TCC - AGM Information 2021 | FinancialReports.eu

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Time：9:00 a.m., Friday, June 11, 2021

Place：3F, No. 113, Sec. 2., Chung-Shan North Road, Taipei, Taiwan (TCC Building, Cement Hall) Taiwan Cement Corporation website：http://www.taiwancement.com

Market Observation Post System website：http://mops.twse.com.tw

Table of Content

Page I. Meeting Procedures ................................................................................................. 1 II. Meeting Agenda ...................................................................................................... 4 1. Matters to Report .................................................................................................. 5 2. Matters for Approval .......................................................................................... 32 3. Matters for Election ............................................................................................ 35 4. Matters for Discussion ....................................................................................... 37 5. Extemporary Motions ......................................................................................... 40 6. Meeting Adjourned ............................................................................................. 40 III. Annex 1. The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles ..................................................................................... 41 2. Earnings Distribution Proposal .......................................................................... 48 3. List of director and independent director candidates and the related information……………………………………………………………………49 4. The Comparison Table of the Amended Provisions of the Procedures for the Acquisition and Disposal of Assets……………………………………………64 5. The Comparison Table of the Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting ...................................................................................... 70 6. List of Releasing Director Candidates from Non-Competition Restriction……73 IV. Appendices 1. Article of Incorporation ...................................................................................... 74 2. Rules for Election of Directors Regulations for Taiwan Cement Corporation Director Elections. ........................................................................................... 83 3. Directors’ Stockholding Status ........................................................................... 86

Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

Amended and adopted by the regular shareholders meeting on June 9, 2020

The Company's shareholders meeting shall be governed by these Regulations except as otherwise provided in the Act and the Articles of Association of the Company.
Attending shareholders shall hand over the sign-in cards in place of sign-in. The number of shares in attendance is calculated based on the sign-in cards handed in and the number of shares in the voting rights submitted in writing or electronically.
The attendance and votes of the shareholders meeting are calculated on the basis of the shares.
The place of the meeting shall be the place where the company is located or where it 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.
The shareholders meeting convened by the board of directors shall be chaired by the chairman. If the chairman takes leave or fails to exercise his power for any reason, the deputy chairman shall act as the agent. If the vice chairman also requests leave or fails to exercise his power for any reason, the chairman shall appoint one of the directors to represent him. If the chairman does not appoint an agent, an agent will be chosen by the directors.
For the shareholders meeting convened by other convener with calling rights, the convener is appointed as the chairman.
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.
The process of the meeting should be recorded or videotaped throughout the process and kept for at least one year.
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 represent more than one-third of the total number of issued shares are present, it may be deemed to be false resolution in accordance with the sub-paragraph 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.

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.
10.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 contents 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.

11.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 sub-paragraph or exceeds the scope of the topic, the chairman may stop his speech.
12.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.
13.After the attending shareholder's speech, the chairman may reply in person or by designating the relevant person.
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.
15.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.

16.In the course of the meeting, the chairman may declare a rest at a time of his discretion.
17.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.

18.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.
19.Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the 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.
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.
21.These rules will be implemented after approval by the shareholders meeting, which applies to any amendments thereto.

Taiwan Cement Corporation Agenda of Year 2021 Annual General Meeting of Shareholders

Time & Date: 9 a.m., Friday, June 11, 2021

Venue: 3F, No. 113, Sec. 2., Chung-Shan North Road, Taipei, Taiwan (TCC Building, Cement Hall)

Chairman’s Statement
Matters to Report
(1) Employees’ and directors’ compensation of 2020.
(2) Business Report and Financial Statements of 2020.
(3) The Audit Committee’s Review Report.
(4) Report on TCC using cash-share swap to delist and obtain 100% of TPCC shares in 2020.
(5) Amendments on part of Ethical Corporate Management Best Practice.
Matters for Approval
(1) To approve 2020 Annual Business Report and Financial Statements.
(2) The proposal for distribution of 2020 earnings.
Matters for Election

24th term Board of Directors election of 15 seats (including 5 seats of Independent Directors)

Matters for Discussion
(1) To approve the amendments on part of Rules of Procedures for the Acquisition and Disposal of Assets.
(2) To approve the amendments on part of Rules of Procedure for Annual Shareholders’ Meeting.
(3) Proposal to release the newly-elected Directors from non-competition restrictions.
Extemporary Motions
Meeting Adjourned

Matters to Report

1. Employees’ and directors’ compensation of 2020.

Descriptions:

(1) According to Article 25 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) The proposal was approved by the 24[th] meeting of the 23[rd] term Board of Directors. For 2020, the Company distributed of NT$107,953,781in cash as employees’ compensation and NT$256,964,712 in cash as directors’ compensation.

2. Business report and financial statements of 2020.

Business Report

In 2020, the spread of the Coronavirus (COVID-19) on a global scale caused the world economy to come to a near halt and the Earth to turn quiet. From the natural environment, we are reminded again of the importance of a “circular economy”. Therefore, Taiwan Cement (TCC) sets out the roadmap to deliver carbon neutral concrete products by 2050 using low-carbon cement and building material, waste treatment, and renewable energy development as the basis.

In 2020, TCC achieved several milestones. TCC’s subsidiary in Côte d'Ivoire began manufacturing environmental cement products, while Guigang TCC Dongyuan Environmental Technology began waste treatment projects. Furthermore, TCC Hoping Plant’s cement kiln co-processing of waste treatment Build-Operation-Own (BOO) project in cooperation with the local government had passed environmental inspections. For the renewable energy segment, TCC subsidiary Chang-Wang Wind Power installed 14.4MW of wind power installation and another subsidiary TCC Chia-Chien Green Energy began the construction of the 44MW fishery-solar installation. Furthermore, TCC Hoping Plant established “TCC DAKA Eco-Circular Park” to help rejuvenate local business and culture and demonstrate communal friendliness with the local communities. These achievements show that TCC is moving toward our goal with unwavering determination.

Mainland China cement market was affected by the COVID-19 pandemic which caused cement price and net income to show on-year decrease. Nevertheless, due to limited impact of the COVID-19 pandemic and meticulous cost management in the Taiwan business plus net income growth of various subsidiaries, the consolidated after-tax net income reached a historical high in 2020.

TCC’s 2020 consolidated revenue was NT$114.37 billion, showed an on-year decrease of 6.9%. After-tax net income reached NT$25.10 billion, representing an on-year growth of 3.7%. The annual budget achieve rate was 180.5% with earnings per share (EPS) reaching NT$4.32.

The combined cement and clinker production volume of Taiwan and Mainland China businesses reached 57.32 million tons in 2020, showing an onyear decrease of 1.0% compared to 57.92 million tons in 2019. In particular, Taiwan’s sales volume of cement and clinker reached 4.69 million tons, representing an annual growth of 5.5% compared to 4.45 million tons sold in 2019. In Mainland China, sales volume of cement and clinker reached 50.95 million tons, representing an annual decrease of 3.0% compared to 52.53 million tons sold in 2019. The total sales volume of ready-mixed concrete (RMC) in Taiwan and Mainland China was 5.55 million cubic meters in 2020, showing an on-year growth of 2.3% compared to 5.42 million cubic meters in 2019.

To achieve our goal of building a circular economy, TCC has been researching and developing energy conservation, carbon emissions reduction and various resource recycle technologies. In 2020, TCC’s R&D team completed the development of usage for recycled pellets, coal ash from garbage incinerators and coal-fired power plants, and industrial wastes. The team also completed R&D of applications to use biofuel and solid recovery fuel (SRF). Furthermore, the team set carbon footprint category structure and obtained carbon footprint certification of TCC’s Portland I cement. On top of the achievements aforementioned, the R&D team continues to cooperate with top research organizations to research and develop the new generation of calcium-looping carbon capture technology, microalgae cultivation for carbon dioxide sequestration, new ultra-high performance concrete (UHPC) material and establish cladding panel manufacturing technology.

To achieve the goal of optimizing the manufacturing process and emissions control, TCC also developed numerous smart management systems to help different departments to forecast, set early warning, and use machine-learning to enhance data accuracy.

The COVID-19 pandemic continues to severely impact the world in 2021. Despite various governments’ efforts to stimulate the economy through large-scale fiscal and monetary policies, the results have been uncertain. The year 2021 is likely to be another tough year. Humans are a part of nature but technological development has made the relationship between humans and nature more complex

and it is TCC’s mission and role to be the practitioner to build a circular economy.

Chairmn: Chang, An-Ping

President: Li, Jong-Peir

Accounting Supervisor: Yeh, Kuo-Hung

Financial statement

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III. Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors of Taiwan Cement Corporation has prepared the Company’s 2020 Business Report, Consolidated and Standalone Financial Statements, and the proposal for the allocation of earnings. The CPA firm Deloitte

& Touche was retained to audit the Company’s Financial Statements and it has issued an audit report on the Financial Statements. The Business Report, Financial Statements, and the earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Cement Corporation. According to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Taiwan Cement Corporation

2021 Annual General Shareholders’ Meeting

Taiwan Cement Corporation

Audit Committee convener: Victor Wang

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March 19, 2021

4. Taiwan Cement Corporation’s (the “Company”) status report on its acquisition in 2020 of 100% of shares of its subsidiary, Taiwan Prosperity Chemical Corporation (“TPCC”), through a cash share swap and the delisting of TPCC in accordance with law.

Descriptions:

The Company plans to report, pursuant to Paragraph 2, Article 7 of the Business Mergers and Acquisitions Act, at the Company’s 2021 annual shareholders’ meeting the current status of the Company acquisition of 100% of TPCC’s shares through a cash share swap and the delisting of TPCC in accordance with law.
To integrate the group’s resources in order to seek maximum group synergies, the Company’s audit committee and board of directors resolved on September 16, 2020 to acquire 100% of shares of its subsidiary, TPCC, through a cash share swap (the “ Share Swap ”) and to delist TPCC in accordance with law. The completion date of the Share Swap was scheduled for January 18, 2021 (the “ Record Date ”).
On the Record Date, the Company acquired a total of 38,102,495 TPCC shares from TPCC shareholders (excluding the Company) at NT$18 in cash per share (the “ Price Per Share ”), with the Company paying a total cash consideration of NT$685,844,910 to TPCC shareholders (excluding the Company). The Price Per Share took into consideration independent experts’ price reasonability opinions and was approved by the Company’s audit committee and board of directors.
The Company and TPCC completed the Share Swap on January 18, 2021 and TPCC was delisted and ceased its status as a public company on the same day.

5. Amendments on part of Ethical Corporate Management Best Practice.

Descriptions:

(1) For company development, amendments need to be made on part of “Ethical Corporate Management Best Practice Principles”.
(2) The proposal has been approved in the 19[th] & 24[th] meeting of the 23[rd] term of Board of Directors. Amendments are attached hereto as Annex 1 (page 41~47).

Matters for Approval

1. To approve 2020 Annual Business Report and Financial Statements. (Proposed by the Board of Directors)

Descriptions:

(1) It was conducted according to Article 228 of the Company Act.
(2) The 2020 Annual Business Report, Individual Financial Statements and Consolidated Financial Statements have been approved by the 24[th] meeting of the 23[rd] term Board of Directors. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Ya-Ling Wong and Chih-Ming Shao of Deloitte & Touche.
(3) The above Annual Business Report and Financial Statements were audited by the Auditor Committee. Please refer to page 6~29.
(4) Please review and ratify.

Resolution:

2. The proposal for distribution of 2020 profits (Proposed by the Board of Directors)

Descriptions:

(1) The proposal of distribution of 2020 profits is conducted in accordance with Article 228 of the Company Act and Article 26 of the amended Articles of Incorporation of the Company.
(2) The 2020 unappropriated retained earnings for the previous years are NT$16,502,752,239. After adding 2020 net profits of NT$25,099,308,655, remeasurement of defined benefit plan recognized in retained earnings of NT$95,736,396, disposals of investments in equity instruments at fair value through other comprehensive income of NT$101,298,464, and reversal of special reserve at the first-time adoption of IFRSs of NT$9,202,234, and setting aside legal reserve of NT$2,530,554,575, the total earnings available for distribution amounts is NT$ 39,277,743,413. It is proposed that the Company distribute NT$350,000,000 as dividends for preferred shares and cash dividends at NT$3.5 per share for common stock which amounts to NT$20,594,434,165. After distribution of the dividends, the 2020 unappropriated retained earnings are NT$18,333,309,248.
(3) It is proposed that the Board of Directors be authorized with full power and authority to adjust distribution percentage if the number of outstanding shares is affected by overseas unsecured convertible bonds converted to ordinary shares and the Company’s transfer or cancellation of treasury stocks.
(4) It is proposed that upon the approval of the Annual Shareholders’ Meeting, the Chairman of the Board be authorized to determine the ex-dividend date and distribute the dividends to each share based on the number of shareholding on the record date for dividends, and the cash dividends to each and every shareholder be paid with rounding down to the integer of New Taiwan Dollar. Fractional dividend less than NT$1 shall be combined into other income of the Company.
(5) For the Company’s earnings distribution table of year 2020, please refer to Annex 2 (page 48).

(6) This proposal has been adopted by the 24th meeting of the 23rd term Board of Directors and submitted to the Audit Committee for approval.
(7) Please review and ratify.

Resolution:

Matters for Election

24th term Board of Directors election of 15 seats (including 5 seats of Independent Directors). (Proposed by the Board of Directors)

Descriptions:

The three-year term of all directors of the 23[nd] Board will be end on June 21, 2021. According to Article 199-1 of the Company Act, and for 2021 Annual Shareholders’ Meeting held and election of 24[rd] term directors, all directors of the 23[nd] Board will be dismissed on the date that the Shareholders’ Meeting dated of June 11, 2021 elects new directors.
According to Article 14 and 15 of the effective Company’s Articles of Incorporation, the Company shall have fifteen (15) directors, including five (5) independent directors. All Directors shall have a term of three (3) years and be eligible for re-election upon expiry of such term.
The fifteen (15) directors elected by this Annual Shareholders’ Meeting on June 11, 2021 will have assumed office for a term beginning from June 11, 2021 to June 10, 2024.
Reasons for the candidate being nominated again for the independent director who has already served for three consecutive terms
(1) Mr. Yu-Cheng, Chiao has extensive practical experience in the industry. During his term as an independent director of the company, he provided appropriate advice and guidance on the company's operations, financial and business analysis, and it is expected that he can continue to supervise the operation of the company.
(2) Mr. Victor Wang has many years of experience as an accountant. He serves as the convener of the functional committee and carefully evaluates various proposals such as remuneration, risk management, auditing and finance as well as the company's internal control. The company's transformation and international development need to rely on his professionalism.
Please refer to the Annex 3 for the list of director candidates of 24[rd] term Board. (Page 49~63 ).

The proposal has been approved by the 24th meeting of the 23rd term Board of Directors.
Please vote.

Voting Result:

Matters for Discussion

1. To approve the amendments on part of “Rules of Procedures for the Acquisition and Disposal of Assets”. (Proposed by the Board of Directors)

Descriptions:

(1) In accordance with the company development and the relevant regulations amendments, amendments need to be made on part of Procedures for the Acquisition and Disposal of Assets.
(2) The proposal has been approved in the 21[st] meeting of the 24[rd] term of Board of Directors. Amendments can be viewed on Annex 4 (page 64~69).
(3) Please discuss and resolve.

Resolution:

2. To approve the amendments on part of Rules of Procedure for Annual Shareholders’ Meeting. (Proposed by the Board of Directors)

Descriptions:

(1) Provide corporate governance and safeguard shareholder rights, based on the official letter from competent authorities Taiwan Stock Exchange dated 28[th] January, 2021 (Tai-Zheng-Shang-Li No. 1100001446), amendments need to be made on part of Rules of Procedure for Annual Shareholders’ Meeting.
(2) The proposal has been approved in the 23[rd] meeting of the 24[rd] term of Board of Directors. Amendments are attached hereto as Annex 5 (page 70~72).
(3) Please discuss and resolve.

Resolution:

3. Proposal to release the newly-elected Directors from non-competition restrictions.

Descriptions:

(1) According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) Since one or more of director(s) of the Company may engage in the investment in or operation of another company whose scope of business is the same or similar to that of the Company and may serve(s) as a director of that company, we hereby request the meeting of shareholders to approve that in case of the above mentioned situation, the non-competition restriction imposed on the directors and the entity they represent (including the legal representative of the entity if the entity is elected as the Director) be removed in accordance with above mentioned Article 209 of the Company Act.
(3) The proposal has been approved by the 23[nd] meeting of the 23[nd] term Board of Directors. Please refer to the Annex 6 for the list of releasing Director Candidates from Non-Competition Restriction. (Page 73)
(4) Please discuss and resolve.

Resolution:

Extemporary Matters

Meeting Adjourned

Annex1.: The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles

TAIWAN CEMENT CORPORATION

The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles

	Article after Amendment		Article before Amendment	Reason for Amendment
	Article 8 (Prohibition of Offering and Accepting Bribes) When conducting business, the Company and the Company's directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders,including through the political party , the organizations which are involved in political activities individuals directly or indirectly provided donations, or bribery in disguise in the form of sponsorship.		Article 8 (Prohibition of Offering and Accepting Bribes) When conducting business, the Company and the Company's directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.	The scope of the company's prohibition of bribery and bribery shall be added, which should include direct or indirect political donations, charitable donations and sponsorships in disguise.
	Article 15 In order to implement the		(None)	The company’s operatingstandards

company’s environmental protection and circular economy philosophy and commitments, the company and its directors, managers, employees, mandataries, and substantial controllers shall abide by relevant environmental protection laws and policies, in all operating activities, the company shall attach importance to the efficiency of the use of various resources, and are committed to controlling air pollution, hazardous waste, water and soil pollution, energy use, and noise generated during the design and manufacturing process. The company shall be committed to providing a safe and healthy working environment. The directors, managers, employees, assignees and substantive controllers of the company shall be committed to providing a safe and healthy working environment, and complying with relevant		have added environmental, health and safety requirements to ensure that the company is committed to the practice of these matters.

	domestic regulations regarding work safety and physical and mental health in accordance with international laws, company policies and regulations; and shall participate in physical and mental health promotion activities, and receive safety and health training based on the relevant legal requirement.
	Article 16 (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	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	Adjust the order of articles

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.	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.
Article 17 (Compliance with Laws and Regulations when Conducting Business) The Company and the Company's directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conductingbusiness.	Article 16 (Compliance with Laws and Regulations when Conducting Business) The Company and the Company's directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conductingbusiness.	Adjust the order of Articles
Article 18 (Avoidance of Interest) The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attendingor	Article 17 (Avoidance of Interest) The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attendingor	Adjust the order of Articles

present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company. When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in	present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company. When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in

	improper dealings. The Companies' directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.	improper dealings. The Companies' directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
	Article 19 (Prohibition of Discriminatory Behaviors) The Company and the Company's directors, managers, employees, mandataries, and substantial controllers shall not discriminate in recruitment or in the workplace on grounds of race, color, age, gender, sexual orientation, race, disability, pregnancy, beliefs, political affiliation, community members or marital status.	Article 18 (Prohibition of Discriminatory Behaviors) The Company and the Company's directors, managers, employees, mandataries, and substantial controllers shall not discriminate in recruitment or in the workplace on grounds of race, color, age, gender, sexual orientation, race, disability, pregnancy, beliefs, political affiliation, community members or marital status.	Adjust the order of Articles
	~~Article 20~~ ~~(Prohibition of Engaging in~~ ~~Unfair Competition)~~ ~~The Company shall engage in~~ ~~business activities in~~	Article 20 (Prohibition of Engaging in Unfair Competition) The Company shall engage in business activities in	Delete for the content overlaps with the Article 13 (Prohibition of Engagement in

	~~accordance with applicable~~ ~~competition laws and~~ ~~regulations, and may not make~~ ~~concerted price increase, make~~ ~~rigged bids, establish output~~ ~~restrictions or quotas, or share~~ ~~or divide markets by~~ ~~allocating customers,~~ ~~suppliers, territories, or lines~~ ~~of commerce.~~	accordance with applicable competition laws and regulations, and may not make concerted price increase, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.	Unfair Competition).
	Article20 (Prohibition of Insider Trading)~ Article 28(Implementation)	Article21 (Prohibition of Insider Trading)~ Article 29(Implementation)	The original Article 20 was deleted, and the following article numbers moved forward.

Annex 2: Earnings Distribution Proposal

Taiwan Cement Corporation Earnings Distribution Table for 2020

Taiwan Cement Corporation Earnings Distribution Table for 2020
	Unit: NTD
Unappropriated retained earnings for previous year	16,502,752,239
Plus: net profit for 2020	25,099,308,655
remeasurement of defined benefit plan recognized in retained earnings	95,736,396
disposals of investments in equity instruments at fair value through other comprehensive income	101,298,464
reversal of special reserve at the first-time adoption of IFRSs	9,202,234
Adjusted unappropriated retained earnings after net profit plus other items calculated into	25,305,545,749
Less: 10% legal reserve	(2,530,554,575)
Earnings available for distribution for 2020	39,277,743,413
Less: Distribution Items
Dividends for preferred shares (NT$1.75 per share)	(350,000,000)
Cash dividends for common shares (approx. NT$3.5 per share)	(20,594,434,165)
Unappropriated Retained Earnings	18,333,309,248

Note 1: The dividends shall be distributed based on the number of issued shares deducted by the number of shares having no shareholders' right pursuant to the Company Act.
Note 2: In the event the number of outstanding shares will be affected due to overseas unsecured convertible bonds converted to ordinary shares and the transfer or cancellation of treasury shares, the Board is authorized with full power and authority to adjust the distribution percentage, if necessary.
Note 3: The calculation of each shareholder's amount of cash dividends shall be rounded down to and integer of New Taiwan Dollar.
Note 4: According to the letter issued by the Ministry of Finance dated April 30, 1998 (Ref. No. Tai-Cai-Shui-Zi-871941343), distribution of profits shall be identified specifically; the profits for the most recent year shall be distributed with priority.
Note 5: The Company has 200,000,000 shares of preferred shares issued and outstanding as of December 13, 2018. The aggregate cash dividends to be distributed for the preferred shares are NT$350,000,000 calculated based on the issue price of NT$50 with a yield of 3.50% per annum.

Chairman: Chang, An-Ping President: Li Chung-Pei Accounting Supervisor: Yeh, Kuo-Hung

Annex 3 ： List of director and independent director candidates and the related information

List of director candidates

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
Chia Hsin R.M.C Corp.	Chang, An- Ping	M.B.A., School of Business Administration, New York University	Chairman, International CSRC Investment Holdings Co., Ltd. Chairman, Taiwan Prosperity Chemical Corp. Chairman, Taiwan Prosperity Chemical Corp. Chairman, Chia Hsin Cement Corp.	Chairman,Ho-Ping Power Company Chairman,TCC Energy Storage Technology Corporation Chairman,TCC Sustainable Energy Investment Corporation Chairman,TCC (Hangzhou) Environmental Protection Technology Co.,Ltd. Chairman,E-One Moli Energy Corporation Chairman,TCC Recycle Energy Technology Company Chairman,TCC Chemical Corporation Chairman, Molie Quantum Energy Corp.	Shares of Company`：` 3,032,923 shares Shares of Representative`：` 2,188,553 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Director,TCC Information Systems Corporation Director,Hoping Industrial Port Corporation Director,Taiwan Transport & Storage Corp. Director,Ta-Ho Maritime Corporation Chairman,THC International S.A Director,Ta-Ho Maritime (Singapore) Pte.Ltd. Director,Chai Hsin R.M.C Corporation Director,CTCI Corporation Chairman,TCC International Holdings Limited Director,Cimpor Global Holdings B.V. Director,Taiwan Stock Exchange Corporation Independent

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Director,Synnex Technology International Corporation Excutive Director,O-Bank Co., Ltd Chairman,Dr. Cecilia Koo Botanic Conservation Center
C. F. Koo Foundation	Li, Jong-Peir	PhD in Information Management, National Chengchi University MS in Information Technology from Johns Hopkins University Master of Business Administration, George Washington	CEO & President, HSBC Taiwan HBTW Board Member Managing Director, Head of Global Banking and Markets, HSBC Taiwan Managing Director, Head of Global Markets, HSBC Taiwan	Chairman, TCC Information Systems Corporation Director and President,Ho- Ping Power Company Director and President, Molie Quantum Energy Corp.Director, TCC Chemical Corporation Director, Taiwan Prosperity Chemical Corporation Director,TCC Chemical Corporation Director,Taiwan Transport & Storage Corp. Director and President, TCC Sustainable Energy	Shares of Company： 3,168,803 shares Shares of Representative： 786,542 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
		University		Investment Corporation Director and President, TCC Energy Storage Technology Corporation Director, Ta-Ho Maritime Corporation Director, E-One Moli Energy Corporation Director,TCC New (Hangzhou) Management Company Limited Director, TCC International Holdings Ltd. Director,Taiwan Cement (Dutch) Holdings B.V. Director,Cimpor Global Holdings B.V. Independent Director, TransGlobe Life Insurance Inc , TransGlobe Life Insurance Inc Director, Dr. Cecilia Koo Botanic Conservation Center

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
Chia Hsin Cement Corp.	Chang Kang- Lung, Jason	MS, Management Studies, Massachusetts Institute of Technology	President, Chia Hsin Cement Corp.	Chairman, Chia Hsin Cement Corp. Chairman, Chia Hsin International Corp. Chairman, YJ Int'l Corp. Director, Chia Hsin Property Management and Development Corp.	Shares of Company： 217,859,456 shares Sharesof Representative： 0 shares
International CSRC Investment Holdings Co., Ltd.	Lo, C.M. Kenneth	M.A. in Finance, The University of Alabama	President, CTBC Bank Co., Ltd.	Director,O-Bank Co., Ltd	Shares of Company： 103,548,831 shares Shares of Representative： 0 shares
Fu Pin Investment Co., Ltd.	Wang, Por- Yuan	Ph.D., Carnegie Mellon University Bachelor Degree, National Taiwan University	Chairman, Pacific Venture Partners Chairman, Sercomm Corporation	Chairman, Sercomm Corporation Chairman, Pacific Venture Partners Director, Prosperity Dielectrics Co., Ltd Independent Director, UPC Technology Corporation Chairman,K.T.Li Foundation for Development of Science and Technology	Shares of Company： 77,482,477 shares Shares of Representative： 0 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Vice Chairman, Fair Winds Foundation
Tai Ho Farming Co., Ltd.	Koo, Kung- Yi	MBA, The Wharton School of University of Pennsylvania	Vice President, Morgan Stanley Investment Banking Department Vice Chairman,Taiwan Cement Corp.	Director and AVP,Taiwan Cement Corp. Chairman, International CSRC Investment Holdings Co., Ltd. Chairman, Taiwan Prosperity Chemical Corporation Chairman, Linyuan Advanced Materials Technology Co., Ltd. Chairman, Circular Commitment Company Chairman,Yun Cheng Investment Corporation Chairman,CS Development & Investment Co. Chairman,Consolidated Resource Company Chairman,Taiwan Transport & Storage Corp. Chairman, TJ Transport Corporation	Shares of Company： 6,043,126 shares Shares of Representative： 561,815 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Director,E-one Moli Energy Corp. Director,TCC Recycle Energy Technology Company Director,TCC Chemical Corporation Director,Ho-Ping Power Company Chairman,Ho-Ping Renewable Energy Company Director,CSRC (BVI) LTD. Director,CSRC (SINGAPORE) PTE LTD. Director,SYPAC LTD. Director, China Steel Chemical Corporation
Chia Hsin Cement Corp.	Chen, Chi-Te	MBA, University of California Santa Clara, USA	Chairman, Chien Kuo Construction Co., Ltd	Vice Chairman, Chien Kuo Construction Co., Ltd Director, Chia Hsin Cement Corp. Director, Chia Hsin Property Management and	Shares of Company： 217,859,456 shares Shares of Representative： 67,663 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Development Corp. Chairman,Jui Huei Trading Co., Ltd. Chairman (corporate representative), Rock Publishing Internationa Director, Silver Shadow Holdings Co., Ltd.; Chairman,Golden Canyon Venture Capital Investment Co., Ltd. Director, Chien Kuo Asia Co., Ltd. Director, Silver Shadow Holdings Co., Ltd. Director, Golden Canyon Co., Ltd. Director, Chien Kuo Asia Co., Ltd. Chairman (corporate representative), Chien Kuo Building Co., Ltd Chairman, Chien Huei Cultural & Educational Foundation; Chairman, Chien Kuo

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Foundation for Arts and Culture
Fu Pin Investment Co., Ltd.	Hsieh, Chi- Chia	Ph.D. in Electrical Engineering, University of California Santa Clara, USA Department of Electrical Engineering, National Taiwan University	Chairman, Microelectronics Technology Inc.	Chairman,Jupiter Network Corporation Director,Jupiter Technology (Wuxi) Co., Ltd. Chairman,Welltop Technology Co., Ltd. Chairman, IQE Taiwan Corporation Director, Microelectronics Technology Inc. Director,Sasson International Holdings Inc. Director, TCM Limited Chairman, Taicom Capital Limited Director,Bright LED Electronics Corp. Director,Kobrite Taiwan Corporation Director,Bright Crystal Company Limited Director, Advanced Wireless Semiconductor	Shares of Company： 77,482,477 shares Shares of Representative： 494,397 shares

Company Name	Presentative	Education	Past Positions	Current Positions	Number of shares held
				Company Director,KoBrite Corp. Director, Bright Crystal Company Limited Director, KOPIN CORP. Independent Director, AcBel Polytech Inc Independent Director, Innolux Corporation
Heng Qiang Investment Co., Ltd.	Wen, Chien	MBA, The Wharton School of University of Pennsylvania	CFO, Winbond Electronics Corp. Supervisor, Winbond Electronics Corp. General Manager, Cathay Securities Investment Trust	Director, International CSRC Investment Holdings Co., Ltd. Director, Chinatrust Investment Co., Ltd. Supervisor, Ta-Ho Maritime Corporation	Shares of Company： 102,240,983 shares Shares of Representative： 0 shares
Heng Qiang Investment Co., Ltd.	Tsai, Chih- Chung,	MBA, Bernard M.Baruch College, CUNY	Senior Consultant, Taipei Branch, Natixis Director, Barclays Capital Securities (Taiwan) Co., Ltd. CFO,Taipei Branch, Barclays Bank	President, Chinatrust Investment Co., Ltd.	Shares of Company： 102,240,983 shares Shares of Representative： 0 shares

List of Independent Director Candidates

Name	Education	Past Positions	Current Positions	Number of shares held
*Chiao ,Yu- Cheng	MS, Electronic Engineering, University of Washington, USA; BS, Communication Engineering Department, National Chiao Tung University, Taiwan	Chairman, Golden Tower Investment Limited Chairman, Nuvoton Technology Corp. Chairman/CEO, Winbond Electronics Corp. Chairman, Walsin Lihwa Corporation President, Taiwan Electrical and Electronic Manufacturer’s Association Chairman, A Vishay Intertechnology Inc. Company	Chairman, Winbond Electronics Corp. Director, Walsin Lihwa Corporation Director, Walsin Technology Corporation Director, Jin Cheng Construction Co., Ltd. Director, Walsin Lihwa Holdings Limited Director, Concord Industries Ltd. Director, Walsin Specialty Steel Ltd. Director, United Industrial Gases Co., Ltd. Director, Song Yung Investment Co., Ltd. Independent Director,Synnex Technology International Corporation Director, Baystar Holdings	0 shares

Name	Education	Past Positions	Current Positions	Number of shares held
			Ltd. Director,Marketplace Management Limited Director,Newfound Asian Corporation Director,Peaceful River Corporation Director,Pigeon Creek Holding Co., Ltd. Director,Winbond Electronics Corporation America Director,Winbond Int’l Corporation Director,Landmark Group Holdings Ltd. Director,Nuvoton Investment Holding Ltd.
*Wang,Victor	EMBA, National Taiwan University, Taiwan BA in Accounting, Soochow University,Taiwan	Chief Operations Officer & Vice Chairman of Auditing Service Division, Deloitte Taiwan	Director, Chilisin Electronics Corporation Director, Yageo Corporation Director, YFY Investment Holding Co., Ltd. Independent Director, Fulin Plastic Industry (Cayman) Holding Co., Ltd. Independent Director, Taiwan	0 shares

Name	Education	Past Positions	Current Positions	Number of shares held
			Navigation Co., Ltd. Independent Director, DACIN Construction Co., Ltd. Supervisor, DIVA Laboratories. Ltd.
Chou,Ling- Tai Lynette	PhD of Accounting, University of Houston Master of Accounting, University of Houston;	Chief of Student Affairs, National Cheng Chi University Deputy Dean, Business School, National Cheng Chi University Dean, Department of Accounting; Managing Supervisor, Taiwan Public Television Services Independent Director, F- MStar Co., Ltd	Chief Telecom Inc. Professor of Accounting, National Chengchi University Independent Director, Chief Telecom Co., Ltd. Tenure Professor, Department of Accounting, National Cheng Chi University	1 shares
Lin,Mei-Hwa	Doctor of Accounting, Drexel University, USA	Professor and Head of Department of Accounting, National Chengchi University Director of International Affairs Office and International Business Management Master's	Independent Director, Shin Kong Financial Holding Co., Ltd.	0 shares

Name	Education	Past Positions	Current Positions	Number of shares held
		Program (IMBA), National Chengchi University Business School Assistant Professor ,University of Massachusetts—Boston Assistant Professor, Temple University, U.S.
LIN,Shiou- Ling	National Taiwan University Law Department	Senior Consultant,Lee and Li Attorneys-at-Law Director, Cathay Financial Holding Co., Ltd. Executive Director, Tong Lung Metal Industry Co., Ltd. Director,Taiwan M&A and Private Equity Council Supervisor, Accton Technology Corporation co-founderand Director,KHL Financial Advisor Co., Ltd.	Chairman,Ba Ku Capital Co., Ltd. Chairman,KHL Venture Capital Co., Ltd. Chairman,KHL one B Venture Capital Co., Ltd. Director,KHL II Venture Capital Co., Ltd. Chairman,KHL IV Venture Capital Co. ,Ltd. Director,KHL V Venture Capital Co., Ltd. Director,KHL Financial Advisor Co., Ltd. Director,KHL Investment I Ltd. (BVI) Director,Scope Star International Limited (BVI)	`0` `shares`

Name	Education	Past Positions	Current Positions	Number of shares held
			Director,Gloss Victory International Limited (BVI) Independent Director,Accton Technology Corporation Independent Director,Cathay Real Estate Co., Ltd. DistinguishedConsultant, Lee and Li, Attorneys-at-Law

*Reasons for the candidate being nominated again for the independent director who has already served for three consecutive terms (1)Mr. Yu-Cheng, Chiao has extensive practical experience in the industry. During his term as an independent director of the company, he provided appropriate advice and guidance on the company's operations, financial and business analysis, and it is expected that he can continue to supervise the operation of the company.

(2)Mr. Victor Wang has many years of experience as an accountant. He serves as the convener of the functional committee and carefully evaluates various proposals such as remuneration, risk management, auditing and finance as well as the company's internal control. The company's transformation and international development need to rely on his professionalism.

Annex 4: The Comparison Table of the Amended Provisions of the Procedures for the Acquisition and Disposal of Assets

TAIWAN CEMENT CORPORATION

The Comparison Table of the Amended Provisions of the Procedures for the Acquisition and Disposal of Assets

Article after Amendment	Article before Amendment	Reason for Amendment
Article 4 Assessment and Operation Procedures for the Acquisition and Disposal of Assets 1~5 (Omitted) 6. Related Party Transactions: A~D (Omitted) E. Where one of the following circumstances exists, the acquisition shall be conducted in accordance with the Subparagraphs A to C above, and the preceding subparagraph do not apply: a. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. b. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. c. The real property is acquired through signing	Article 4 Assessment and Operation Procedures for the Acquisition and Disposal of Assets 1~5 (Omitted) 6. Related Party Transactions: A~D (Omitted) E. Where one of the following circumstances exists, the acquisition shall be conducted in accordance with the Subparagraphs A to C above, and the preceding subparagraph do not apply: a. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. b. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. c. The real property is acquired through signing	Pursuant to the FSC letter (Jin- Guan-Zheng-Fa- Zi 1070341072), amend the words.
6.	6.

	of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. d. The company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital acquire the real property or right-of- use assets thereof for business uses.	of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
Article 5 Procedures for Public Announcement and Filing 1.Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: A~C (Omitted) D. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and		Article 5 Procedures for Public Announcement and Filing 1.Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: A~C (Omitted) D. Where an asset transaction other than any of those referred to in the preceding three subparagraphs,or an	1. Pursuant to the FSC letter (Jin-Guan- Zheng-Fa-Zi 1070341072), amend the words. 2. Move original Subparagraph 4 of Paragraph 1 to Subparagraph 7. 3. Move original Item 4 of Subparagraph 4 of Paragraph 1 to Subparagraph 4, amend the relevant

investment in the
mainland China area,
reaches 20 percent or
more of paid-in capital
or NT$300 million;
provided, this shall not
apply to the following
circumstances:
a. Trading of domestic
government bonds.
b. Where done by
professional investors—
securities trading on
securities exchanges or
OTC markets in or
outside Taiwan, or
subscription by a
securities firm of
securities that are
offered and issued in the
primary market in
accordance with the
rules of the Taipei
Exchange.
c. Trading of bonds
under repurchase and
resale agreements, or
subscription or
redemption of money
market funds issued by
domestic securities
investment trust
enterprises.
d. Where the assets, the
type of which is
equipment or right-of-
use assets thereof for
business use, are
acquired or disposed of,
and furthermore the words.
4. Move original
Item 5 of
Subparagraph
4 of
Paragraph 1
to
Subparagraph
6, amend the
relevant
words.

transaction counterparty
is not a related party, and
the transaction amount is
less than NT$500
million.
e. Where land is
acquired under an
arrangement on
engaging others to build
on the Company's own
land, engaging others to
build on rented land,
joint construction and
allocation of housing
units, joint construction
and allocation of
ownership percentages,
or joint construction and
separate sale, and
furthermore the
transaction counterparty
is not a related party, and
the amount the
Company expects to
invest in the transaction
is less than NT$500
million.
1. The amount of transactions
above shall be calculated
as follows:
A~B (Omitted)
C. The cumulative
transaction amount of
acquisitions and disposals
(cumulative acquisitions
and disposals,
respectively) of real
property within the same
development project
within the preceding year.

debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. c. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 1. The amount of transactions above shall be calculated as follows: A~B (Omitted) C. The cumulative transaction amount of acquisitions and disposals	D (Omitted) "Within the preceding year" as used in the preceding subparagraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.

(cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year D (Omitted) "Within the preceding year" as used in the preceding subparagraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.

Annex 5: The Comparison Table of the Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

TAIWAN CEMENT CORPORATION

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

Meeting

	Article after Amendment	Article before Amendment	Reason for Amendment
	8.When the time of the meeting arrives, the chairman announces to start the meeting. and disclose the information about the number of the shareholders with no voting rights and the number of shares in attendance. 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 represent more than one-third of the total number of issued shares are present, it may be deemed to be false resolution in accordance with the sub- paragraph 1 of Article 175 of the Company Act.	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 represent more than one-third of the total number of issued shares are present, it may be deemed to be false resolution in accordance with the sub- paragraph 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,	To improve the governance and the rights and interests of shareholders, revise the content.

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.

the chairman may re-submit the created false resolution to the meeting to be voted on according to Article 174 of the Company Act.

Resolutions adopted at a 19. Resolutions adopted at a shareholders' meeting shall be shareholders' meeting shall be recorded in the minutes of the recorded in the minutes of the meeting, which shall be meeting, which shall be affixed with the signature or affixed with the signature or seal of the chairman of the seal of the chairman of the meeting and shall be meeting and shall be distributed to all shareholders distributed to all shareholders of the company within twenty of the company within twenty (20) days after the close of the (20) days after the close of the meeting. The recording and meeting. The recording and distribution of the minutes distribution of the minutes To improve the thereof can be done in thereof can be done in governance and electricity. electricity. the rights and The Company is allowed to The Company is allowed to interests of insert the aforementioned insert the aforementioned shareholders, minutes to the Market minutes to the Market revise the content. Observation System for Observation System for publication as a substitution publication as a substitution for distribution under the for distribution under the preceding paragraph. preceding paragraph. The date, place of the The date, place of the meeting, name of Chairman, meeting, name of Chairman, ways of resolution, ways of resolution, discussion, and the abstract of discussion, and the abstract of motions and resolution motions and resolution (including the numbers of (including the numbers of votes) shall be recorded votes) shall be recorded

properly in the minutes. When the motions involve the election of a director,it shall be held in accordance with the applicable election and appointment rules adopted by the company, and the voting results shall be announced on-site immediately, including the names of those elected directors and the numbers of votes with which they were elected, and the names of those who were not elected as directors and the numbers of votes with which they were not elected. As long as the Company exists, the minutes shall be kept eternally.		properly in the minutes. When the motions involve the election of a director, the Companyshall disclose the votes of each candidate.As the Company exist, the minutes shall be kept eternally.

Annex 6: List of Releasing Director Candidates from Non-Competition Restriction

Current Positions within the Scope of the Director Company’s Business Chia Hsin R.M.C Corp. Director, CTCI Corp. Representative: Chang, An Ping Chairman, Chia Hsin Cement Corp. Chia Hsin Cement Corp. Chairman, Chia Hsin International Corp. Representative: Chang Kang Director, Chia Hsin Property Management and Lung, Jason Development Corp. Director, Chia Hsin Cement Corp. Vice Chairman, Chien Kuo Construction Co., Chia Hsin Cement Corp. Ltd. Representative: Chen Chi-Te Director, Chia Hsin Property Management and Development Corp.

Appendix 1. Articles of Incorporation for Taiwan Cement Corporation

[English Translation, for reference only]

Taiwan Cement Corporation

Articles of Incorporation

Amended on June 12, 2019

By the Annual General Meeting of Shareholders

Section I--General Provisions

Article 1 The Company shall be incorporated under the provisions for company limited by shares of the Company Act of the Republic of China (the "Company Act") and the relevant regulations, and its name shall be Taiwan Cement Corporation (the "Company") and its English name shall be Taiwan Cement Corporation.
Article 2 The scope of business of the Company shall be as follows:
(1) C901030: Cement Manufacturing
(2) C901040: Concrete Mixing Manufacturing
(3) C901050: Cement and Concrete Mixing Manufacturing
(4) C901990: Other Non-metallic Mineral Products Manufacturing
(5) B601010: On-land Clay and Stone Quarrying
(6) F111090: Wholesale of Building Materials
(7) F211010: Retail Sale of Building Materials
(8) J101040: Waste Disposing
(9) F401010: International Trade
(10) G801010: Warehousing and Storage
(11) C601030: Paper Containers Manufacturing
(12) H701010: Residence and Buildings Lease Construction and Development
(13) H701020: Industrial Factory Buildings Lease Construction and Development
(14) H703100: Real Estate Rental and Leasing
(15) ZZ99999: All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 All matters regarding the reinvestment of the Company shall be decided by resolutions passed by the Board of Directors. The total amount of reinvestment of the Company may exceed forty percent (40%) of its paid-in capital.

Article 4 The Company shall have its head office in Taipei City, the Republic

of China (Taiwan).

The Company's manufacturing and distribution centers shall be set up at locations around Taiwan; branch offices may be established within or outside the territory of the Republic of China at proper locations when necessary.

The establishment, change and abolition of such centers or branch offices shall be determined by resolutions passed by the Board of Directors.

Section II--Capital Stock

Article 5 The Corporation's total capital is established at NT$70 billion, which has been divided into 7 billion shares. Each share is NT$10, and shares are issued in installments; part of the shares may be preferred shares.

The Corporation may issue employee stock options to the employees of the Corporation or its domestic or foreign subsidiaries. 60 million shares out of the aforementioned total share capital shall be reserved for the issuance of employee stock options, which may be issued in installments by the resolutions of the board of directors. The board of directors is authorized to buy back the employee stock options of the Corporation in accordance with law when it is legally permitted to do so.

Article 5-1 The rights and obligations and other important issuance terms of preferred shares of the Corporation are as follows:
The dividend for preferred shares shall be capped at 8% per annum, calculated by the issue price per share, and the dividend may be distributed in cash once every year. After the financial statements and the profit distribution proposal are approved by the general shareholders’ meeting, the board shall determine a record date to pay the distributable dividends of the previous year. The distribution amount of dividends in the year of issuance and redemption shall be calculated by the actual number of issue days the preferred shares remained outstanding in that year. The issue date shall be defined as the record date for the capital increase via issuance of the preferred shares.
The Corporation has sole discretion over the dividend distribution of preferred shares. The Corporation may decide not to distribute dividends of preferred shares, as resolved in the shareholders’ meeting. If there are no earnings in the annual accounts or if the shareholders’ meeting resolves not to distribute dividends, the undistributed dividends shall not be cumulative and shall not be

paid in arrears in a future year when there are earnings.

Except for the dividends prescribed in Subparagraph 2 of this Article, preferred shareholders may not participate in the distribution of cash or stock dividends with regard to the common shares derived from earnings or capital reserves.
Preferred shareholders are entitled to distribution priority on the residual property of the Corporation compared with common shareholders and shall rank pari passu with holders of other preferred shares issued by the Corporation, and the preferential right of the preferred shareholders shall be only inferior to general creditors; the amount of such distribution shall not exceed the amount of the issued and outstanding preferred shares at the time of such distribution calculated by the issue price.
Preferred shareholders have no voting right at the shareholders’ meeting but may be elected as directors and have the right to vote in preferred shareholders’ meetings or shareholders’ meetings that involve the rights and obligations of preferred shareholders.
Preferred shares are not convertible to common shares.
Preferred shares have no maturity date, and preferred shareholders shall not request the Corporation to redeem preferred shares held thereby. Notwithstanding the foregoing, the Corporation may redeem all or part of the preferred shares at any time on the next day after five years of issuance at the original issue price. The rights and obligations set forth in the in the foregoing paragraphs will remain unchanged to the unredeemed preferred shares. If the Corporation decides to distribute dividends in a year, the amount of dividends that shall be distributed until the redemption date shall be calculated based on the actual days in the redemption year up to the redemption date.
The capital reserve received from the issuance of preferred shares in excess of par value shall not be capitalized during the issue period of the preferred shares. The board is authorized to determine the name, issuance date and specific issuance terms upon actual issuance after considering the situation of capital market and the willingness of investors in accordance with the Articles and related laws and regulations.
Article 5-2 If the exercise price in relation to the employee stock options issued by the Corporation is lower than the closing price of the common shares of the Corporation as of the issue date, 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 Corporation wishes to transfer an employee stock option 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 5-3 Treasury stock purchased by the Company can be transferred to the employees of parents or subsidiaries of the Company or controlled by the Company.
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 The share certificate of the Company shall be affixed with the signatures or personal seals of the director representing the company and issued upon certification by the bank authorized by authority to handle the registration of issuance of stock certificates.
Article 7 The Company may issue shares without printing share certificates; but such shares shall be registered at a Centralized Securities Depository Enterprise.The Company's stock certificates shall be in registered form. The shareholders shall notify the Company's shareholder service agent of their names and residential addresses to be recorded in the shareholder roster. The shareholders shall also provide such shareholder service agent with their specimens of signatures or seals.
Article 8 Registration for transfer of shares shall be suspended for sixty (60) days immediately before the day of an Annual General Meeting of shareholders, for thirty (30) days immediately before the day of any Special General Meeting of shareholders, and for five (5) days before the day on which dividends or any other benefit is scheduled to be paid by the Company.
Article 9 All matters related to the Company's shares shall be handled in accordance with the relevant regulations of the competent authority.
Section III--Shareholders' Meeting
Article 10 The Corporation's Shareholders’ meeting shall be divided into two kinds: Annual General meeting of shareholders and Extraordinary General meeting of shareholders. Annual General meeting of shareholders will be held once every year within six months after close of each fiscal year, while the Extraordinary General meeting of shareholders will be held when necessary.

Unless otherwise provided for in the Company Act, the Shareholders’ Meetings in the preceding paragraph shall be convened by the board of directors.

Meeting of the preferred shareholders can be convened in accordance with applicable laws and regulations when necessary.
Article 11 The meeting of shareholders shall be presided over by the Chairperson of the Board of Directors. In the event of the Chairperson's absence, the Vice Chairperson shall act on the Chairperson's behalf. If the Chairperson and the Vice Chairperson are both absent, the Chairperson shall designate one of the Directors to act on the Chairperson's behalf. In the absence of such a designation, the Directors shall elect one Director from among themselves as the chair of the meeting.
Article 12 Unless otherwise stipulated by the Company Act, a shareholder shall be entitled to one (1) vote per share.
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. Except for trust enterprises or shareholder service agencies approved by the competent authority, when a person who acts as the proxy for 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.
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 13 Unless otherwise provided by the Company Act, a resolution of the shareholders' meeting shall be adopted by a majority of the shareholders attending such meeting, and the shareholders attending such meeting shall represent the majority of the total number of the issued shares.

Section IV--Directors and Audit Committee

Article 14 The Company shall have fifteen (15) to nineteen (19) Directors

(including Independent Directors), elected by a shareholders' meeting from a list of director candidates through the candidate nomination system.

There shall be at least three (3) Independent Directors, who shall represent more than one-fifth (1/5) of the Board of Directors.

Independent Directors shall be elected by a shareholders' meeting from a list of independent director candidates. The relevant professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election, and other matters of compliance with respect to Independent Directors shall be governed by the relevant laws and regulations.

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.

The guidelines for electing all Directors shall be established by a shareholders' meeting.

Article 12 herein applies to the restrictions on the shareholders' voting power.

Article 14-1 The Company shall form an Audit Committee and may form committees of other functions.
The Audit Committee shall be composed solely of all Independent Directors. There shall be at least three (3) Audit Committee members, with one (1) of them serving as the convener and at least one (1) of them having expertise in accounting or finance.
The Audit Committee shall be responsible for performing the Supervisors' duties as stipulated in the Company Act, Securities and Exchange Act and other relevant laws and regulations as well as complying with applicable laws, regulations and rules and regulations of the Company.
Article 15 All Directors shall have a term of three (3) years and be eligible for re-election upon expiry of such term.
Article 16 The Directors shall elect one Director among themselves to serve as the Chairperson of the Board and may elect another among themselves to serve as the Vice Chairperson of the Board. The Chairperson of the Board shall represent the Company over all matters of the Company.
Article 17 Unless otherwise specified in the Company Act, meetings of the

Board of Directors shall be convened by the Chairman of the Board. Unless otherwise stipulated by the Company Act, a resolution of the Board shall be adopted by the majority of the Directors attending the meeting and the Directors attending the meeting shall represent the majority of the Board of Directors.

A meeting of the Board of Directors shall be called in writing, via e- mail or facsimile.
Article 18 A notice setting forth the purpose of the meeting shall be given to each Director no later than seven (7) days prior to a Board meeting; however, a Board meeting may be convened at any time in case of emergency.
Article 19 The meeting of the Board of Directors shall be presided over by the Chairperson of the Board of Directors. In the event of the Chairperson's absence, the Vice Chairperson shall act on the Chairperson's behalf. If the Chairperson and the Vice Chairperson are both absent, the Chairperson shall designate one of the Directors to act on the Chairperson's behalf. In the absence of such a designation, the Directors shall elect one Director from among themselves as the chair of the meeting.
Article 20 The remuneration of the Directors shall be determined by the Board of Directors in accordance with each Director's involvement in and contribution to the Company's operation and also taking into consideration the national and international remuneration standards of the industry.
Article 21 The Company may, during the term of the Directors, take out liability insurance for the Directors with respect to the liabilities that might arise from the performance of duties during their term of office.
Section V--Managerial Officers
Article 22 The Company shall have one (1) Chief Executive Officer and one (1) General Manager, whose appointment and discharge shall be made by the Board of Directors.
Article 23 The General Manager shall, pursuant to the Company Articles of Incorporation, supervise and lead the managers and officers in handling all businesses of the Company.
Section VI--Closing of Accounts and Distribution of Profits
Article 24 The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Board of Directors shall prepare the following reports and forward the same to the Annual General Meeting of shareholders for acceptance in accordance with the legal procedures:

(1) Business report;
(2) Financial statements; and
(3) Proposal concerning appropriation of net profits or making up losses.
Article 25 When allocating profit for each fiscal year, the Company shall set aside:
(1) 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.
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 26 When the Corporation makes the final accounting to obtain a net income, after all taxes and dues have been paid and losses have been covered and at the time of allocating surplus profits, it shall first set aside 10% of such profits as a legal reserve; provided that no legal reserve may be set aside when such legal reserve has reached the Corporation'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. After that, it may distribute preferred stock dividends in accordance with Article 5-1 of the Articles, and after that it may distribute common stock dividends from the balance, and the board of directors shall draw up a surplus earnings distribution proposal containing the distribution ratio calculated in accordance with the dividends policies under Paragraph 2 of this Article to be resolved by the Annual General Shareholders’ Meeting.
The Corporation not only engages in manufacturing and marketing of cement and cement products that are capital intensive and more mature and steady, it also endeavors to diversify its business. For the purpose of accommodating to demands for diverse development and investment or planning of major capital budgets, the ratio of

dividends paid in cash is set at 20% or more of common stock dividends, while the balance shall be distributed by means of stock dividends.

Article 27 The Company may, pursuant to the Company Act, distribute its profits to its shareholders in newly issued shares or in cash pro rata to the shareholders' percentage of shareholding.

Section VII--Supplementary Provisions

Article 28 The organizational regulations of the Company's Board of Directors, head office, and other branch organizations shall be established by the Board of Directors.
Article 29 The Company may act as a guarantor for an outside party if the Company's business requires so.
Article 30 In regard to any and all matters not provided for in these Articles of Incorporation, the Company Act and other relevant laws and regulations shall govern.
Article 31 These Articles of Incorporation were established on November 1, 1950. The 1st amendment was made on September 30, 1951, 2nd on May 5, 1952, 3rd on June 18, 1953, 4th on October 23, 1954, 5th on March 20, 1957, 6th on October 19, 1957, 7th on March 27, 1958, 8th on March 17, 1960, 9th on October 15, 1960, 10th on March 16, 1961, 11th on March 21, 1963, 12th on April 10, 1967, 13th on April 11, 1969, 14th on April 24, 1970, 15th on April 20, 1973, 16th on April 19, 1974, 17th on April 18, 1975, 18th on April 20, 1976, 19th on April 21, 1977, 20th on March 31, 1978, 21st on April 10, 1979, 22nd on April 10, 1980, 23rd on April 10, 1981, 24th on April 9, 1982, 25th on April 8, 1983, 26th on April 18, 1985, 27th on April 21, 1987, 28th on April 18, 1988, 29th on April 21, 1989, 30th on April 20, 1990, 31st on April 19, 1991, 32nd on April 21, 1992, 33rd on April 20, 1993, 34th on April 21, 1994, 35th on April 20, 1995, 36th on May 30, 1997, 37th on April 30, 1998, 38th on May 28, 1999, 39th on May 30, 2000, 40th and 41st on May 31, 2001, 42nd on June 18, 2002, 43rd on June 26, 2003, 44th on June 11, 2004, 45th on June 30, 2005, 46th on June 9, 2006, 47th on June 15, 2007, 48th on June 18, 2010, 49th on June 22, 2011, 50th on June 21, 2012, 51st on June 18, 2015, and the 52nd on June 22, 2016, and the 53rd on June 22, 2018, and the 54th amendment was made on June 12, 2019, and the 55th amendment was made on June 9, 2020.

Appendix 2. Rules for Election of Directors Regulations for Taiwan Cement Corporation Director Elections.

Rules of Election of Directors of Taiwan Cement Corporation

Amended at the shareholders' meeting on June 18, 2015.

Article 1 The Rules are enacted in accordance with the Corporation's Articles of Association and applicable laws and regulations. Except when provided otherwise by related laws and regulations or the Articles of Association of the Company, the election of directors of the Corporation shall be conducted in accordance with the Rules.
Article 2 Directors of the Corporation shall be elected pursuant to a cumulative voting mechanism. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The number of votes presented by each share shall be the same as the number of directors to be elected and may be consolidated for election of one director candidate or may be split for election amongst multiple director candidates, unless stipulated otherwise in the Company Act. The election of the directors of the Corporation shall be conducted with the candidate nomination mechanism set forth in the procedures of candidate nomination mechanism stipulated in the Company Act and other related regulations.
Article 3 The number of votes for independent directors and non-independent directors shall be calculated separately according to the number of directors set forth in the Articles of Association of the Corporation. The top candidates to whom the votes cast represent a prevailing number of votes relative to the other candidates shall be elected sequentially. Where two or more candidates to whom the votes cast represent the same number of votes, and the number of directors is thus exceeded, lots will be drawn to determine the winner, with the Chairman of the shareholders' meeting drawing lots on behalf of any candidates not present.
The qualifications and appointment of the independent directors at the Corporation shall be conducted in accordance with the "Securities and Exchange Act," the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and the applicable rules issued by the competent authority.

Article 4 The Board of Directors shall prepare numbered ballots corresponding to the number on the attendance card. The election weight factor represented by each ballot shall also be specified on the ballots, and then the ballots are distributed to attending shareholders at the shareholders' meeting.
Article 5 Before the outset of the voting process, the Chairman shall appoint a number of persons to perform their respective duties as ballot scrutineers and recorders.
Article 6 The ballot box shall be prepared by the Board of Directors and inspected before the public by scrutineers before voting commences.
Article 7 If the candidate is a shareholder, voters shall fill the account name and the shareholder account number of the candidate in the "candidate" column of the ballot. If the candidate is not a shareholder, voters shall fill the name and the identification number of the candidate in the "candidate" column of the ballot. Provided, however, if the candidate is a government agency or juristic-person shareholder, the name of the government agency or juristic-person shall be filled in the "account name of candidate" column of the ballot, or both the name of such the government agency or juristic-person and its representative may be filled in such column.
Article 8 A ballot is void under any of the following circumstances:
A ballot which was not prepared pursuant to this Rule.
A blank ballot which was cast into the ballot box.
Illegible or altered handwriting.
If the candidate filled in is a shareholder, the account name or shareholder account number of the candidate filled in is inconsistent with the shareholder register; if the candidate filled in is not a shareholder, the name or the identification number of the candidate filled in is incorrect.
Two or more candidates are filled in the ballot.
A ballot with other written characters in addition to the account name (name) or the account number (identification number) of the candidate.
The account name (name) or the account number (identification number) of the candidate is left blank.
Article 9 The ballot boxes shall be prepared for election of the directors. After the end of the poll, ballot scrutineers and recorders shall jointly monitor and count the votes.

The ballots for the said election shall be properly retained after they are sealed and signed-off by ballot scrutineers for at least one year.

However, if any shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. Article 10 The results of ballot counting should be declared by the Chairman onsite and duly recorded. Article 11 The Board of Directors shall issue notification to the directors elected. Article 12 Matters not prescribed in the Rules shall be conducted in accordance with the Company Act and related laws and regulation. Article 13 The Rules and any amendments hereto shall be implemented after being approved by the shareholders' meeting.

Appendix 3. Directors’ Stockholding Status

Base date: April 13, 2021

					Base date: April 13,2021	Base date: April 13,2021
Position title	Name	Date of being appointed	Number of shares held at the time of appointment		Number of shares currently held
			Number of shares	As a percentage (%) to then issued shares	Number of shares	As a percentage (%) to then issued shares
Chairman	Chai Hsin R.M.C Corp. Representative: Chang An Ping	2018.6.22	2,453,833 0	0.06 0.00	3,032,923 0	0.05 0.00
Director	C. F. Koo Foundation Representative: Li, Jong-Peir	2018.6.22	2,308,909 0	0.05 0.00	3,168,803 0	0.05 0.00
Di	Tai Ho Farming Co., Ltd.	2018622	4,889,281	0.12	6,043,126	0.10
rector	Representative: Koo,Kung-Yi	..	0	0.00	0	0.00
Director	Fu Pin Investment Co., Ltd. Representative: Wang Por-Yuan	2018.6.22	62,688,346 0	1.48 0.00	77,482,477 0	1.28 0.00
Director	International CSRC Investment Holdings Co., Ltd. Representative: Kenneth C.M. Lo	2018.6.22	83,777,716 0	1.97 0.00	103,548,831 2,000,000	1.71 1.00
Director	Chia Hsin Cement Corp. Representative: Chang Kang-Lung, Jason	2018.6.22	176,262,460 0	4.15 0.00	217,859,456 0	3.60 0.00
Director	Fu Pin Investment Co., Ltd. Representative: Hsieh Chi-Chia	2018.6.22	62,688,346 0	1.48 0.00	77,482,477 0	1.28 0.00
Director	Xin Hope Investment Co., Ltd. Representative: CHI-WEN CHANG	2018.6.22	10,701,572 0	0.25 0.00	16,943,108 0	0.28 0.00
Director	Chinatrust Investment Co., Ltd. Representative: Chun-Ying, Liu	2018.6.22	125,098,870 0	2.95 0.00	242,054,137 0	4.00 0.00
Director	Chung Cheng Development Investment Corporation Representative: Yu Tzun-Yen	2018.6.22	22,699,527 0	0.53 0.00	28,056,499 782,130	0.46 0.39
Director	Heng Qiang Investment Co., Ltd. Representative: Chien, Wen	2018.6.22	82,719,582 0	1.95 0.00	102,240,983 0	1.69 0.00
Director	Shinkong Synthetic Fibers Corporation Representative: Eric T. Wu	2018.6.22	9,554,654 0	0.23 0.00	11,809,503 0	0.19 0.00
Director	Sishan Investment Co., Ltd. Representative: Lin Nan-Chou	2018.6.22	7,525,603 0	0.18 0.00	9,301,606 259,300	0.15 0.13
Director	Chia Hsin Cement Corp. Representative: Chen Chi-Te	2018.6.22	176,262,460 0	4.15 0.00	217,859,456 0	3.60 0.00
Director	Heng Qiang Investment Co., Ltd. Representative: Chih-Chung, Tsai	2018.6.22	82,719,582 0	1.95 0.00	102,240,983 0	1.69 0.00
Independent Director	Yu-Cheng Chiao	2018.6.22	0 0	0.00 0.00	0.00 0.00	0.00 0.00
Independent Director	Victor Wang	2018.6.22	0 0	0.00 0.00	0 0	0.00 0.00
Independent Director	Sheng Chin Jen	2018.6.22	0 0	0.00 0.00	2,100 0	0.00 0.00
Independent Director	Lynette Ling-Tai, Chou	2018.6.22	15 0	0.00 0.00	1 200,000	0.00 0.10
Tl			590,680,368		821,543,553
ota			0		3,241,430

Number of total issued common shares on June 22, 2018: 4,246,509,010 shares. Number of total issued preferred shares on June 22, 2018: 0 shares. Number of total issued common shares on April 13, 2021: 6,058,110,532 shares. Number of total issued preferred shares on April 13, 2021: 200,000,000 shares

Note: 1. The minimum shares required to be held by the entire body of directors of the Corporation is 120,000,000 shares. As of April 13, 2021, the numbers of shares held by the entire body of directors were 824,582,882 shares.

The Corporation has established an Audit Committee, so the minimum shares required to be held by the supervisors are not applicable.

MEMO

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TCC — AGM Information 2021

51735_rns_2021-07-16_6379f698-2295-40c0-82e3-73fd96da6a53.pdf

Table of Content

Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

Taiwan Cement Corporation Agenda of Year 2021 Annual General Meeting of Shareholders

Matters to Report

1. Employees’ and directors’ compensation of 2020.

2. Business report and financial statements of 2020.

Business Report

Financial statement

Audit Committee’s Review Report

5. Amendments on part of Ethical Corporate Management Best Practice.

Matters for Approval

2. The proposal for distribution of 2020 profits (Proposed by the Board of Directors)

Matters for Election

24th term Board of Directors election of 15 seats (including 5 seats of Independent Directors). (Proposed by the Board of Directors)

Voting Result:

Matters for Discussion

Extemporary Matters

Meeting Adjourned

Annex1.: The Comparison Table of Amended Provisions of Ethical Corporate Management Best Practice Principles

TAIWAN CEMENT CORPORATION

Annex 2: Earnings Distribution Proposal

Taiwan Cement Corporation Earnings Distribution Table for 2020

Annex 3 ： List of director and independent director candidates and the related information

List of director candidates

List of Independent Director Candidates

Annex 4: The Comparison Table of the Amended Provisions of the Procedures for the Acquisition and Disposal of Assets

TAIWAN CEMENT CORPORATION

Annex 5: The Comparison Table of the Rules of Procedure for Taiwan Cement Corporation Shareholders Meeting

TAIWAN CEMENT CORPORATION

Annex 6: List of Releasing Director Candidates from Non-Competition Restriction

Appendix 1. Articles of Incorporation for Taiwan Cement Corporation

[English Translation, for reference only]

Taiwan Cement Corporation

Articles of Incorporation

Rules of Election of Directors of Taiwan Cement Corporation

Appendix 3. Directors’ Stockholding Status

MEMO

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