfer period) In accordance with these Procedures, the shares in the present share repurchase may be transferred to employees in a single transfer or multiple transfers withinfive years from the date of the share repurchase.	(Transfer period) In accordance with these Procedures, the shares in the present share repurchase may be transferred to employees in a single transfer or multiple transfers withinthree years from the date of the share repurchase.	Adjusted in order to cooperate with the regulatory changes of the competent authority of increasing the transfer period to fiveyears.
Article 4	(Eligibility requirements for transferees) Allfull-time employees of the Company who have arrived before the record date for subscriptionor have made special contributions to the Company, as well as full-time employees who meet certain conditions of domestic or foreign control or subordinate companies, are eligible in accordance with the relevant provisions of these Procedures.	(Eligibility requirements for transferees) All employees of the Company who have arrived before the record date for subscription are eligible in accordance with the relevant provisions of these Procedures.	Included employees of the Company who have made special contributions to the Company and employees who meet certain conditions of domestic or foreign control or subordinate companies.
Article 5	(Transfer allocation) The employeesshall subscribe to the number of shares as approved in accordance with Article 4. Employees who have not subscribed and completed payment at the conclusion of the designated subscription and payment	(Transfer allocation) The employeesmay subscribe to a number of shares as determined based on their rank, seniority, and performance evaluations, drawn up by the management department, and approved by the President.	Revised in order to cooperate with organizational changes and adjustments to Article 4.

period will be deemed to have waived their subscription rights. In the event of an insufficient number of subscriptions, the Chairman may contact other qualified employees regarding subscription to the remaining shares.

	period will be deemed to have waived their subscription rights. In the event of an insufficient number of subscriptions, the Chairman may contact other qualified employees regarding subscription to the remaining shares.
Article 6	Repurchase and procedures for transfer of shares: (1) The repurchase of the Company’s shares will be publicly announced, reported, and carried out during the implementation period in accordance with a resolution of the Board of Directors. (2) TheChairman is authorized by the Board of Directors to set and announce the record date for employee subscriptions, the numbers of shares to which employees may subscribe, the period for payment for subscriptions, and the rights and restrictions associated with share subscriptions. (3) Statistics will be compiled on the numbers of shares actually subscribed and paid for, and the registration of share transferswill be carried out.	Repurchase and procedures for transfer of shares: (1) The repurchase of the Company’s shares will be publicly announced, reported, and carried out during the implementation period in accordance with a resolution of the Board of Directors. (2) ThePresident is authorized by the Board of Directors to set and announce the record date for employee subscriptions, the numbers of shares to which employees may subscribe, the period for payment for subscriptions, and the rights and restrictions associated with share subscriptions. (3) Statistics will be compiled on the numbers of shares actually subscribed and paid for, and the registration of share transferswill be carried out.	Revised in order to cooperate with the revision of Article 4 by adjusting the authorization level for establishment and announcement.
Article 7	(Agreed transfer price per share) The share transfer price for the present repurchase of shares and transfer to employees will be the average of the actual share repurchase prices, provided that if, prior to the transfer, there is either an increase(or decrease) in the number of issued shares of the Company's ordinary shares, the transfer price will be adjusted within a rangeproportional to the increase(or decrease) .	(Agreed transfer price per share) The share transfer price for the present repurchase of shares and transfer to employees will be the average of the actual share repurchase prices, provided that,when the average price is lower than the closing price of the day set by the transfer procedures, the closing price of the day set by the transfer procedures shall be the share transfer price. If,prior to the transfer, there is an increase in the number of issued shares of the Company's ordinary shares, the transfer priceshould be adjusted within a range proportional to the increase.	1. Limit the price of the transfer to the actual average price to protect the rights of the Company and shareholders. 2. Revised the text in consideration that the issued shares may increase or decrease.
Article 9	This article has been deleted. The remaining articles have been moved up in order.	(Other matters concerning the rights and obligations of the Company and employees) When transferring shares of the repurchase to employees, the relevant taxes should be paid in accordance with the laws prior to processing the transfer.	Delete the tax related content.
Article9	The Company shall transfer the shares it has repurchased to the employees within five years from the date of the share repurchase. Shares that have not been transferred within the deadline shall be deemed as the Company’s unissued	The Company shall transfer the shares it has repurchased to the employees within three years from the date of the share repurchase. Shares that have not been transferred within the deadline shall be deemed as the Company’s unissued	Adjusted in order to cooperate with the regulatory changes of the competent

		shares, and shall be canceled in accordance with the law. The Company shall also handle the change of registration.		shares, and shall be canceled in accordance with the law. The Company shall also handle the change of registration.	authority of increasing the deadline to fiveyears.
Article 10		(Other) These Procedures will take effect following a resolution of the Board of Directors, andmay be amended by submission to the Board of Directors for a resolution.		(Other) These Procedures will take effectafter the approval by the Board of Directors andsubmitted to the shareholders' meeting for acknowledgment. Amendments to these Procedures shall follow the same procedure .	Revised the text in accordance with the example provided by the competent authority.
Article 11		These Procedures shall be reported to the shareholders’meeting, and so shall any later amendments.		None.	Revised the text in accordance with the example provided by the competent authority.

Chung Hwa Pulp Corporation

Procedures for Repurchase of Shares and Transfer to Employees (After Amendment)

Article 1 In order to encourage employees and enhance employees’ devotion, the Company established the Procedures for Repurchase of Shares and Transfer to Employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the provisions of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by the Financial Supervisory Commission. Any repurchase of shares and transfer to employees by the Company, in addition to complying with related laws and regulations, will be carried out in accordance with these Procedures.

(Type of shares to transfer and the rights and restrictions)

Article 2 The shares transferred by the Company to employees are ordinary shares, and their rights and obligations are the same as other ordinary shares in circulation, except as otherwise provided by the relevant laws and these Procedures.

(Transfer period)

Article 3 In accordance with these Procedures, the shares in the present share repurchase may be transferred to employees in a single transfer or multiple transfers within five years from the date of the share repurchase.
(Eligibility requirements for transferees)
Article 4 All full-time employees of the Company who have arrived before the record date for subscription or have made special contributions to the Company, as well as full-time employees who meet certain conditions of domestic or foreign control or subordinate companies, are eligible in accordance with the relevant provisions of these Procedures.
(Transfer allocation)
Article 5 The employees shall subscribe to the number of shares as approved in accordance with Article 4. Employees who have not subscribed and completed payment at the conclusion of the designated subscription and payment period will be deemed to have waived their subscription rights. In the event of an insufficient number of subscriptions, the Chairman may contact other qualified employees regarding subscription to the remaining shares.
Article 6 Repurchase and procedures for transfer of shares:
(1) The repurchase of the Company’s shares will be publicly announced, reported, and carried out during the implementation period in accordance with a resolution of the Board of Directors.
(2) The Chairman is authorized by the Board of Directors to set and announce the record date for employee subscriptions, the numbers of shares to which employees may subscribe, the period for payment for subscriptions, and the rights and restrictions associated with share subscriptions.
(3) Statistics will be compiled on the numbers of shares actually subscribed and paid for, and the registration of share transfers will be carried out.

(Agreed transfer price per share)

Article 7 The share transfer price for the present repurchase of shares and transfer to employees will be the average of the actual share repurchase prices, provided that if, prior to the transfer, there is either an increase (or decrease) in the number of issued shares of the

Company's ordinary shares, the transfer price will be adjusted within a range proportional to the increase (or decrease).

(Rights and obligations after the transfer)

Article 8 Once the transfer of the repurchased shares to employees is registered, unless otherwise specified, the rights and obligations are consistent with the ordinary shares.
Article 9 The Company shall transfer the shares it has repurchased to the employees within five years from the date of the share repurchase. Shares that have not been transferred within the deadline shall be deemed as the Company’s unissued shares, and shall be canceled in accordance with the law. The Company shall also handle the change of registration.

(Other)

Article 10 These Procedures will take effect following a resolution of the Board of Directors, and may be amended by submission to the Board of Directors for a resolution.

Article 11 These Procedures shall be reported to the shareholders’ meeting, and so shall any later amendments.

Appendix 8

Chung Hwa Pulp Corporation

Table of Comparison of the Articles of Incorporation

Article Number		After Amendment		Before Amendment	Description
Article 2		The Company's scope of business is as follows: I. A101011 Seeding. II. A201010 Forestation. III. A201030 Special forest business. IV. A202040 Logging. V. A299990 Other logging services. VI. C501010 Lumbering. VII. C501030 Plywood manufacturing. VIII. C501040 Reconstituted wood manufacturing. IX. C601010 Paper mills. X. C601020 Paper manufacturing. XI. C601990 Manufacture of other paper products. XII. C801010 Basic industrial chemical manufacturing. XIII. C802090 Cleaning products manufacturing. XIV .C805020 Plastic sheets & bags manufacturing. XV .C114010 Food additives manufacturing. XVI .CB01010 Machinery and equipment manufacturing. XVII .D101050 Steam and electricity paragenesis. XVIII. F107030 Wholesale of cleaning preparations. XIX .F107190 Wholesale of plastic sheets & bags. XX .F107200 Wholesale of chemistry raw material. XXI .F107990 Wholesale of other chemical products. XXII .F121010 Wholesale of food additives. XXIII. F207030 Retail sale of cleaning preparations. XXIV .F207190 Retail sale of plastic sheets & bags. XXV .F207200 Retail sale of chemistry raw material. XXVI .F221010 Retail of food additives. XXVII. F299990 Retail sale of other retail trade not elsewhere classified. XXVIII. F399040 Retail business without shop. XXIX .H701010 Residence and buildings lease construction and		The Company's scope of business is as follows: I. A101011 Seeding. II. A201010 Forestation. III. A201030 Special forest business. IV. A202040 Logging. V. A299990 Other logging services. VI. C501010 Lumbering. VII. C501030 Plywood manufacturing. VIII. C501040 Reconstituted wood manufacturing. IX. C601010 Paper mills. X. C601020 Paper manufacturing. XI. C601990 Manufacture of other paper products. XII. C801010 Basic industrial chemical manufacturing. XIII .C805020 Plastic sheets & bags manufacturing. XIV .C114010 Food additives manufacturing. XV . CB01010 Machinery and equipment manufacturing. XVI .D101050 Steam and electricity paragenesis. XVII .F107190 Wholesale of plastic sheets & bags. XVIII .F107200 Wholesale of chemistry raw material. XIX .F107990 Wholesale of other chemical products. XX . F121010 Wholesale of food additives. XXI .F207190 Retail sale of plastic sheets & bags. XXII .F207200 Retail sale of chemistry raw material. XXIII .F221010 Retail of food additives. XXIV .H701010 Residence and buildings lease construction and development. XXV .H701040 Specialized field construction and development. XXVI .H701060 New county and community construction and investment. XXVII .H701090 Renovation, or maintenance within the renewal area.	In accordance with the provisions of Article 18 of the Company Act, in order to cooperate with the regulations of the competent authority, revisions of the text of the Company's business scope is planned to add business item codes and text indicating all business items that are not prohibited or restricted by law, except those that are subject to special approval to meet the needs of future business development.

		development. XXX .H701040 Specialized field construction and development. XXXI .H701060 New county and community construction and investment. XXXII .H701090 Renovation, or maintenance within the renewal area. XXXIII .ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.		XXVIII .ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 35		The Articles of Incorporation were established on July 5, 1968 (1st to 45th amendments were made, dates omitted), and 46th amended was made on June 30th, 2020 .		The Articles of Incorporation were established on July 5, 1968 (1st to 45th amendments were made, dates omitted).	Added the date of the 46th amendment.

Chung Hwa Pulp Corporation

Articles of Incorporation (After Amendment)

Chapter I General Provisions

Article 1 The Company shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name is 中華紙漿股份有限公司 , and Chung Hwa Pulp Corporation in the English language.

Article 2 The Company's scope of business is as follows:

I. A101011 Seeding. II. A201010 Forestation. III. A201030 Special forest business. IV. A202040 Logging.

V. A299990 Other logging services. VI. C501010 Lumbering. VII. C501030 Plywood manufacturing. VIII. C501040 Reconstituted wood manufacturing. IX. C601010 Paper mills. X. C601020 Paper manufacturing. XI. C601990 Manufacture of other paper products. XII. C801010 Basic industrial chemical manufacturing. XIII. C802090 Cleaning products manufacturing. XIV. C805020 Plastic sheets & bags manufacturing. XV. C114010 Food additives manufacturing. XVI. CB01010 Machinery and equipment manufacturing. XVII. D101050 Steam and electricity paragenesis. XVIII. F107030 Wholesale of cleaning preparations. XIX. F107190 Wholesale of plastic sheets & bags. XX. F107200 Wholesale of chemistry raw material. XXI. F107990 Wholesale of other chemical products. XXII. F121010 Wholesale of food additives. XXIII. F207030 Retail sale of cleaning preparations. XXIV. F207190 Retail sale of plastic sheets & bags. XXV. F207200 Retail sale of chemistry raw material. XXVI. F221010 Retail of food additives. XXVII. F299990 Retail sale of other retail trade not elsewhere classified. XXVIII. F399040 Retail business without shop. XXIX.H701010 Residence and buildings lease construction and development. XXX. H701040 Specialized field construction and development. XXXI.H701060 New county and community construction and investment. XXXII. H701090 Renovation, or maintenance within the renewal area. XXXIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company has established its headquarters in Hualien County, Taiwan, and opens subsidiaries or

branch offices and production/marketing units as needed.

Article 4 Public announcements of the Company are made pursuant to Article 28 of the Company Act.
Article 5 The Company can only engage in external guarantees and endorsements of notes with companies, and under circumstances provided in the following:
I. Operations necessary for the business of the Company and investees.
II.Guarantee transactions for another company in the same industry.
Article 6 The Company's investments in other enterprises is not be subject to the limit of 40 percent of its paid-in capital as imposed by Article 13 of the Company Act.

Chapter II Shares

Article 7 The total amount of capital of the Company is NT$13 billion, being divided into 1.3 billion shares of par value NT$10 per share, and authorizing the board of directors to issue in installments.
Article 8 The registered share certificates the Company adopts are affixed with signature or seal of three or more directors, indicating thereon the paragraphs of Article 162 of the Company Act, assigned with serial numbers, and duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance.

The Company may be exempted from printing the aforesaid share certificates provided that it shall appoint a centralized securities custody enterprise to make recordation of the issue of such shares.

Article 9 Upon opening a new account, the shareholder shall supply a specimen chop, where the specimen chop is registered, replaced, lost, destroyed, or upon transfer of stock certificates, registration of change, pledges, and lost reporting procedures, the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by competent authority shall apply.
Article 10 The original copies and application should be submitted to the Company for the renewal of soiled or mutilated stock certificates; however, when authenticity is beyond recognition, the preceding provision of lost share certificates applies, mutatis mutandis.
Article 11 Taiwan Depository & Clearing Corporation may request a large par value securities substitute by means of consolidation, in which the costs are borne by the company.
Article 12 Where the Company processes a shareholder's application to issue replacement stocks due to splits and such split stocks do not exceed 1,000 shares, the company may charge a handling fee, except where the stocks were obtained through inheritance.
Article 13 The Company shall not handle any requests for transfers of shares within 60 days prior to the regular shareholders' meeting, 30 days prior to the special shareholders meeting, or five days prior to the record date for the distribution of dividends, bonuses or other interests.

Chapter III Shareholders' Meeting

Article 14 Shareholders' meeting of the Company shall be of the following two kinds: regular meeting of shareholders and special meeting of shareholders.
I. Regular meeting of shareholders shall be convened within 6 months after close of each fiscal
- year.
II.Special meeting of shareholders is held when necessary pursuant to the Company Act.
Article 15 Convening of regular and special shareholder's meeting shall notify each registered shareholder 30 and 15 days prior to meeting date respectively.
Article 16 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 17 Except in the circumstances set forth in Item 3, Article 157 of the Company, a shareholder shall have one voting power in respect of each share in his/her/its possession.

The shares shall have no voting power under any of the following circumstances:

  - I. The share(s) of a company that are held by the issuing company itself in accordance with the laws.

  - II.The shares of a holding company that are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such a subordinate company represents more than one half of the total number of voting shares or the total shares equity of such a subordinate company.

  - III. The shares of a holding company and its subordinate company(ies) that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.

Article 17-1 When the Company holds a shareholders’ meeting, voting rights of the shareholders shall be exercised in electronic means and may be exercised by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting.
Article 18 Shareholders who cannot attend shareholders' meeting may appoint representatives to attend on their behalf by executing a power of attorney printed and issued by the Company, stating clearly the scope of the authorization. When one person is authorized to act as proxy by over two shareholders, the voting rights represented shall not exceed three percent of the total outstanding shares; voting rights exceeded the said limit shall not be counted. Otherwise, the portion of excessive voting power shall not be counted.
Article 19 The Chairman of the board of directors shall preside the shareholders' meeting unless the Company Act provides otherwise. In case the Chairman of the board of directors is absent for any cause, the Chairman shall designate one of the directors; in the absence of such a designation, the directors shall elect one from among themselves to preside over the meeting.
Article 20 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall bear the signature or seal of the chairperson of the meeting; and shall be distributed to all shareholders of the company within 20 days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission. The aforesaid distribution of the minutes of shareholders' meeting may be effected by means of public notice. The minutes shall be kept permanently throughout the existence of the Company; the attendance record bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter IV Directors

Article 21 The Company shall have seven to thirteen directors. The Board meeting is authorized to approve the number of directors. A candidate nomination system shall be adopted. Candidates shall be nominated and elected at the shareholders' meeting from the list of candidates in accordance with Article 198 of the Company Act. The term of office shall be three years, and the director may be eligible for re-election.

In the aforesaid quota of directors, independent directors shall be at least three and not less than representing one-fifth of all directors. Regarding other requirements on independent directors including professional qualifications, restrictions on shareholdings and concurrent positions held, determination of independence, method of nomination, and other compliance matters, the Company shall be set forth in accordance with relevant regulations announced by the competent authority for the securities industry.

Article 21-1 The Company has established an audit committee since the 17th Board of Directors. The audit committee is composed of the entire number of independent directors which shall not be fewer than three persons in number; one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with relevant regulations or the Articles of Incorporation.
Article 22 The total registered shares owned by all directors shall not be less than the minimum percentage of total issued shares specified in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.
Article 23 When the number of vacancies reaches one-third of the total number of directors, the board of directors shall call, within 60 days of the date of occurrence, a by-election for directors at a special shareholders' meeting. The term of office for the director to be elected in the by-election shall be limited to the remaining term of office of the former director.
Article 24 Directors shall organize board meetings in which their duties are performed. A chairman shall be elected from the directors to represent the Company. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Chairman shall appoint one of the directors to act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf.
Article 25 The board of directors shall make decisions on pledge of assets to meet the cash flow requirements for business operations.
Article 26 The notice of board of directors meeting may be effected by means of electronic transmission. Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors present at a meeting attended by a majority of the directors. A director may appoint another director as his/her proxy to attend the board of directors meetings.

In case a board of directors meeting is held by video conference, then the directors taking part in such a video conference shall be deemed to have attended the meeting in person.

Article 27 Remuneration of directors shall be determined by shareholders’ meetings. Payment to employees shall be made in accordance with general standards regardless of the Company’s gains or losses.

Chapter V Managerial Persons

Article 28 The Company may establish managerial personnel whose title, appointment, discharge and remuneration shall comply with Article 29 of the Company Act.
Article 29 The president of the Company manages daily corporate operations pursuant to the board of directors resolutions, supported by vice president and associate vice president.

Chapter VI Accounting

Article 30 The Company’s accounting period ends at the end of December. The board of directors shall prepare the following documents related to accounting affairs, and then present and acknowledge them at the shareholders' meeting pursuant to related laws and regulations.
I. Business report.
II.Financial statements.

III. Earnings distribution or accumulated deficit offset proposal.

Article 31 In profitable years, the Company shall allocate no less than 1 percent of profit of the current year as employees' compensation, while allocating no more than 2 percent as directors' compensation. However, the Company’s accumulated losses shall be covered prior to such allocations.

Compensation of directors is distributed in cash; compensation of employees, include employees of subsidiaries of the company meeting certain specific requirements, is distributed in cash or stock and authorizing the board of directors to decide on such requirements. The distribution ratio of directors' remunerations and the method of distribution and ratio of employees' remunerations shall be resolved by a majority vote at a meeting attended by more than two-thirds of the directors and shall be reported at the

shareholders' meeting.

In calculating employees and directors' compensation, profit of the current year (i.e. pre-tax profit before distribution of employees and directors' compensation) shall first deduct accumulated deficit and the resulting balance is used for calculation of employees and directors' compensation.

Article 31-1 Where the Company has final earnings in a year, except for income tax payable as required, it shall first cover its previous losses, then set aside 10 percent legal reserve and special reserve as required from the remainder, as well as necessary special reserve or retained earnings according to its judgement; the remaining may be paid as dividends of common shares and bonus according to the total amount of shares.
Article 32 In consideration of economic situation and long-term financial planning, and for the purpose of sustainable and stable development, the Company's dividend policy depends on its judgement based on capital budging for the coming years; need of funds is first financed by means of retained earnings, followed by necessary reserves for business operations, no less than 20 percent of remaining earnings is distributable as cash dividends, while the remainder is distributable as stock dividends. In cases where capital expenditure is necessary, the aforesaid surplus earnings may be distributed in full by means of stock dividends.
Article 32-1 The Company may, by a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of board members, have the surplus profit distributable as dividends and bonuses in whole or in part distributed in cash, which shall be reported to the shareholders’ meeting.

Chapter VII Supplementary Provisions

Article 33
Organic regulations and operational regulations of the Company shall be developed separately.
Article 34 Matters unspecified in these Articles shall be handled in compliance with the Company Act and other relevant laws and regulations.
Article 35 The Articles of Incorporation were established on July 5, 1968. 1st amended on July 3, 1969; 2nd amended on Mar 5, 1970; 3rd amended on Mar 31, 1971; 4th amended on Mar 28, 1972; 5th amended on Mar 8, 1973; 6th amended on Mar 21, 1974; 7th amended on Mar 27, 1975; 8th amended on Mar 25, 1976; 9th amended on Jul 20, 1976; 10th amended on Mar 15, 1977; 11th amended on Mar 23, 1978; 12th amended on Mar 21, 1979; 13th amended on Mar 21, 1980; 14th amended on Nov 26, 1980; 15th amended on Mar 27, 1981; 16th amended on Sep 8, 1981; 17th amended on Mar 31, 1982; 18th amended on Mar 31, 1983; 19th amended on Mar 30, 1984; 20th amended on Mar 26, 1985; 21st amended on Mar 27, 1986; 22nd amended on Mar 24, 1987; 23rd amended on Mar 25, 1988; 24th amended on Mar 24, 1989; 25th amended on Mar 23, 1990; 26th amended on Mar 28, 1991; 27th amended on Jun 4, 1991; 28th amended on Mar 28, 1992; 29th amended on Mar 31, 1993; 30th amended on Mar 27, 1995; 31st amended on Mar 27, 1996; 32nd amended on May 8, 1997; 33rd amended on May 14, 1998; 34th amended on Apr 29, 1999; 35th amended on May 9, 2000; 36th amended on May 14, 2002; 37th amended on May 27, 2004; 38th amended on Jun 6, 2006; 39th amended on Jun 13, 2007; 40th amended on Jun 13, 2008; 41st amended on Jun 27, 2012; 42nd amended on Jun 25, 2013; 43rd amended on Jun 24, 2016; 44th amended on June 26, 2018; 45th amended on June 21, 2019; and 46th amended on June 30[th] , 2020.

Appendix 9

Chung Hwa Pulp Corporation

Rules of Procedure for Shareholders' Meetings (After Amendment)

Article 1. These Rules are formulated in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and serve as the basis for the Company's shareholders' meeting governance mechanism.
Article 2. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Matters pertaining to the election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing the status of the Corporation as a public company, approval of competing with the Corporation by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extraordinary motions. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or by the Corporation, and the website shall be indicated in the above notice.

The notices for convening the shareholders' meeting have stated the election of directors and supervisors and the date on which they assume office. After the re-election is completed, the same meeting cannot change the date of assumption of office through extraordinary motions or other methods.

Shareholders holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting, however only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, then the said proposal shall not be included in the agenda. A shareholder proposal that urges the Corporation to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the Board of Directors. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words. Proposals containing more than 300 words will not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that

conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6. This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7. Shareholders meetings that are convened by the Chairman shall be chaired by the Chairman. If the Chairman is unable to perform such duties due to a leave of absence or any other reason, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the Chairman does not appoint a delegate, one shall be elected by the directors from among them.

If the Meeting is chaired by a director other than the Chairman, it shall be one who is familiar with the Company's business and financial status and that had been appointed more than six months prior. The same shall be true for a representative of a juristic person director that serves as chairperson.

It is advisable that shareholders meetings convened by the board of directors be chaired by the Chairman of the Board in person, attended by a majority of directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by someone having the right to convene a meeting, but who is not a member of the Board of Directors, the said person shall chair the meeting. If more than one person has the right to convene the meeting, one shall be elected to chair the meeting.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8. This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a

shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be decided by the board of directors. Relevant motions (including extraordinary motions and amendments to the original motion) should be voted on on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. However, extraordinary motions should be proposed within the scope permitted by law, within the time limit when the chairperson puts the matter before all shareholders present at the meeting, and can only be included in the agenda after receiving approval from the attending shareholders in accordance with legal procedures.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

Unless by the resolution of the shareholders' meeting, the chairperson may not declare the meeting ended until all items on the agenda (including extraordinary motions) arranged in the preceding two paragraphs have been completed. The shareholders cannot designate any other person as chairperson and continue the meeting in the same or another place after the meeting is adjourned. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and arrange an adequate voting time.

Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 12. Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. The method of exercise shall be specified in the shareholders meeting notice. Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, shareholders will be deemed to have waived their rights with respect to extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Corporation 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Corporation's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the number of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The

meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical weights). When directors are elected, the number of votes for each candidate should be disclosed. The minutes shall be kept permanently throughout the life of the Corporation.

Article 16. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17. Staff handling administrative affairs of the shareholders' meeting shall wear identification badges or arm-bands.

The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chairperson may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18. When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Appendix 10

45th amended on June 21, 2019

Chung Hwa Pulp Corporation

Articles of Incorporation

Chapter I General Provisions

Article 1 The Company shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name is 中華紙漿股份有限公司 , and Chung Hwa Pulp Corporation in the English language.
Article 2 The Company's scope of business is as follows:
I. A101011 Seeding.
II. A201010 Forestation.

III. A201030 Special forest business.

IV. A202040 Logging.

V. A299990 Other logging services.

VI. C501010 Lumbering. VII. C501030 Plywood manufacturing. VIII. C501040 Reconstituted wood manufacturing.

IX. C601010 Paper mills.

X. C601020 Paper manufacturing.

XI. C601990 Manufacture of other paper products. XII. C801010 Basic industrial chemical manufacturing. XIII. C805020 Plastic sheets & bags manufacturing. XIV. C114010 Food additives manufacturing. XV. CB01010 Machinery and equipment manufacturing. XVI. D101050 Steam and electricity paragenesis. XVII. F107190 Wholesale of plastic sheets & bags. XVIII. F107200 Wholesale of chemistry raw material. XIX. F107990 Wholesale of other chemical products. XX. F121010 Wholesale of food additives. XXI. F207190 Retail sale of plastic sheets & bags. XXII. F207200 Retail sale of chemistry raw material. XXIII. F221010 Retail of food additives. XXIV. H701010 Residence and buildings lease construction and development. XXV. H701040 Specialized field construction and development.

XXVI. H701060 New county and community construction and investment. XXVII. H701090 Renovation, or maintenance within the renewal area.

XXVIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company has established its headquarters in Hualien County, Taiwan, and opens subsidiaries or branch offices and production/marketing units as needed.

Article 4 Public announcements of the Company are made pursuant to Article 28 of the Company Act.

Article 5 The Company can only engage in external guarantees and endorsements of notes with companies, and under circumstances provided in the following:

III. Operations necessary for the business of the Company and investees.

IV. Guarantee transactions for another company in the same industry.
Article 6 The Company's investments in other enterprises are not be subject to the limit of 40 percent of its paid-in capital as imposed by Article 13 of the Company Act.

Chapter II Shares

Article 7 The total amount of capital of the Company is NT$13 billion, being divided into 1.3 billion shares of par value NT$10 per share, and authorizing the board of directors to issue in installments.
Article 8 The registered share certificates the Company adopts are affixed with signature or seal of three or more directors, indicating thereon the paragraphs of Article 162 of the Company Act, assigned with serial numbers, and duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance.

The Company may be exempted from printing the aforesaid share certificates provided that it shall appoint a centralized securities custody enterprise to make recordation of the issue of such shares.

Article 9 Upon opening a new account, the shareholder shall supply a specimen chop, where the specimen chop is registered, replaced, lost, destroyed, or upon transfer of stock certificates, registration of change, pledges, and lost reporting procedures, the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by competent authority shall apply.
Article 10 The original copies and application should be submitted to the Company for the renewal of soiled or mutilated stock certificates; however, when authenticity is beyond recognition, the preceding provision of lost share certificates applies, mutatis mutandis.
Article 11 Taiwan Depository & Clearing Corporation may request a large par value securities substitute by means of consolidation, in which the costs are borne by the company.
Article 12 Where the Company processes a shareholder's application to issue replacement stocks due to splits and such split stocks do not exceed 1,000 shares, the company may charge a handling fee, except where the stocks were obtained through inheritance.
Article 13 The Company shall not handle any requests for transfers of shares within 60 days prior to the regular shareholders' meeting, 30 days prior to the special shareholders meeting, or five days prior to the record date for the distribution of dividends, bonuses or other interests.

Chapter III Shareholders' Meeting

Article 14 Shareholders' meeting of the Company shall be of the following two kinds: regular meeting of shareholders and special meeting of shareholders.
I. Regular meeting of shareholders shall be convened within 6 months after close of each fiscal
- year.
II.Special meeting of shareholders is held when necessary pursuant to the Company Act.
Article 15 Convening of regular and special shareholder's meeting shall notify each registered shareholder 30 and 15 days prior to meeting date respectively.
Article 16 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 17 Except in the circumstances set forth in Item 3, Article 157 of the Company, a shareholder shall have one voting power in respect of each share in his/her/its possession.

The shares shall have no voting power under any of the following circumstances:

I. The share(s) of a company that are held by the issuing company itself in accordance with the laws.
II.The shares of a holding company that are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such a

subordinate company represents more than one half of the total number of voting shares or the total shares equity of such a subordinate company.

III. The shares of a holding company and its subordinate company (ies) that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.
Article 17-1 When the Company holds a shareholders’ meeting, voting rights of the shareholders shall be exercised in electronic means and may be exercised by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.

Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting.

Article 18 Shareholders who cannot attend shareholders' meeting may appoint representatives to attend on their behalf by executing a power of attorney printed and issued by the Company, stating clearly the scope of the authorization. When one person is authorized to act as proxy by over two shareholders, the voting rights represented shall not exceed three percent of the total outstanding shares; voting rights exceeded the said limit shall not be counted. Otherwise, the portion of excessive voting power shall not be counted.
Article 19 The Chairman of the board of directors shall preside the shareholders' meeting unless the Company Act provides otherwise. In case the Chairman of the board of directors is absent for any cause, the Chairman shall designate one of the directors; in the absence of such a designation, the directors shall elect one from among themselves to preside over the meeting.
Article 20 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall bear the signature or seal of the chairperson of the meeting; and shall be distributed to all shareholders of the company within 20 days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission. The aforesaid distribution of the minutes of shareholders' meeting may be effected by means of public notice. The minutes shall be kept permanently throughout the existence of the Company; the attendance record bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter IV Directors

Article 21 The Company shall have seven to thirteen directors. The Board meeting is authorized to approve the number of directors. A candidate nomination system shall be adopted. Candidates shall be nominated and elected at the shareholders' meeting from the list of candidates in accordance with Article 198 of the Company Act. The term of office shall be three years, and the director may be eligible for re-election.

Article 21-1 The Company has established an audit committee since the 17th Board of Directors. The audit committee is composed of the entire number of independent directors which shall not be fewer than three persons in number; one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The exercise of power by audit committee and independent directors and related matters shall be

set forth in accordance with relevant regulations or the Articles of Incorporation.

Article 22 The total registered shares owned by all directors shall not be less than the minimum percentage of total issued shares specified in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.
Article 23 When the number of vacancies reaches one-third of the total number of directors, the board of directors shall call, within 60 days of the date of occurrence, a by-election for directors at a special shareholders' meeting. The term of office for the director to be elected in the by-election shall be limited to the remaining term of office of the former director.
Article 24 Directors shall organize board meetings in which their duties are performed. A chairman shall be elected from the directors to represent the Company. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Chairman shall appoint one of the directors to act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf.
Article 25 The board of directors shall make decisions on pledge of assets to meet the cash flow requirements for business operations.
Article 26 The notice of board of directors meeting may be effected by means of electronic transmission. Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors present at a meeting attended by a majority of the directors. A director may appoint another director as his/her proxy to attend the board of directors meetings.

In case a board of directors meeting is held by video conference, then the directors taking part in such a video conference shall be deemed to have attended the meeting in person.

Article 27 Remuneration of directors shall be determined by shareholders’ meetings. Payment to employees shall be made in accordance with general standards regardless of the Company’s gains or losses.

Chapter V Managerial Persons

Article 28 The Company may establish managerial personnel whose title, appointment, discharge and remuneration shall comply with Article 29 of the Company Act.
Article 29 The president of the Company manages daily corporate operations pursuant to the board of directors resolutions, supported by vice president and associate vice president.

Chapter VI Accounting

Article 30 The Company’s accounting period ends at the end of December. The board of directors shall prepare the following documents related to accounting affairs, and then present and acknowledge them at the shareholders' meeting pursuant to related laws and regulations.
I. Business report.
II.Financial statements.

III. Earnings distribution or accumulated deficit offset proposal.

Article 31 In profitable years, the Company shall allocate no less than 1 percent of profit of the current year as employees' compensation, while allocating no more than 2 percent as directors' compensation. However, the Company’s accumulated losses shall be covered prior to such allocations.
Compensation of directors is distributed in cash; compensation of employees, include employees of subsidiaries of the company meeting certain specific requirements, is distributed in cash or stock and authorizing the board of directors to decide on such requirements. The distribution ratio of directors' remunerations and the method of distribution and ratio of employees' remunerations shall be resolved by a majority vote at a meeting attended by more than two-thirds of the directors and shall be reported at the shareholders' meeting.

Article 31-1 Where the Company has final earnings in a year, except for income tax payable as required, it shall first cover its previous losses, then set aside 10 percent legal reserve and special reserve as required from the remainder, as well as necessary special reserve or retained earnings according to its judgement; the remaining may be paid as dividends of common shares and bonus according to the total amount of shares.
Article 32 In consideration of economic situation and long-term financial planning, and for the purpose of sustainable and stable development, the Company's dividend policy depends on its judgement based on capital budging for the coming years; need of funds is first financed by means of retained earnings, followed by necessary reserves for business operations, no less than 20 percent of remaining earnings is distributable as cash dividends, while the remainder is distributable as stock dividends. In cases where capital expenditure is necessary, the aforesaid surplus earnings may be distributed in full by means of stock dividends.
Article 32-1 The Company may, by a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of board members, have the surplus profit distributable as dividends and bonuses in whole or in part distributed in cash, which shall be reported to the shareholders’ meeting.

Chapter VII Supplementary Provisions

Article 33
Organic regulations and operational regulations of the Company shall be developed separately.
Article 34 Matters unspecified in these Articles shall be handled in compliance with the Company Act and other relevant laws and regulations.
Article 35 The Articles of Incorporation were established on July 5, 1968. 1st amended on July 3, 1969; 2nd amended on Mar 5, 1970; 3rd amended on Mar 31, 1971; 4th amended on Mar 28, 1972; 5th amended on Mar 8, 1973; 6th amended on Mar 21, 1974; 7th amended on Mar 27, 1975; 8th amended on Mar 25, 1976; 9th amended on Jul 20, 1976; 10th amended on Mar 15, 1977; 11th amended on Mar 23, 1978; 12th amended on Mar 21, 1979; 13th amended on Mar 21, 1980; 14th amended on Nov 26, 1980; 15th amended on Mar 27, 1981; 16th amended on Sep 8, 1981; 17th amended on Mar 31, 1982; 18th amended on Mar 31, 1983; 19th amended on Mar 30, 1984; 20th amended on Mar 26, 1985; 21st amended on Mar 27, 1986; 22nd amended on Mar 24, 1987; 23rd amended on Mar 25, 1988; 24th amended on Mar 24, 1989; 25th amended on Mar 23, 1990; 26th amended on Mar 28, 1991; 27th amended on Jun 4, 1991; 28th amended on Mar 28, 1992; 29th amended on Mar 31, 1993; 30th amended on Mar 27, 1995; 31st amended on Mar 27, 1996; 32nd amended on May 8, 1997; 33rd amended on May 14, 1998; 34th amended on Apr 29, 1999; 35th amended on May 9, 2000; 36th amended on May 14, 2002; 37th amended on May 27, 2004; 38th amended on Jun 6, 2006; 39th amended on Jun 13, 2007; 40th amended on Jun 13, 2008; 41st amended on Jun 27, 2012; 42nd amended on Jun 25, 2013; 43rd amended on Jun 24, 2016; 44th amended on June 26, 2018; and 45th amended on June 21, 2019.

Appendix 11

Amendment on 6.27.2012

Chung Hwa Pulp Corporation

Rules of Procedure for the Shareholders Meetings

Unless otherwise provided in other specific regulations, the shareholder meeting of the Company shall be processed pursuant to the regulations herein.
Shareholder meetings shall present an attendance book for shareholders to sign in or hand in a sign-in card by proxy shareholders attending the meeting.

The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The voting power at the Company's shareholder meetings shall be exercised by way of electronic transmission and may be exercised in writing, provided that the method for exercising the voting power shall be described in the shareholder meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder exercising voting rights by correspondence or electronic transmission will be deemed to have attended the meeting in person, provided that, his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting are deemed to have been waived.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no less than two days before the date of the shareholder meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

Attendance and voting right that may be exercised at shareholder meetings shall be calculated on the basis of the shares.

Shareholder meetings shall convene at the Company's registered office or a place convenient to attend and suitable for meeting; the meeting shall be called no earlier than 9 a.m. and no later than than 3 p.m.
When a shareholder meeting is convened by the Board, the chairperson of the Board is the chair of the meeting. In the case where the chairperson of the Board is on leave or absent or can not exercise his/her power and authority for any cause, the vice chairperson shall act on his/her behalf. In case there is no vice chairperson or the vice chairperson is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairperson of the Board shall designate one of the managing directors, or where there are no managing directors, one of the directors to act on his/her behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairperson of the Board. When a shareholder meeting is convened by another person having the convening right, such person shall act as the chairperson of that meeting.
The appointed attorney, certified public accountant, or relevant personnel of the Company may attend the shareholder meetings.

Administrative staff in attendance at shareholder meetings shall wear an identification card or arm-band.

The entire proceedings of shareholder meetings shall be recorded on audio or video tapes and preserved for at least one year.
When the time of a meeting has arrived, the chair shall declare the meeting open immediately; in case one-half all board directors are not present, the chair may announce postponement of the meeting time, provided that only two postponements may be made and the total delay time shall not exceed one hour. When two such postponements have been made and the shares present still cannot represent sufficient outstanding shares but more than 1/3 of the total issued shares are in attendance, decisions may be made pursuant to Article 175 of the Company Act.

When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholder meeting pursuant to Article 174 of the Company Act.

For a shareholder meeting convened by the Board, the agenda is specified by the Board; the meeting shall be conducted in accordance with the order on the agenda as specified and may not change without a Board resolution.

The provisions of the preceding paragraph also apply to shareholder meetings convened by a party other than the Board of Directors with the power to convene.

The meeting chair may not declare the meeting closed prior to the conclusion of the last two agenda items (including extraordinary motions) without a resolution.

After a meeting is declared closed, shareholders may not elect another chair to continue the meeting at the same or a new place, provided that, if the chair declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of meetings, a new chair may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending said meeting to continue the proceeding of the meeting.

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Unless the consent of the chair is obtained, each shareholder shall make no more than two speeches for an agenda item, and each speech shall not exceed five minutes. If a speaking shareholder violates the preceding regulation or digresses from the topic, the chair may stop his or her speech.
When appointing a juristic person to attend shareholder meetings, that juristic person may only designate one person as a representative.

If a corporate shareholder designates two or more representatives at a shareholder meeting, only one representative may speak on the same proposal.

In the wake of a shareholder speaking, the chair of the meeting may answer in person or designate relevant personnel to answer.
When the chair is of the opinion that a matter has been sufficiently discussed to the degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.
When a proposal comes to a vote, vote monitoring and counting personnel are appointed by the chair, provided that vote monitoring personnel shall be shareholders. The result of voting shall be reported on the spot and included in the minutes.
During the proceeding of a meeting, the chair may declare a break according to his or her judgment.
Each shareholder shall have one vote per share, provided that, this shall not apply to shares having no voting rights or whose voting rights are unexercisable under Article 179, paragraph 2, and Article 197-1, paragraph 2.
Except as otherwise provided in the Company Act and in the Company's Articles of Association, the resolution of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
In the event that amendments or substitutions are provided for the same proposal, the chair may join the original proposal to decide the order of voting. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The chair may command order maintenance personnel (or security personnel) to maintain order at the meeting place. The order maintenance personnel (or security personnel) shall wear armbands with "order maintenance personnel" when trying to maintaining order.

These rules shall take force upon passage by resolution of a shareholder meeting; the same holds true for amendments hereto.

Appendix 12

Chung Hwa Pulp Corporation

Name and Current Shareholding of Directors

Book closure date: May 2, 2020

							Book closure date: May2,2020	Book closure date: May2,2020	Book closure date: May2,2020
Position	Name		Date elected	Shareholding while elected			Current shareholding
				Type	Shares	ratio	Type	Shares	ratio
Chairman	Kirk Kwang	YFY Inc. Representative	6.21.2019	Common Shares	627,827,989	56.93%	Common Shares	627,827,989	56.93%
Director	S.C. Ho
Director	Felix Ho
Director	Chih-Cheng Huang	Lotus Ecoscings & Engineering Co., Ltd Representative	6.21.2019	Common Shares	117,247	0.01%	Common Shares	117,247	0.01%
Director	Guu-Fong Lin
Director	Ray Chen
Independent Director	Donald Chang		6.21.2019	Common Shares	-	-	Common Shares	-	-
Independent Director	Shih-Lai Lu		6.21.2019	Common Shares	-	-	Common Shares	-	-
Independent Director	Yi Lee		6.21.2019	Common Shares	-	-	Common Shares	-	-
Total					627,945,236	56.94%		627,945,236	56.94%

Total issued shares: 1,102,835,316 shares as of May 2, 2020, and all directors of the company shall hold the shares according to law: 32,000,000 shares and all directors held: 627,945,236 shares

AI assistant

CHP — AGM Information 2020

51933_rns_2020-07-08_8f99dac8-95bb-473d-8e44-139363041c22.pdf

Chung Hwa Pulp Corporation 2020 Annual General Meeting of Shareholders

Meeting Handbook

Items to Report

Ratifications

Proposals for Discussion

Appendix Appendix 1

2019 Business Report

Appendix 2 CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHUNG HWA PULP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matter

Estimation of Expected Credit Loss of Accounts Receivable

Emphasis of Matter

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Appendix 3 CHUNG HWA PULP CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHUNG HWA PULP CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matter

Estimation of Expected Credit Loss of Accounts Receivable

Emphasis of Matter

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

Audit Committee’s Review Report

Chung Hwa Pulp Corporation

2019 STATEMENTS OF EARNINGS APPROPRIATION

Chung Hwa Pulp Corporation

Table of Comparison of Rules of Board Meetings

auditing officers.

Chung Hwa Pulp Corporation Rules of Board Meetings (After Amendment)

Chung Hwa Pulp Corporation

Chung Hwa Pulp Corporation

Procedures for Repurchase of Shares and Transfer to Employees (After Amendment)

Chung Hwa Pulp Corporation

Chung Hwa Pulp Corporation

Articles of Incorporation (After Amendment)

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders' Meeting

Chapter IV Directors

Chapter V Managerial Persons

Chapter VI Accounting

shareholders' meeting.

Chapter VII Supplementary Provisions

Chung Hwa Pulp Corporation

Rules of Procedure for Shareholders' Meetings (After Amendment)

CHP AGM Information 2020