CSRC — AGM Information 2020

Jun 20, 2020

Stock Code: 2104

MOPs

Website: http: //mops.twse.com.tw/mops/web/index INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. Website: http: //www.csrcgroup.com

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INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. (Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

Year 2020 Annual General Meeting of Shareholders

Meeting Handbook

Time: 9 a.m., Friday, June 12, 2020

Location: 7F., No. 66, Wugong Rd., Xinzhuang Dist., New Taipei City 242, Taiwan (Gala de Chine Room F)

Table of Content

Page I. Meeting Procedures ................................................................................................. 1 II. Meeting Agenda ...................................................................................................... 3 1. Matters to Report .................................................................................................. 4 2. Matters for Approval .......................................................................................... 29 3. Matters for Discussion ....................................................................................... 31 4. Extemporary Motions ......................................................................................... 33 5. Meeting Adjourned ............................................................................................. 33 III. Annex 1. The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles ..................................................................................... 34 2. Earnings Distribution Proposal .......................................................................... 39 3. The Comparison Table of the Amended to the Articles of Incorporation ........................................................................................................................... 40 4. The Comparison Table of the Amended Provisions of the Rules of Procedure for Annual Shareholders’ Meeting .......................................................................... 42 IV. Appendices 1. Article of Incorporation ...................................................................................... 45 2. Directors’ Shareholding Status ....................................................................... …51 3. Impact of Issuance of Stock Dividends on Business Performance, Earnings per Shares, and Return on Equity ................................................................... …….52

Rules of Procedure for INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. Shareholders Meeting

(Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

Amended by regular shareholders meeting on June 24, 2014

1. The shareholders meeting of the company shall, except those stipulated in the ordinance otherwise, follow these rules.

2. The shareholders meeting should provide an attendee register for the shareholders to sign in or the attending shareholders shall hand in the sign-in cards in place of sign-in. The number of shares in attendance is calculated based on the attendee register or signin cards handed in and the number of shares in the voting rights submitted in writing or electronically.

3. The attendance and vote of the shareholders meeting shall be calculated on the basis of shares.

4. The place of the shareholders meeting shall be the place where the company is located or where is convenient for the shareholders to be present and suitable for the meeting of the shareholders. The meeting shall start no earlier than 9 am or later than 3 pm.

5. The shareholders meeting convened by the board of directors shall be chaired by the chairman. When the chairman is absent, the chairman designates one director as agent. If the chairman does not appoint an agent, an agent will be chosen by the directors. If the shareholders meeting is convened by a convener with calling rights other than the board of directors, the chairman is assumed by the convener of calling right. If there are two or more conveners of calling right, one person should be elected to assume the post.

6. The lawyers, accountants or related personnel appointed by the company may attend the shareholders meeting. The meeting affair personnel handling the shareholders meeting should wear identification cards or armbands.

7. The process of the shareholders meeting should be recorded or videotaped throughout the process and kept for at least one year.

8. When the time of the meeting arrives, the chairman announces to start the meeting. However, when no shareholders representing more than half of the total number of issued shares are present, the chairman may announce a delay in the meeting. The number of delays shall be limited to twice, and the total delay time shall not exceed one hour. If the second time is still insufficient and the shareholders representing more than one-third of the total number of issued shares are not present, it may be deemed to be false resolution in accordance with the subparagraph 1 of Article 175 of the Company Act.

Before the end of the current meeting, if the number of shares represented by the shareholders attending the meeting exceeds half of the total number of issued shares, the chairman may re-submit the created false resolution to the meeting to be voted on according to Article 174 of the Company Act.

1. The agenda of shareholders meeting convened by the board of directors is set by the board of directors. The meeting shall be conducted in accordance with the scheduled agenda and may not be changed without resolution.

2. If the shareholders meeting is convened by a convener of calling right other than the board of directors, the provisions of the preceding subparagraph may apply. Before the agenda of the first two subparagraphs is finalized (including the provisional motion), the chairman would not be allowed to announce the adjournment without resolution.

After the meeting is adjourned, the shareholders must not elect another chairman to continue the meeting at the original site or another site.

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• Before an attending shareholder speaks, the speech notes should be filled out with the speech gist, the shareholder number (or attendance card number) and the account name, and the chairman should set the order of his speech. Attending shareholders who present the speech notes alone but do not speak are considered as not speaking.

• If the content of the speech is inconsistent with the record of the speech notes, the content of the speech shall prevail.

• When the attending shareholders speak, other shareholders may not interfere with the speech except with the consent of the chairman and the speaking shareholders, and the chairman shall stop the violators.

• In the same motion, each shareholder's speech may not exceed two times without the consent of the chairman and shall not exceed five minutes at a time. If the shareholder makes a speech that violates the provisions of the preceding subparagraph or exceeds the scope of the topic, the chairman may stop his speech.

• When a legal person is entrusted to attend a shareholders meeting, the legal person may only appoint one person to attend as agent. When a legal person shareholder appoints more than two representatives to attend the shareholders meeting, only one person may speak for the same motion.

• After the attending shareholder's speech, the chairman may reply in person or by designating the relevant person.

• In the discussion of the motion, when the chairman thinks that the degree of voting has been reached, he may announce that he will stop the discussion and put it to the vote.

• The scrutineer and the vote counting personnel for the vote on the motion shall be designated by the chairman. The scrutineers should have the status of shareholders. The results of the vote shall be reported on site and recorded.

• In the course of the meeting, the chairman may declare a rest at a time of his discretion.

• When the company convenes a shareholders’ meeting, it is likely to exercise the voting rights in writing or electronically. The relevant exercise methods are governed by the Company Act and the regulations of the competent authority.

• The voting of the motion shall be passed with the consent of more than half of the voting rights of the shareholders present unless otherwise provided in the Company Act and the Articles of Association of the Company.

• In case of a vote, if no objection is raised via the chairman’s query, it is deemed as passing. The effect is the same as that of a vote.

• When there are amendments or alternatives to the same motion, the chairman sets the voting order in conjunction with the original case. If one of the cases has been passed, other motions will be considered vetoed and no further voting will be required.

• The chairman may command pickets (or security personnel) to help maintain order at the venue. When pickets (or security personnel) are present to help maintain order at the scene, they should wear the “picket” armbands.

• These rules will be implemented after approval by the shareholders meeting, which applies to any amendments thereto.

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INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.

(Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

Agenda of Year 2020 Annual General Meeting of Shareholders

Time & Date: 9 a.m., Friday, June 12, 2020

Venue: 7F., No. 66, Wugong Rd., Xinzhuang Dist., New Taipei City 242, Taiwan (Gala de Chine Room F)

1. Chairman’s Statement

2. Matters to Report

3. (1) Employees’ and directors’ compensation of 2019.

4. (2) Business report and financial statements of 2019.

5. (3) Audit Committee’s Review Report.

6. (4) Amendments to Ethical Corporate Management Best Practice Principles.

7. Matters for Approval

8. (1) To approve 2019 Annual Business Report and Financial Statements.

9. (2) The proposal for distribution of 2019 earnings.

10. Matters for Discussion

11. (1) Amendments to Articles of Incorporation.

(2) Amendments to Procedures for Rules of Procedure for Annual

Shareholders’ Meeting.

1. Extemporary Motions

2. Meeting Adjourned

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Matters to Report

I. Employees’ and directors’ compensation of 2019.

Notes:

1. According to Article 28 of the Company’s Article of Incorporation, if the Company has surplus, it shall (i) set aside 0.01-3% for employees’ compensation; and (ii) set aside no more than 1% as directors’ compensation.

2. 2.The proposal was approved by the 13[th] meeting of the 17[th] term Board of Directors. For 2019, the Company distributed NT$1,730,760 in cash as employees’ compensation and NT$12,000,000 in cash as directors’ compensation.

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II. Business report and financial statements of 2019

Business Report

Influenced by the continuous trade conflicts between China and the United States, the Brexit stalemate, and various factors, the international financial market fluctuated greatly in 2019. Both US and China’s economic growth has slowed down due to trade wars. The company is in an environment of weak economic growth. The situation of the oversupply of carbon black by local industry in mainland China is still aggravating while the Indian carbon black market is affected by the weak demand of the car market. In addition, on the Company’s biotechnology business, the controversy over royalties of orphan drugs in Europe and the delay of the technical development of the battery products led to a decline in operating performance and profitability in 2019 compared to 2018. The Company’s 2019 business performance results were as below:

1. Production: 460 thousand metric tons of carbon black (core business)

2. Sales:

3. Individual: revenue NT$1,608.43 million

4. Consolidated: revenue NT$22.27 billion

5. Performance

Individual: net profits of NT$1,167.84 million, 61% lesser than last year.

Consolidated: net profits of NT$1,165.53 million, 64% lesser than last year.

Looking forward to 2020, affected by the gradual widespread of the coronavirus epidemic, it is likely that it will severely impact global economic performance, and it is estimated that the economic growth will continue to be slow in the future. Although the situation of the carbon black industry will continue to be challenging, the company will continuously commit to integrating the Group's technology, innovative R & D to strengthen its product portfolio and expand its operating based on the principle of "sustainable development, resource recycling and energy recycling". As for the biotechnology business, we will continue to cooperate with hospitals and other research units to develop new drugs. For the battery business, we will continue to optimize the process of manufacturing, develop new high-value products, and expand their application on energy storage systems and electric vehicles to enhance their overall competitiveness.

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Chairman: Koo, Gong-Yi CEO: Huang, Po-Sung Accounting Supervisor: Lee, Chia-Wen

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Financial statement

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III. Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, and proposal for distribution of earnings. The CPA firm of Deloitte & Touch was retained to audit International CSRC Investment Holdings’ Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and proposal for distribution of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. According to Article 14-4 of Security Exchange Act and Article 219 of Company Act, we hereby submit this report.

To

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. 2020 Annual General Shareholders’ Meeting

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD. Audit Committee convener: Chih, Ching-Kang March 20, 2020

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IV. Amendments to Ethical Corporate Management Best Practice Principles

Notes:

1. For development, amendments need to be made on part of Ethical Corporate Management Best Practice Principles.

2. The proposal has been approved by the 8[th] meeting of the 17[th] term of Board of Directors. Amendments are attached hereto as in Annex 1 (page 34-38).

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Matters for Approval

1. To approve 2019 Annual Business Report and Financial Statements. (Proposed by the Board of Directors)

• Notes:

• (1) It was conducted according to Article 228 of the Company Act.

• (2) The 2019 Annual Business Report, Individual Financial Statements and Consolidated Financial Statements have been approved by the 13[th] meeting of the 17[th] term Board of Directors. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Wu, Mei-Hui and Wu, Yi-Chun, of Deloitte & Touche.

• (3) The above Annual Business Report and Financial Statements were audited by the Auditor Committee. Please refer to Page 5-27.

• (4) Please review and ratify.

Resolution:

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2. The proposal for distribution of 2019 earnings. (Proposed by the Board of Directors)

Notes:

• (1) The proposal of distribution of 2019 profits is conducted in accordance with Article 228 of the Company Act and Article 29 of the amended Articles of Incorporation.

• (2) The 2019 beginning unappropriated retained earnings were NT$2,535,952,514, deducting the remeasurement of defined benefit obligation of NT$7,132,502, the adjusted beginning unappropriated retained earnings of 2019 were NT$2,528,820,012. By adding 2019 net profit of NT$1,167,839,065, and setting aside legal reserve of NT$116,070,656, the total earnings available for distribution amounts to NT$ 3,580,588,421. It is proposed to distribute cash dividends at NT$0.2 per share which amounts to NT$196,946,725. After distribution of the dividends, the 2019 unappropriated retained earnings are NT$3,383,641,696. The distribution of cash dividends shall be accounted by dollars and rounded off to the integer. Fractional dividend amounts that are less than NT$1 are aggregated and recorded as other income of the Company.

• (3) Upon the approval of the Annual Shareholders’ Meeting, the Company will determine the ex-dividend date and distribute the dividend to each share based on the number of actual outstanding on the record date for distribution. The cash dividend to each and every shareholder shall be paid in a whole number of New Taiwan Dollars.

• (4) Please see the Annex 2 for 2019 Earnings Distribution Proposal (page 39).

• (5) The proposal has been approved by the 13[th] meeting of the 17[th] term Board of Directors and sent to the Audit Committee for approval.

• (6) Please review and ratify.

Resolution:

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Matters for Discussion

• 1.To approve the amendments to Article of Incorporation. (Proposed by the Board of Directors)

Notes:

• (1) In accordance with amendments of The Company Act and company development, amendments need to be made on part of Article of Incorporation.

• (2) The proposal has been approved in the 13[th] meeting of the 17[d] term of Board of Directors. Amendments can be viewed on Annex 3 (page 40~41).

• (3) Please discuss and resolve.

Resolution:

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• 2.To approve the amendments to Rules of Procedure for Annual

Shareholders’ Meeting (Proposed by the Board of Directors)

Notes:

• (1) To reflect Regulatory amendments by the Competent Authority and company development, amendments need to be made on part of Rules of Procedure for Annual Shareholders’ Meeting.

• (2) The proposal has been approved in the 13[th] meeting of the 17[rd] term of Board of Directors. Amendments are attached hereto as Annex 4 (page 42~44).

• (3) Please discuss and resolve.

Resolution:

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Extemporary Matters

Meeting Adjourned

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Annex 1: The Comparison Table of the Amended Provisions of the Ethical Corporate Management Best Practice Principles

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD

(Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION) The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles

	Article after Amendment	Article before Amendment	Reason for Amendment
	Article 5 (Policy) The Company shall abide by the operational philosophies of honesty, transparency and responsibility base policieswhich is approved by the Board of Directors,the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	Article 5 (Policy) The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	To update the policy of the Company.
	Article 6 (Commitment and Implementation) The Company shall demand its Directors and senior management to submit undertakings as to comply with by the operational philosophies of honesty, transparency, and responsibility base policies, and to set such compliance as prerequisite for recruitment. The Company and its respective business group shall clearly specify in its internal rules, external documentsand Company’s website the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in external commercial activities. The Company shall create written document to properly	Article 6 (Commitment and Implementation) The Company and its respective business group shall clearly specify in its internal rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in external commercial activities.	To set the commitment and implementation of the operational philosophies of honesty, transparency, and responsibility base policies.

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	maintain and record the policy, undertaking, the commitment and the implementation of such policy regarding Paragraph 1 and 2 under this Article.
	Article 15 (Organization and Responsibility) The directors, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management of the Company, the auditing office is responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs, and reports to the board of directors on a regular basis(no less than once in a year) including: 1. To incorporate the value of operational philosophies of honesty, transparency and responsibility into management of the Company and to secure the compliance of laws by establishing preventive measure; 2. To assess the risk of unethical conduct under management regularly and to establish the plan, procedure and guidelines of unethical conduct prevention accordingly; 3. To scheme the internal organization, structure and position, and to implement	Article 15 (Organization and Responsibility) The directors, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management of the Company, the auditing office is responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs, and reports to the board of directors on a regular basis.	To elaborate the contents of auditing office’s responsibility.
	1. 2. **3. **

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	measures of check and balance in response to those management activities with higher risk of unethical conduct; 4. To promote and hold internal training of the execution of operational philosophies of honesty, transparency and responsibility base policies; 5. To secure the effectiveness of the policy by building the Whistle-blowing System; and To assist the Board of Directors and management in evaluating whether the preventive measures arise from the operational philosophies of honesty, transparency and responsibility base policies are working effectively, and to regularly evaluate and follow up the execution and compliance of such policy by submitting the report.
	Article 21 (Accounting Systems and Internal Control Systems) The Company shall establishan assessment mechanism for risk of unethical behavior, regularly analyze and evaluate business activities with higher risks of unethical behavior under business operation,build effective accounting systems and internal control system, and shall not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall,based on the assessment of risk for unethical behavior, prepare relevant auditing plan, including the	Article 21 (Accounting Systems and Internal Control Systems) The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under- the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage	To set the assessment of risk for unethical behavior.

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	target, scope, items, frequency of auditing, etc., and,following the foregoing assessment,the company's compliance withthe preventive measures and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examining under the preceding paragraph shall be notified to senior management and responsible department, and shall be submitted to the Board of Directors in form of an auditing report.	professionals to assist if necessary.
	Article 24 (Whistle-blowing System) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2. Dedicated personnel or unit appointed to handle whistle- blowing system. Any tip involving a director orsenior managementshall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. To enact responsive measures for different	Article 24 (Whistle-blowing System) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2. Dedicated personnel or unit appointed to handle whistle- blowing system. Any tip involving a director or senior manager shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. Documentation of case acceptance, investigation processes, investigation results, and relevant documents.	1.To illustrate the Whistle-blowing System. 2. To amend the number of Paragraph.

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circumstances and severity of a case from whistle- blower once the investigation completed, and, if necessary, such case hall be reported to the competent authority or judiciary for investigation if necessary. 4. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 5. Confidentiality of the identity of whistle-blowers, the content of reported cases and the mechanism for keeping whistle-blower anonymous. 6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle- blowing. 7. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.	4. Confidentiality of the identity of whistle-blowers and the content of reported cases. 5. Measures for protecting whistle- blowers from inappropriate disciplinary actions due to their whistle-blowing. 6. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

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Annex 2: Earnings Distribution Proposal

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD

(Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

Earnings Distribution Proposal

2019

2019
	Unit: NTD
Item	Amount
Unappropriated retained earnings as of December 31,2018 Less: Remeasurement of defined benefit obligation Unappropriated retained earnings- adjusted Add: Net income of 2019 Less: Legal reserve appropriation(10%) Retained earnings available for distribution Less: distribution items Cash dividend (NT$0.2/share) Balance of unappropriated retained earnings	2,535,952,514 (7,132,502) 2,528,820,012 1,167,839,065 (116,070,656) 3,580,588,421 (196,946,725) 3,383,641,696

Note: 1. Cash dividend shall be allocated to each shareholder up to the dollar (fractional amount shall be rounded down to the dollar). The fractional amount is aggregated and recorded as other income of the Company.

1. According to the Ministry of Finance's Letter No. 871941343 dated April 30, 1998, when distributing profit, an individual recognition method shall be utilized. The distribution of current profit shall give priority to that of the most current year.

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Annex 3 ： Comparison of the Articles of incorporation before and after the amendments.

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD (Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

Contrast Table of Amended Articles of the “Articles of Incorporation”

	After Amendment	Current Article	Notes
	Article 7 The share certificate of the Company shallbeaffixed with the signatures or personal seals of the director representing the companyand issued upon certification by the bank authorized by authority to handle the registration of issuance of stock certificates. The Company may issue shares without printing share certificates; but such shares shall be registered at a Centralized Securities Depository Enterprise.	Article 7 The share certificates of the Company shall be signed by or bear seals of three (3) or more Directors, and issued by the Competent Authority or the agency authorized to handle the registration of stock certificate issuance. The Company may issue shares without printing share certificates; but such shares shall be registered at a centralized securities depository agency.	According to Article 162 of the Company Act, the signatures or seal of a director representing the company with the certification of an authorized bank are enough for a company to issue share certificate.
	Article 34 The Articles of Incorporation were established on May 16, 1973 and The 1stamendment on December 5, 1973, 2ndon May 30, 1975, 3rd on April 26, 1977, 4thon September 29, 1981, 5thon June 28, 1983, 6thon March 19, 1985, 7thon March 7, 1986, 8thon May 5, 1987, 9thon April 14, 1989, 10thon April 27, 1990, 11th on April 23, 1991, 12thon May 5,	Article 34 The Articles of Incorporation were established on May 16, 1973 and The 1stamendment on December 5, 1973, 2ndon May 30, 1975, 3rd on April 26, 1977, 4thon September 29, 1981, 5th on June 28, 1983, 6thon March 19, 1985, 7thon March 7, 1986, 8thon May 5, 1987, 9thon April 14, 1989, 10thon April 27, 1990, 11thon April 23, 1991, 12thon May 5, 1992, 13thon	Adding the 56th amendment.

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1992, 13thon May 14, 1993, 14thon April 19, 1994, 15thon May 21, 1998, 16thon June 30, 1999, 17thon June 15, 2000, 18thon October 17, 2000, 19thon June 26, 2002, 20thon June 10, 2003, 21thon June 15, 2004, 22thon June 24, 2005, 23thon June 19, 2008, 24thon June 25, 2010, 25thon June 10, 2011, 26thon June 27, 2012, 27thon June 24, 2014, 28thon June 24, 2016, 29thon June 26, 2018,and the 30th amendment on June 19, 2019.	May 14, 1993, 14thon April 19, 1994, 15thon May 21, 1998, 16thon June 30, 1999, 17thon June 15, 2000, 18thon October 17, 2000, 19thon June 26, 2002, 20thon June 10, 2003, 21thon June 15, 2004, 22thon June 24, 2005, 23thon June 19, 2008, 24thon June 25, 2010, 25thon June 10, 2011, 26thon June 27, 2012, 27thon June 24, 2014, 28thon June 24, 2016,and the 29th amendment on June 26, 2018.

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Annex 4: The Comparison Table of the Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD (Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION)

The Comparison Table of the Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

		Article after Amendment	Article before Amendment	Reason for Amendment
	9. The agenda of shareholders meeting convened by the board of directors is set by the board of directors.Motions (including amendment to the original matters and extraordinary motions) shall be voted separately on a motion-by-motion basis. The meeting shall be conducted in accordance with the scheduled agenda and may not be changed without resolution. The shareholders meeting convened by other conveners with calling rights may use the above provisions. Before the agenda of the first two sub-paragraphs are finalized (including the provisional motion), the chairman would not be allowed to announce the adjournment without a resolution. After the meeting is adjourned, the shareholders must not elect another chairman to continue the meeting at the original site or another site.		9. The agenda of shareholders meeting convened by the board of directors is set by the board of directors. The meeting shall be conducted in accordance with the scheduled agenda and may not be changed without resolution. The shareholders meeting convened by other conveners with calling rights may use the above provisions. Before the agenda of the first two sub-paragraphs are finalized (including the provisional motion), the chairman would not be allowed to announce the adjournment without a resolution. After the meeting is adjourned, the shareholders must not elect another chairman to continue the meeting at the original site or another site.	In response to the newest “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” published by the authority.
	14. In the discussion of the motion, when the chairman thinks that the degree of voting has been reached, he may announce that he will stop the discussion and put it to the vote while arranging enough time for voting.		In the discussion of the motion, when the chairman thinks that the degree of voting has been reached, he may announce that he will stop the discussion and put it to the vote.	Please refer to the above.

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• When the company convenes a 17. When the company convenes a Please refer to the shareholders meeting, it shal l shareholders meeting, it is likely above. exercise the voting rights in to exercise the voting rights in electricity and is allowed to exercise writing or electronically. The in writing at the same time . The relevant exercise methods are relevant exercise methods are governed by the Company Act governed by the Company Act and and the regulations of the the regulations of the competent competent authority. authority. The voting of the motion shall be The voting of the motion shall be passed with the consent of more passed with the consent of more than than half of the voting rights of half of the voting rights of the the shareholders present unless shareholders present unless otherwise otherwise provided in the provided in the Company Act and the Company Act and the Articles of Articles of Association of the Association of the Company. Company. In case of a vote, if no objection In case of a vote, if no objection is is raised via the chairman’s query, raised via the chairman’s query, it is it is deemed as passing. The deemed as passing. The effect is the effect is the same as that of a same as that of a vote. vote. 19. Resolutions adopted at a This is a new adding to the Original Please refer to the shareholders' meeting shall be Article and the number of Articles above. recorded in the minutes of the changes subsequently. meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The recording and distribution of the minutes thereof can be done in electricity. The Company is allowed to insert the aforementioned minutes to the Market Observation System for publication as a substitution for distribution under the preceding paragraph The date, place of the meeting, name of Chairman, ways of resolution, discussion, and the abstract of motions and resolution (including the numbers of votes) shall be recorded properly in the minutes. When the motions involve the election of a director, the Company shall disclose the votes of each candidate. As the Company exist, the minutes shall be kept eternally.

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20. The chairman may command pickets (or security personnel) to help maintain order at the venue. When pickets (or security personnel) are present to maintain order at the scene, they should wear the “picket” armbands.	19. The chairman may command pickets (or security personnel) to help maintain order at the venue. When pickets (or security personnel) are present to maintain order at the scene, they should wear the “picket” armbands.	Amendment to the number of Article.
21. These rules will be implemented after approval by the shareholders meeting, which applies to any amendments thereto.	20. These rules will be implemented after approval by the shareholders meeting, which applies to any amendments thereto.	Please refer to the above.

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Appendix 1.: Articles of Incorporation for INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.

Articles of Incorporation for INTERNATIONAL CSRC INVESTMENT HOLDINGS CO., LTD.

(Original Name of the Company: CHINA SYNTHETIC RUBBER CORPORATION) Chapter 1. General

• Article 1 The Company shall be incorporated under the provisions for company limited by shares of the Company Act and the relevant regulations, and its names shall be International CSRC Investment Holdings Co., Ltd. and its English name shall be International CSRC Investment Holdings Co., Ltd.

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

• H201010 General Investment Industry.

• Article 3 The Company may provide endorsement and guarantee and act as a guarantor. Article 4 The Company’s reinvestment is in accordance with the Board of Directors’ resolution and the total investment amount may exceed forty (40) percent of the Company’s paid-in capital.

• Article 5 The Company is headquartered in Taipei City. When necessary, the Board of Directors may agree to set up branches, subsidiaries and manufacturing facilities both domestically or abroad.

Chapter 2. Shares

• Article 6 The total capital of the Company is set at NT$20 billion, divided into 2 billion shares and NT$10 per share and may be paid-up in installments.

• The Company may issue employee stock options to employees of the Company and domestic and overseas subsidiaries. Among the total shares aforementioned, 60 million shares are reserved as employee stock option shares, which may be issued in installments in accordance with resolutions of the Board of Directors. When the Company can legally repurchase company stocks, the Board of Directors will act in accordance to regulations.

• Article 6-1 When the Company issues employee stock options with a subscription price lower than the closing price of the Company’s common shares on the day of issuance, it shall be approved by at least two-thirds of the voting rights represented at a shareholders’ meeting attended by shareholders representing a majority of the total issued shares.

• If the Company wishes to transfer an employee stock options to an employee at a price lower than the average price of the shares that were bought back, it shall be approved by at least two-thirds of the voting rights represented at the latest shareholders’ meeting attended by shareholders representing a majority of the total issued shares.

• Article 6-2 Treasury stock purchased by the Company can be transferred to the employees of parents or subsidiaries of the Company or controlled by the Company.

• Article 6-3 Stock warrants of the Company can be issued to the employees of parents or subsidiaries of the Company or controlled by the Company.

• Article 6-4 Issuance of new shares by the Company can be subscribed by the employees of parents or subsidiaries of the Company or controlled by the Company.

• Article 6-5 Issuance of new restricted employee shares by the Company can be subscribed by the employees of parents or subsidiaries of the Company or controlled by the Company.

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• Article 7 The share certificates of the Company shall be signed by or bear seals of three (3) or more Directors, and issued by the Competent Authority or the agency authorized to handle the registration of stock certificate issuance. The Company may issue shares without printing share certificates; but such shares shall be registered at a centralized securities depository agency.

• Article 8 Any matters regarding the Company’s shares are in accordance with the relevant laws and the regulations of the Competent Authority.

• Article 9 Registration for transfer of shares shall be suspended for sixty (60) days immediately before the day of an Annual General Shareholders’ Meeting, for thirty (30) days immediately before the day of any Extraordinary General Shareholders’ Meeting, and for five (5) days before the day on which dividends or any other benefit is scheduled to be paid by the Company.

Chapter 3. Shareholders’ meeting

• Article 10 There are two kinds of shareholders’ meetings which are Annual General Meeting and Extraordinary General Meeting:

• Annual General Meeting shall be convened by the Board of Directors within six months after the end of each fiscal year.

• Extraordinary General Meeting shall be convened when necessary and in accordance with regulations.

• Article 11 Unless otherwise stated in the Company Act, shareholders’ meetings are convened by the Board of Directors, chaired by the Chairperson. When the Chairperson is absent, the Chairperson designates a Director as deputy. When not specified, a deputy is chosen by the Directors among the Directors.

• Article 12 The convening of the Annual General Meeting shall be notified to all shareholders thirty (30) days in advance. The convening of the Extraordinary General Meeting shall be notified to all shareholders fifteen (15) days in advance. The notice shall state the date, venue and reason for the convening of the meetings.

• Article 13 Unless otherwise stated in the Company Act, resolution from shareholders’ meetings require the majority of the voting rights represented at the latest shareholders’ meeting attended by shareholders representing a majority of the total issued shares.

• Article 14 Unless otherwise stated in the Company Act, each share of stock shall be entitled to one (1) vote.

• Article 15 If a shareholder is unable to attend the shareholders’ meeting in person, such shareholder may appoint a proxy to attend the shareholders’ meeting and exercise such shareholder’s right in his/her/its behalf by executing a proxy issued by the Company and specifying therein the scope of power authorized to the proxy. With the exception of trust enterprises or shareholder service agencies approved by the Competent Authority, when a person who acts as the proxy of two (2) or more shareholders, the excessive voting power represented by such person exceeding three percent (3%) of the total outstanding voting shares of the Company shall not be counted.

• A shareholder shall serve the foregoing proxy to the Company no later than five (5) days prior to the day of the shareholders’ meeting. If two (2) or more written proxies are received from one (1) shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous proxy.

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The voting power at a shareholders’ meeting may be exercised in writing or by way of electronic transmission in accordance with the Company Act and the relevant regulations of the Competent Authority.

• Article 16 Resolutions of the shareholders’ meeting shall be made into minutes, signed or sealed by the Chairperson, distributed to all shareholders within 20 days after the meeting, and shall be stored permanently within the Company for recordkeeping. The attendance registry of shareholders and the power of attorney for representing the attendance shall be retained for at least one (1) year. In the case of a lawsuit, the documents should be saved until the lawsuit ends. The distribution of the minutes of the preceding subparagraph shall be governed by the Company Act and related regulations.

Chapter 4. Directors, Audit Committees and Managers

• Article 17 The Board of Directors of the company has seven (7) to eleven (11) Directors, and the term of office is three (3) years. The election of Directors adopts the system of nomination for shareholders to vote from a list of nominated candidates at the shareholders’ meeting. Re-elected candidates are reappointed. Of the aforementioned Director quota, there must be no less than three (3) Independent Directors.

• Independent Directors shall be elected from the list of candidates for Independent Directors by the shareholders at the shareholders’ meeting. The Independent Directors’ professional qualifications, shareholding, concurrent position restrictions, independence, the nomination and selection methods, and other compliance matters shall be handled in accordance with the relevant provisions of the Competent Authority. The election of Directors shall be held in accordance with the Company Act. Independent and non-Independent Directors shall be elected at the same time, provided that the number of Independent Directors and non-Independent Directors elected shall be calculated separately.

• Article 18 The Board of Directors assembled by the Directors have the following authorities: 1. Draft business plan

• Draft earnings distribution

• Draft capital increase or decrease details

• Ratify important articles and contracts

• Appoint CEO and General Manager

• Set up and dismantle of subsidiaries

• Ratify budgets

• Ratify purchase and sell of properties and investments in business units 9. Ratify any other major matters

• Article 19 The Board of Directors meeting shall have the attendance of more than two-thirds of the Directors, and the consent of more than one-half of the Directors attending the meeting, and then elect one (1) of the Directors as the Chairperson, and one (1) as Vice Chairperson. The Chairperson shall represent the Company to preside over all business matters.

• Article 20 The Board of Directors meeting shall be convened by the Chairperson. Unless otherwise stated in the Company Act and this Articles of Incorporation, the exercise of resolution shall need the attendance of more than half of the Directors and the consent by more than half of the attending Directors. Directors may entrust other Directors to attend if they cannot attend in person for any reason. If the Director participates the Board of Directors meeting via video conferencing, it is deemed to be present in person.

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The Board of Directors meeting notification need to be in written format, e-mail or fax.

Article 21 The Board of Directors shall be chaired by the Chairperson. When the Chairperson takes leave or is unable to exercise his power for any reason, the Vice Chairperson of the Board shall represent the Chairperson. If both the Chairperson and the Vice Chairperson are absent, the Chairperson shall appoint one (1) Director to act as the deputy. If the Chairperson did not designate a deputy, the Directors shall choose one (1) Director as deputy.

Article 22 The Company sets up an Audit Committee and may set up other functional committees.

The Audit Committee is composed of all Independent Directors, and there shall not be less than three (3) members. One (1) of them shall be the Chair and at least one (1) shall have accounting or financial expertise.

• The resolution of the Audit Committee shall be approved by more than one-half of all members and the exercise of their authorities and matters shall be in accordance with the provisions of relevant laws and company regulations. When Independent Directors of the Audit Committee exercises authorities, signatures or seals are required on the books and statements the members checked or consulted and to report in the shareholders’ meetings.

• From the date of establishment of the Audit Committee in 2012, the Audit Committee or members of the Audit Committee shall be responsible for the enforcement of the supervisory authority provided in Company Act, Securities Exchange Act and other regulations.

• Article 23 The Board of Directors are authorized to set Directors’ remuneration based on the Directors’ involvement in business operations and value contributed to the Company and shall be comparable to both domestic and overseas peers within the same industry.

• Article 24 The Company may, within the term of office of the Directors, purchase liability insurance for their scope of business and the related compensation liability in accordance with the laws and regulations.

• Article 25 The Company is in compliance with the resolution by the Board of Directors on the appointment of CEO, general manager, vice president or any other managers for the Company’s operational needs and the aforementioned positions may be one or more persons.

• Article 26 Chapter 5. Accounting

• Article 27 The Company’s fiscal year shall be from January 1 of each year to December 31 of the same year.

Article 28 At the end of each fiscal year, the Board of Directors shall prepare statements and records in accordance with Article 228 of the Company Act, and comply with legal procedures to submit the statements and records to the Annual General Shareholders’ Meeting for ratification.

• Article 29 If the Company is profitable for the year, it shall set aside:

• As the Employees’ remuneration: 0.01% to 3% of the profit; 2. As the Directors’ remuneration: no more than 1% of the profit.

However, if the Company has accumulated losses, the Company shall first reserve an amount to make up the losses, and then set aside the Employees’ and the Directors’ remuneration as specified in items (1) & (2) above.

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The Employees’ remuneration may be distributed in shares or in cash. Employees of the Company’s subsidiaries or subsidiaries controlled by the Company who meet certain requirements may also receive such remuneration.

The distribution of the Employees’ and the Directors’ remuneration shall be approved by a majority vote at a Board meeting attended by over two-thirds of the Directors. In addition, a report of such distribution shall be submitted to the shareholders’ meeting.

Article 30 When the Company completes final accounting to obtain net income, after deduction of income tax and dues and have covered the losses, the Company shall first set aside 10% of net income as legal reserve; provided that no legal reserve may be set aside when such legal reserve has reached the Company’s total paid-in capital. If necessary, it may set aside or reverse a special reserve or retain surplus earnings with discretion in accordance with the relevant laws from the balance plus undistributed earnings, the Company can then distribute earnings as stock dividends for common shareholders. The distribution is in accordance with Article 28 in the Articles, drafted by the Board of Directors and be ratified in the shareholders’ meetings.

To improve financial structure, replenish capital or support important investments, the earnings can be transferred as capital for stock dividend issuance but cash dividends payout ratio must be 20% more than the payout ratio of common share stock dividends.

Article 31 The distribution of dividends to shareholders shall be based on the shareholders’ roster on the record date.

Chapter 6. Annexes

Article 32 The Company’s Articles of Organization and operation details are set separately. Article 33 Any incomplete or matters that are not covered by this Article of Incorporation, please refer to the Company Act and related regulations.

Article 34 The Articles of Incorporation were established on May 16, 1973 and The 1[st] amendment on December 5, 1973 The 2[nd] amendment on May 30, 1975 The 3[rd] amendment on April 26, 1977 The 4[th] amendment on September 29, 1981 The 5[th ] amendment on June 28, 1983 The 6[th ] amendment on March 19, 1985 The 7[th ] amendment on March 7, 1986 The 8[th ] amendment on May 5, 1987 The 9[th ] amendment on April 14, 1989 The 10[th ] amendment on April 27, 1990 The 11[th ] amendment on April 23, 1991 The 12[th ] amendment on May 5, 1992 The 13[th ] amendment on May 14, 1993 The 14[th ] amendment on April 19, 1994 The 15[th ] amendment on May 21, 1998 The 16[th ] amendment on June 30, 1999 The 17[th ] amendment on June 15, 2000 The 18[th ] amendment on October 17, 2000 The 19[th ] amendment on June 26, 2002 The 20[th ] amendment on June 10, 2003 The 21[th ] amendment on June 15, 2004

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The 22[th ] amendment on June 24, 2005 The 23[th ] amendment on June 19, 2008 The 24[th ] amendment on June 25, 2010 The 25[th ] amendment on June 10, 2011 The 26[th ] amendment on June 27, 2012 The 27[th ] amendment on June 24, 2014 The 28[th ] amendment on June 24, 2016 The 29[th] amendment on June 26, 2018. The 30th amendment was made on June 19, 2019

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Appendix 2: Directors’ Shareholding Status

Appendix 2: Directors’ Shareholding S	Appendix 2: Directors’ Shareholding S	Appendix 2: Directors’ Shareholding S	tatus	tatus	tatus	tatus
			Benchmark date: April 14,2020
Title	Name	Appointment date	Number of shares held at the time of appointment		Shares currently held
			Number of shares	Accounting for % of the stocks issued at the time	Number of shares	Accounting for % of the stocks issued at the time
Chairman	Taiwan Cement Corporation Representative: Koo, Kung-Yi	2018.06.26	55,180,171	8.78%	153,476,855	15.59%
Director	Taiwan Cement Corporation Representative: Yeh, Kuo-Hung	2018.06.26	55,180,171	8.78%	153,476,855	15.59%
Director	Fu Pin Investment Co., Ltd. Representative: Koo, Kung-Kai	2018.06.26	11,254,724	1.79%	16,903,090	1.72%
Director	CTBC Venture Capital Company Representative: Chien, Wen	2018.06.26	28,340,800	4.51%	77,946,748	7.92%
Independent directors	Chen, Yao-Sheng	2018.06.26	0	0.00%	0	0.00%
Independent directors	Chih, Ching-Kang	2018.06.26	0	0.00%	0	0.00%
Independent directors	Ding, Yen Wei	2018.06.26	0	0.00%	0	0.00%
Total			94,775,695		248,326,693

Total shares issued on June 26, 2018: 628,586,987 Total shares issued on April 14, 2020: 984,733,625

Share Share

• Note: 1. The total number of shares that directors of the Company should legally own is 31,511,476 shares. As of April 14, 2020, the directors hold 248,326,693 shares.

• The Company has established an Audit Committee; therefore, rules stipulating the number of shares legally owned by the supervisor do not apply.

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Appendix 3. Impact of Issuance of Stock Dividends on Business Performance, Earnings per Shares, and Return of Equity

Year Items	Year Items	Year Items	2020(Pro-Forma)
Beginning paid-in capital (Include preferred share)			NTD 9,847,336,250
Stock dividend and cash dividend issued this year	Cash dividend per share		NTD 0.2
	Stock dividend per share appropriate from a capitalization of retained earnings		0 shares
	Stock dividend per shares appropriate from a capitalization of capital reserve		0 shares
Change in business performance	Operating income		Not applicable
	Ratio of increase (decrease) in operating income as compared to the previous year
	Net income after tax
	Ratio of increase (decrease) in net income after tax as compared to the previous year
	Earnings per share
	Ratio of increase (decrease) in EPS as compared to the previous year
	Average annual ROE ratio (Average annual PE/ratio)
Pro-forma EPS and P/E Ratio	In case that cash dividends would be paid in lieu of stock dividend by a Capitalization of retained earnings	Pro-forma EPS
		Pro-forma average annual ROE ratio
	In case that there would be no stock dividend appropriated from a capitalization of capita; reserve	Pro-forma EPS
		Pro-forma average annual ROE ratio
	In case that there	Pro-formaEPS

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	would be no stock dividend appropriated from a capitalization of capital reserve and cash dividends would be paid in lieu of stock dividends by a capitalization of retained earnings	Pro-forma average annual ROE ratio

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MEMO

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