TFC - AGM Information 2015 | FinancialReports.eu

Stock Code :1722

Taiwan Fertilizer Co., Ltd.

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2015 Annual General Shareholders’ Meeting

Handbook

June 24, 2015

Venue: Air Force Officers and Soldiers Activity Center (No. 145, Sec. 3, Renai Road, Taipei City)

Table of Contents
Meeting Procedure------------------------------------------------------------------------------------	1
Report Items-------------------------------------------------------------------------------------------	2
I. 2014 Business Report ----------------------------------------------------------------------------	2
II. Report on the Audit of Final Accounting Statements for 2014 by Supervisors ---------	6
III. Approval of some revision of Rules of Procedure of the Board of Directors ------------	7
IV. Establishment of Ethical Corporate Management Best Practice Principles -------------	14
Acceptance and Discussion--------------------------------------------------------------------------	21
I. Adoption of the financial results for FY 2014-------------------------------------------------	21
II. Approval of the proposal for distribution of FY2014 profits -------------------------------	43
Elections-------------------------------------------------------------------------------------------------	45
Other Matter and Discussion--------------------------------------------------------------------------	47
Motions --------------------------------------------------------------------------------------------------	48
Annex ----------------------------------------------------------------------------------------------------	49
I. Rules of Procedure for Shareholders’ Meeting -----------------------------------------------	50
II. Articles of Incorporation ------------------------------------------------------------------------	55
III. Rules for Election of Directors and Supervisors ---------------------------------------------	63
IV. Rules of Procedure of the Board of Directors -----------------------------------------------	65
V. Shareholdings of Directors and Supervisors --------------------------------------------------	69
VI. Information on the Proposed Distribution of Employees’ Dividends and Remuneration
for Directors and Supervisors as Adopted by the Board of Directors of This Company-------------------------------------------------------------------------------------------	70
VII. Effect of the gratuitous allotment of shares on operation performance, earnings per
share and return rate on investment for shareholders ---------------------------------------	70

Taiwan Fertilizer Co., Ltd. 2015 Annual General Shareholders’ Meeting Meeting Procedure

Time : June 24, 2015 (Wednesday) at 9:00 a.m.

Venue : Air Force Activity Center

(No. 145, Sec. 3, Ren Ai Road, Taipei City)

Agenda :

I. Commencement: Report on Number of Shares Present or Represented
II. Chairman’s Address
III. Report Items
IV. Acceptance and Discussion
V. Elections
VI. Other Matter and Discussion
VII. Motions
VIII.Dismissal of the Meeting

Report Item 1

Description : 2014 Business Report

Business Report

I. Preface

After review of the year 2014, as part of “Wu Shuang” residential development of Nangang of this Company has been completed and delivered and recognized as income, the operating income of this Company has increased by 9.31% compared to that in the previous year (2013), the operating gross profit and operating income has greatly increased by 29.61% and 110.61% respectively compared to that in the previous year. However, the donation to Saudi-Arabia made by Jubail Company has effect on profit-making, which causes the decline in non-operating income of this Company by 35.60%. The final net income after tax is NT$3.068 billion, that is, 20.89% more than that in the previous year (2013).

II. Status of Operations

(1) Production and marketing

The actual production of fertilizer products in 2014 was 466,517 tonnes, a decrease of 26.07% compared to 2013, 88,556 tonnes of chemical products, a decrease of 47.56% compared to 2013. The actual sales of fertilizer products was 955,090 tonnes, an increase of 0.73% compared to 2013, 174,928 tonnes of chemical products, an increase of 2.33% compared with 2013.

(2) Revenue and profit

Separate financial statements
1) The income of 2014 was NT$17,093,170,000, an increase of 8.83% compared with that of NT$15,706,163,000 in 2013, operating profit of NT$1,710,820,000, an increase of 86.21% over 2013. The Non-operating profit was NT$1,149,072,000, representing a decrease of 35.16% over 2013, net profit after taxes was NT$3,068,346,000, an increase of 20.89% compared to 2013.
2) The non-operating profit or loss mainly includes the investment income of NT$1,648,121,000 under the Equity method.

Consolidated financial statements
1) The income of 2014 was NT$17,510,273,000, an increase of 9.31% compared with that of NT$16,018,546,000 in 2013, operating profit of NT$1,659,950,000, an increase of 110.61% over 2013. The Non-operating profit was NT$1,187,303,000, representing a decrease of 35.60% over 2013, net profit after taxes was NT$3,068,346,000, an increase of 20.89% compared to 2013.
2) The non-operating profit or loss mainly includes the investment income of NT$1,676,767,000 under the Equity method.

(3) Financial structure

Separate financial statements

The company's financial structure is sound, including the total assets of NT$70,439,582,000, liabilities of NT$18,046,967,000, the liabilities ratio of 25.62%, the current ratio of 183.18%, shareholders' equity of NT$52,392,615,000, net worth per share NT$53.46, the ratio of own funds of 74.38% as of December 31, 2014.

Consolidated financial statements

The company's financial structure is sound, including the total assets of NT$70,496,937,000, liabilities of NT$18,104,322,000, the liabilities ratio of 25.68%, the current ratio of 185.54%, shareholders' equity of NT$52,392,615,000, net worth per share NT$53.46, the ratio of own funds of 74.32% as of December 31, 2014.

(4) Investment planning

In terms of chemical fertilizer industry, Taichung plant's production workshops, terminals and storage facilities are being completed and have been put into operation since 2014. In 2015, the plant will continue to make phosphate fertilizer workshop relocation, nitrate concentration plan and the building of Taiwan Fertilizer Cambodia Plant and strength the energy integration of production base, including public system energy-saving, warehouse dehumidfication air-conditioner management, full use of superheated steam; at the same time, include Taichung Docklands into the free port zone to enhance the competitive advantages of docks and warehouses to expand trade logistics industry; in addition, Miaoli plant will also promote the plan of potassium sulfate and ammonium fertilizer factory to produce alternative raw materials and reduce production costs. Moreover, to continue to develop electronic grade chemicals business, the electronic grade ammonia aquatic line construction program will be completed in 2015, and the construction of sulfuric acid workshop and sulfanilic workshop will be

carried out at the same time to strengthen the integration of production value chain. In real estate development, Nangang Trade Park R5 residence development program were handed over in 2014 and 2015 respectively. The development plan of C2 hotel, contract was signed with two restaurants. Now the construction planning design is ongoing and the commercial office building has been commissioned for leasing; C3 continues to handle the related issues of bidding for land rights. The development plan of Hsinchu technology commercial park D7-A has started construction and the first and second phases of Hsinchu have been ongoing. In addition, the program of land change of the urban planned land of Dongming Road, Keelung and Kaohsiung special trade 7C redistricting case also progresses as schedule. In health career, Hualien sightseeing hotel investment plan and the planning of leisure and health career have started. Taiwan Ocean Deep-sea Water Co., Ltd. focuses on the development of deep ocean water and collagen peptides and is responsible for the sales of health and care; Taiwan Fertilizer Bio-marketing Co., Ltd. develops towards organic materials and positively expands the organic agriculture business.

III. Prospect

In the international economy, the world's leading economic research institutes include Global Insight, IMF, OECD, tec, and most of the prediction results showed the economic performance in 2015 would be better than 2014, but there is a complicated situation behind the continued recovery. The US has strong economic recovery momentum, but the euro zone has been haunted by debt, currencies, labor market and other issues; guided by policy, China has transformed from rapid growth into new normal moderate and high growth; Japan is still in a weak trend restricted by the domestic demand. These major economic entities show different performances in 2015. In addition, the declining oil price and geopolitical impact also bring more uncertainty to the global economy. In domestic economy, benefiting from the falling oil price and international booming economy, the domestic enterprises hold an optimistic view of the current trend. However, the major domestic economic forecasting agencies include Comptroller General Department, Academia Sinica, Chung-Hua Institution for Economic Research, Taiwan Institution for Economic Research. Taiwan's economic growth in 2015 is expected to be 3.3%~3.5%, better than 2014.

Looking into this year, 2015, in face of rapid changes in domestic and overseas industrial conditions, our company will continue to uphold the business philosophy of foundation consolidation, innovation and sustainable development to carry out restructuring and upgrading, and continue to targets at profit growth,

competitiveness optimization and sustainable development to draw the development blueprint of three major businesses, namely, "fertilizer chemicals business", "real estate development business" and "health industry" , so as to achieve the goal of sustainable business and development by the use of diverse business development and multi-perspective modes of operation.

Chairman:

Lee Fu-Hsing

Manager:

Huang Li-Yuan

Accounting supervisor:

Chien Chao-Jen

Report Item 2

Item : Supervisors’ review report

Supervisors' Report for FY 2014

The Business Report, Financial Statements and the Proposal for Earning Distribution of 2014 were prepared and submitted by the Board of Directors of Taiwan Fertilizer Co., Ltd. The Financial Statements were audited and certified by Wang Yi-Wen and Fan Yu-Wei, certified public accountants of Deloitte Taiwan.

The said Business Report, Financial Statements and the Proposal for Earning Distribution of 2014 were reviewed by the Supervisors, and also were in compliance with the Company Law. This report is made according to the Article 219 of the Company Law.

Supervisor: Chunghwa Post Co., Ltd.

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Representative : Wu Yuan-Jen

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Chen Tsai-Lai

Tsai Ling-Lan

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Date : March 27, 2015

Report Item 3

Iteml : Amendment of "Taiwan Fertilizer Co., Ltd. Rules of Procedure of the Board of Directors".

(Proposed by the Board of Directors)

Description: 1) To corporate with the company's revision and enlargement of Articles of Association as well as the business organizational restructuring, Article 4, Article 13, Article 14, Article 19, Article 20 and Article 23 are amended according to the relevant provisions of the Company's board of directors' rules of procedure.
2) Attached with "Taiwan Fertilizer Co., Ltd. Rules of Procedure of the Board of Directors" amended comparison table (attachment).

Resolution :

Annex

Taiwan Fertilizer Co., Ltd. Comparison of Amendments of Rules of Procedure of the Board of Directors

	After Amendment	BeforeAmendment	Description
	Article 4 Before the meeting of the Board of Directors, directors and supervisors shall be notified 7 days in advance and the documents specifying the meeting time, location, reasons for convening also shall be mailed at the same time. In the case of temporary or emergency motion needed to be included in the agenda, the motion information shall be distributed temporarily. When convening an interim meeting, temporary notification is necessary. But according to the matters of Article 14, except for urgent circumstances or justified reasons, it shall be listed in the convening reasons and not be proposed by temporary motion. On the notification of the convening in the previous two items, with the approval of all directors, notify other directors by electronic methods.	Article 4 Before the meeting of the Board of Directors, directors and supervisors shall be notified 7 days in advance and the documents specifying the meeting time, location, reasons for convening before the meeting is held. In the case of temporary or emergency motion needed to be included in the agenda, the motion information shall be distributed temporarily. When convening an interim meeting, temporary notification is necessary. But according to the matters of Article 14, except for urgent circumstances or justified reasons, it shall be listed in the convening reasons and not be proposed by temporary motion.	1. Refer to the provision of Clause 2 of Article 5 of the board meeting rules of procedure, the amended conference data shall be sent to the convening notice. 2. Refer to Clause 2 of Article 3 of the publically issued board of directors' rules of procedures, make adjustment of the text of clause 2. 3. According to the provision of Clause 2 of Article 204 of the Company Law and explanation of No. 10102093130 on July 23, 2012, the notification of board meeting is via email.
	Article 13 The board meeting shall follow the scheduled agenda, and shall be changed with the consent of more than half of the attending directors. Before the end of the scheduled agenda (including temp motion), without the resolution, the chairman shall not declare the meeting over. In the process of conference, the chairman shall decide the time for rest or negotiation.	Article 13 The board meeting shall follow the scheduled agenda, and shall be changed with the consent of more than half of the attending directors. Before the end of the scheduled agenda (including temp motion), without the resolution, the chairman shall not declare the meeting over. In the process of conference, the chairman shall decide the time for rest or negotiation.	1. In response to the organizational restructuring of the company, the aforementioned discussion unit in Article 2 is amended into the board meeting group; in addition, refer to the provision of Clause 2 of Article 5 of the board of directors, amend the meeting data and sendin

	After Amendment	BeforeAmendment	Description
	The designated discussion unit of the board of directors isthe board office . The office shall prepare the content of the meeting and provide conference data to be sent upon convening a meeting. If the directors deem the meeting information is insufficient, they may request supplement from the office. If more than half of the directors deem the data are still not enough, it shall be reviewed after the resolution of the board of directors.	The designated discussion unit of the board of directors is the discussion unit of the board office. The office shall prepare the content of the meeting and provide enough conference data to be sentbefore meeting . If the directors deem the meeting information is insufficient, they may request supplement from the office. If more than half of the directors deem the data are still not enough, it shall be reviewed after the resolution of the board of directors.	convening the board meeting.
	Article 14 The following matters should be submitted to the company's board of directors for discussion: 1.The company's business plan. 2. Annual financial report and semi-annual financial report. The semi-annual report without the need of audit by CAP is not included. 3. According to the provision of Clause 1 of Article 14, Securities and Exchange Act (hereinafter referred to as Stock Exchange Act), set or revise the internal control system. 4. According to the provision of Clause 1 of Article 36 of Stock Exchange Act, the preparation or amendment of assets acquisition or disposition, engaging in derivative transactions, loans to others endorsement for others or provide major financial or business behavior procedures. 5. Raising, distribution or private placement of equity securities. 6. Appointment and removal of financial, accounting or internalauditing officer.	Article 14 The following matters should be submitted to the company's board of directors for discussion: 1. The company's business plan. 2. Annual financial report and semi-annual financial report. 3. According to the provision of Clause 1 of Article 14, Securities and Exchange Act (hereinafter referred to as Stock Exchange Act), set or revise the internal control system. 4. According to the provision of Clause 1 of Article 36 of Stock Exchange Act, the preparation or amendment of assets acquisition or disposition, engaging in derivative transactions, loans to others endorsement for others or provide major financial or business behavior procedures. 5. Raising, distribution or private placement of equity securities. 6. Appointment and removal of financial, accounting or internalauditing officer.	1. According to the amendment of Item 2, Clause 1 and Article 36 of Securities Exchange Act, the interim financial report shall be read by accountant and reported to the board meeting, rather than submit for discussion. Considering the semi-annual report shall be checked by accountant and also submit to the board of directors for discussion; financial reports without the need of being checked by accountant, there is no necessity for submitting to the board of directors for discussion. 2. Referring to the provision of Item 7, Clause 1 of Article 7 of the company board meeting, considering the major donations to the related persons or non-related persons may affect the shareholder's equity, so it is necessary to strengthen the specification. The

After Amendment	BeforeAmendment	Description
7. Major donations to the relationship donators or non-related personnel, but the charity donations caused by major natural disasters shall be mentioned in the next board of directors. 8 .According to Clause 3 of Article 14 of Securities Exchange Act, other significant matters provided by the shareholder meeting, board meeting or competent authority according to law, statute or resolution. The related persons mentioned in Clause 7 refer to the related persons provided by the security issuer financial report preparation criteria. Major donations made to non-related persons refers to the single donation amount or accumulated amount to the same object within one year reached over NTD 100 million, or reached 1% of the annual revenue audited by the accountant or these with the paid capital of above 5%. The aforementioned within 1 year is the previous year based on the date of this board meeting. As the parts which were resolved in the Board Meeing would be excluded. For foreign shares without face value or the face value per share is not NTD 10, the 5% of the paid in capital amount shall be calculated according to25%of the shareholder's equity. For independent directors, on matters needs the resolution of Clause 3 of Article 14 of Securities Exchange Act,	7. According to Clause 3 of Article 14 of Securities Exchange Act, other significant matters provided by the shareholder meeting, board meeting or competent authority according to law, statute or resolution.	major donations shall be submitted to the board meeting for discussion; considering the need of real-time distress rescuers, in major natural disasters, it might be too late to make donation after submitting to the board meeting for discussion. In such case, the donation may be submitted to discussion in the next board meeting, so the Item 7 of Clause 1 in the current text shall be moved to Article 8. 3. To make clear definition of "related person", add the definition in the previous paragraph of item 2; in addition, the donation to the non-related person shall refer to the newly added clause 2 in Article 2 to define the standards and calculation methods of "major" donations. 4. On the calculation of the accumulated amount to the same object in one year, refer to Item 3 of Article 7; the next year shall be reckoned backward based on the convening date of the board meeting; the part submitted to the discussion of the Board of Directors will not be counted. 5. Considering the issuance of foreign company shares shall be issued without face value or non-denomination of NTD10 and considering
8 .

	After Amendment	BeforeAmendment	Description
	independent directors shall attend the meeting in person or commission other independent directors to attend. Any objection or reservation shall be specified in the board meeting; if the independent directors cannot present in the board meetings to express objection or reservations, otherwise for legitimate reasons, a written opinion shall be issued in advance and set out in the minutes of board meeting.		shareholders' equity also represents the company's scale, and item 4 of this article is added according to Item 3 of Article 7 of the company Board Meeting Measures. 6. According to Clause 1 of Item 3 of Article 14 and Item 1 of Article 33 the Code of Practice for Corporate Governance, define the resolution matters for the board of directors of Item 4 of Article 14 of Securities Exchange Act by independent director, for objection or reservations, it shall be set out in the board ofdirectors.
Article 19 Board meeting shall be made as a journal to record the following matters in detail: 1.Conference sessions (or year), time and place. 2.Name of the chairman. 3.Attendance of directors, including the name and number of attending, leaving and absent persons. 4.Name and titles of attendants. 5.Name of the record. 6.Report matters. 7.Matters for discussion: methods and results of each motion resolution, directors, supervisors, specialists and other staff speech summary, objections or reservations and have a record or a written statement,the stakes involved in the names of the directors in accordance with the provisions of the preceding article, an importantpart of the stakes		Article 19 Board meeting shall be made as a journal to record the following matters in detail: 1.Conference sessions (or year), time and place. 2.Name of the chairman. 3.Attendance of directors, including the name and number of attending, leaving and absent persons. 4.Name and titles of attendants. 5.Name of the record. 6.Report matters. 7.Matters for discussion: methods andresultsof each motion resolution, directors, supervisors, specialists and other staff speech summary, objections or reservations and have a record or a written statement, an important part of the stakes instructions, which should be avoided or not grounds for disqualification, avoidingsituations,objections	1. According to the provision of Item 8, Clause 3 of Article 26 of Securities Exchange Act and the provision of Item 1 of Article 17 of Company board meeting office, amend the provisions of items 7 and 8 of Clause 1. 2. According to the provision of Item 2 of Article 33 of Codes of Practice for Corporate Government, add the objections or reservations for the board resolutions; in addition to the proceedings should be specified in the discussion, apply for declaration in the specified information declaration website by the authority. 3. Refer to theprovisions of

	After Amendment	BeforeAmendment	Description
instructions, which should be avoided or not grounds for disqualification, avoiding situations, objections or reservations andindependent directors issued a statement or written opinion according to Clause 5 of Article 14 . 8.Extempore motion: name of the proposer, resolution method and results, directors, supervisors, specialists and other staff's speech summary shall make record orwritten statement on the name of directors, stake specification, avoidance situation and objective or reservation . Objectives or reservations and have a record or a written statement. 9.Other items shall be recorded. On the resolutions of the board meeting, if the independent directors have objections or reservations, record or a written statement shall be recorded in the journal. Within 2 days since the ending of the board meeting, it shall be reported to the information reporting website specified by the competent authority. The journal shall be signed or sealed by the chairman or record keeping personnel, which shall be distributed to directors or supervisors within 20 days after the meeting and listed in the company's important files and saved in the existence of the company. The preparation and distribution of the journal shall be handled by means of electronic methods.		or reservations. 8.Extempore motion: name of the proposer, resolution method and results, directors, supervisors, specialists and other staff's speech summary shall make record. Objectives or reservations and have a record or a written statement. 9.Other items shall be recorded. The journal shall be signed or sealed by the chairman or record keeping personnel, which shall be distributed to directors or supervisors within 20 days after the meeting and listed in the company's important files and saved in the existence of the company.	Item 5 of Article 17 of the board of directors discussion approaches.

After Amendment	BeforeAmendment	Description
Article 20 Except for Clause 1 of Article 14 which shall be submitted to the board of directors, during the adjournment of the board, the board shall follow the provisions of laws, Articles of Association or "Board-cum-manager form of responsibilities", authorize the exercise of the power of the board, its authorized level, content or matters shall be specific, clear, rather than generalized authorization.	Article 20 Except for Article 14 which shall be submitted to the board of directors, during the adjournment of the board, the board shall follow the provisions of laws, Articles of Association or "Board-cum-manager form of responsibilities", authorize the exercise of the power of the board, its authorized level, content or matters shall be specific, clear, rather than generalized authorization.	With the adjustment of Article 14 of this Act, amend Article 14 described in this article into the 1st Item of Article 14.
Article 23 The rules are implemented after being adopted by the board of directors and submit to the shareholder meeting.	Article 23 The rules are implemented after being adopted by the board of directors and submit to the shareholder meeting. The newly added courses of this Rules of Procedure have been implemented since January 1, 2007.	The date for implementation was deleted.

Report Item 4

Item: Establishment of Ethical Corporate Management Best Practice Principles for Taiwan Fertilizer Co., Ltd.

(Proposed by the Board of Directors)

Description:

1) To establish the culture of ethical corporate management, the Company refers to the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" to develop the " ethical corporate management" to service as the guidelines for the Company.
2) Attached with the "Ethical Corporate Management Best Practice Principles for Taiwan Fertilizer Co., Ltd. "

Resolution :

Ethical Corporate Management Best Practice Principles for Taiwan Fertilizer Co., Ltd.

Article 1 In order to foster a corporate culture of ethical management as well as good risk control and management mechanism, and to ensure the sustainable management and sound development, Taiwan Fertilizer Co., Ltd. (“the Company”) establishes these principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”.

The ethical corporate management best practice principles are applicable to its business groups and organizations of this Company, which comprise its subsidiaries, any foundation to which the Company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by the Company ("business group").

Article 2 When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the Company or persons having substantial control over the Company ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.

Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.

Article 3 The term, "Benefits", in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.
Article 4 The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.
Article 5 The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
Article 6 The Company shall in its own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training.

When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its business group are

operating.

In the course of developing the prevention programs, the Company is advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.

Article 7 When establishing the prevention programs, the Company shall analyze which business activities within its business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures.

The prevention programs adopted by the Company shall at least include preventive measures against the following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
Article 8 The Company and its respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.
Article 9 The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.

Article 10 When conducting business, the Company and its directors, supervisors, 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.
Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and its own relevant internal operational

procedures, and shall not make such donations in exchange for commercial gains or business advantages.

Article 12 When making or offering donations and sponsorship, the Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Article 13 The Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
Article 14 The Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the Company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
Article 15 The Company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 16 In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, its products and services. The Company shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in its operations, with a view to preventing its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the Company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Company shall, in principle, recall those products or suspend the services immediately.
Article 17 The directors, supervisors, 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, the Company shall establish a dedicated unit that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis:

Office of Board of Directors :
(1) Assisting in incorporating ethics and moral values into the Company's business strategy.

  - (2) Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

  - (3) Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business.

Educational training unit : Promoting and coordinating awareness and educational activities with respect to ethics policy.
Audit Office :
- (1) Developing a whistle-blowing system and ensuring its operating effectiveness.
- (2) Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 18 The Company and its directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
Article 19 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, supervisors, managers, and other stakeholders attending or 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 Company’s directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the Company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 20 The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.

The internal audit unit of the Company shall periodically examine the Company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Article 21 The Company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters:
Standards for determining whether improper benefits have been offered or accepted.
Procedures for offering legitimate political donations.
Procedures and the standard rates for offering charitable donations or sponsorship.
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
Handling procedures for violations of these Principles.
Disciplinary measures on offenders.
Article 22 The chairperson, general manager, or senior management of the Company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.

The Company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, mandataries, and substantial controllers and invite the Company’s commercial transaction counterparties so they understand the Company's resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23 The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:
An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports.
Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
Confidentiality of the identity of whistle-blowers and the content of reported cases.
Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.

Article 24 The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the Company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.
Article 25 The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The Company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on its websites, annual reports, and prospectuses, and shall disclose its ethical corporate management best practice principles on the Market Observation Post System.
Article 26 The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.
Article 27 The ethical corporate management best practice principles of the Company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

When the ethical corporate management best practice principles are submitted by the Company to the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.

Acce tance and Discussion 1 p

(Proposed by the Board of Directors)

Proposal : Adoption of the financial results for 2014

Description: 1) Taiwan Fertilzer’s 2014 Financial Statements and combined financial statements of the subsidiaries and affiliated companies were approved by the Board of Directors in the 33[rd] Board Meeting of the 32[nd] tenure on March 27, 2015. The 2014 Financial Statements and combined financial statements of the subsidiaries and affiliated companies were audited and certified by the certified public accountans, and also reviewed and approved by the supervisors.
2) Taiwan Fertilzer’s 2014 Audit report and the Financial Statements are submitted for acceptation (see the annex)

Resolution :

Taiwan Fertilizer Co., Ltd.

Individual Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report

The Board of Directors and Shareholders Taiwan Fertilizer Co., Ltd.

We have audited the accompanying balance sheets of Taiwan Fertilizer Co., Ltd. (the “Corporation”) as of December 31, 2014 and 2013, and the related statements of comprehensive income, changes in equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. However, we did not audit the financial statements as of and for the years ended December 31, 2014 and 2013 of certain investees. As of December 31, 2014 and 2013, the investments in these investees were 0.10% (NT$73,044 thousand) and 0.26% (NT$170,907 thousand), respectively, of the Corporation’s total assets. In 2014 and 2013, the investment losses on these investees were 3.53% (NT$100,891 thousand) and 3.92% (NT$105,405 thousand), respectively, of the Corporation’s income before income tax. These investees’ financial statements had been audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investees, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the financial statements of Taiwan Fertilizer Co., Ltd. referred to above present fairly, in all material respects, its financial position o as of December 31, 2014 and 2013, and its financial performance and its cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

March 27, 2015

Notice to Readers

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

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

TAIWAN FERTILIZER CO., LTD.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Available-for-sale financial assets - current (Notes 4 and 7) Notes receivable Accounts receivable (Notes 4 and 8) Other receivables Current tax assets (Notes 4 and 18) Inventories (Notes 4 and 10) Buildings and land held for sale (Notes 4 and 11) Prepayments Other Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 7) Financial assets carried at cost - noncurrent (Notes 4 and 9) Debt investments with no active market - noncurrent (Note 30) Investments accounted for by the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 17 and 29) Investment properties (Notes 4 and 14) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 23) Long-term receivable (Note 8) Long-term prepayments for lease (Note 15) Other Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Notes payable Accounts payable (Note 29) Other payables (Note 17) Current tax liabilities (Note 4) Receipts in advance (Note 11) Long-term liabilities - current portion Other Total current liabilities NONCURRENT LIABILITIES Long-term borrowings (Note 16) Provisions - noncurrent (Notes 4 and 18) Deferred tax liabilities (Notes 4 and 23) Deferred revenue - noncurrent (Note 15) Accrued pension liabilities (Notes 4 and 19) Guarantee deposits received Total noncurrent liabilities Total liabilities EQUITY (Note 20) Capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2014		2013
		Amount % $ 518,738 1 - - 383,329 - 3,498,094 5 1,203,397 2 408,944 1 2,113,478 3 1,459,774 2 688,984 1 19,227 - 10,293,965 15 106,285 - 558,456 1 23,800 - 11,369,456 16 33,231,463 47 12,815,536 18 40,945 - 238,962 - 378,250 1 1,357,172 2 25,292 - 60,145,617 85 $ 70,439,582 100 $ 1,700,000 3 11,165 - 982,931 1 1,191,258 2 67,315 - 1,647,285 2 140,000 - 86,191 - 5,826,145 8 790,000 1 910,976 2 7,151,048 10 2,781,006 4 418,961 1 168,831 - 12,220,822 18 18,046,967 26 9,800,000 14 2,234,334 3 3,133,567 4 33,590,944 48 3,202,974 5 39,927,485 57 430,796 - 52,392,615 74 $ 70,439,582 100		Amount % $ 1,098,890 2 351,614 - 286,743 - 1,991,359 3 356,485 1 94,860 - 2,151,248 3 1,126,977 2 551,420 1 25,202 - 8,034,798 12 125,150 - 622,991 1 28,600 - 10,514,386 16 38,088,566 58 7,128,360 11 52,956 - 244,444 - - - 1,427,783 2 27,851 - 58,261,087 88 $ 66,295,885 100 $ - - 20,889 - 530,715 1 536,914 1 71,565 - 2,061,935 3 - - 16,098 - 3,238,116 5 - - 2,228,068 3 6,696,136 10 2,855,952 4 364,801 1 138,440 - 12,283,397 18 15,521,513 23 9,800,000 15 2,234,334 3 2,902,726 4 33,609,707 51 2,308,409 4 38,820,842 59 (80,804 ) - 50,774,372 77 $ 66,295,885 100

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche audit report dated March 27, 2015)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES (Notes 4, 15, 21 and 29) OPERATING COSTS (Notes 10, 19, 21, 22 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 19 and 22) Marketing General and administrative Research and development Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of the profits of subsidiaries, associates and joint ventures (Notes 4 and 12) Other gains and losses (Note 22) Other income (Note 22) Finance costs Total nonoperating income and expenses INCOME BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Notes 4 and 23) NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Share of other comprehensive income of subsidiaries, associates and joint ventures Unrealized loss on available-for-sale financial assets Actuarial (loss) gain on defined benefit plans Income tax relating to components of other comprehensive income (Notes 4 and 23) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR		2014 Amount % $ 17,093,170 100 14,284,717 84 2,808,453 16 307,358 2 732,665 4 57,610 - 1,097,633 6 1,710,820 10 1,648,121 10 (489,257) (3) 38,483 - (48,275 ) - 1,149,072 7 2,859,892 17 208,454 1 3,068,346 18 643,302 4 (20,479) - (2,052) - (110,874 ) (1 ) 509,897 3 $ 3,578,243 21		2013 Amount % $ 15,706,163 100 13,536,896 86 2,169,267 14 286,441 2 918,904 6 45,149 - 1,250,494 8 918,773 6 1,589,730 10 31,010 - 151,439 1 - - 1,772,179 11 2,690,952 17 (152,881 ) (1 ) 2,538,071 16 249,760 2 (41,059) - 10,106 - (112,508 ) (1 ) 106,299 1 $ 2,644,370 17 (Continued)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (Note 24) Basic Diluted	2014 Amount % $ 3.13 $ 3.13	2013
		Amount % $ 2.59 $ 2.59

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche audit report dated March 27, 2015)

(Concluded)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

26 Share Capital BALANCE AT JANUARY 1, 2013 $ 9,800,000 Appropriation of the 2012 earnings Legal reserve - Cash dividends - NT$2.7 per share - Net income in 2013 - Other comprehensive income in 2013, net of income tax - Total comprehensive income in 2013 - Adjustment to capital surplus due to nonproportional investment in an investee's shares issued for a capital increase - Reversal of special reserve due to sale of land - BALANCE AT DECEMBER 31, 2013 9,800,000 Appropriation of the 2013 earnings Legal reserve - Cash dividends - NT$2.0 per share - Net income in 2014 - Other comprehensive income in 2014, net of income tax - Total comprehensive income in 2014 - Reversal of special reserve due to sale of land - BALANCE AT DECEMBER 31, 2014 $ 9,800,000	Capital Surplus $ 2,232,791 - - - - - 1,543 - 2,234,334 - - - - - - $ 2,234,334	Retained Earnings	Retained Earnings	Other Equity	Total $ (178,715) - - - 97,911 97,911 - - (80,804) - - - 511,600 511,600 - $ 430,796	Total Equity $ 50,774,459 - (2,646,000) 2,538,071 106,299 2,644,370 1,543 - 50,774,372 - (1,960,000) 3,068,346 509,897 3,578,243 - $ 52,392,615
				Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ (302,945) $ 124,230 - - - - - - 138,970 (41,059 ) 138,970 (41,059 ) - - - - (163,975) 83,171 - - - - - - 532,079 (20,479 ) 532,079 (20,479 ) - - $ 368,104 $ 62,692
		Legal Reserve $ 2,568,829 333,897 - - - - - - 2,902,726 230,841 - - - - - $ 3,133,567	Unappropriated Special Reserve Earnings $ 33,613,130 $ 2,738,424 - (333,897) - (2,646,000) - 2,538,071 - 8,388 - 2,546,459 - - (3,423 ) 3,423 33,609,707 2,308,409 - (230,841) - (1,960,000) - 3,068,346 - (1,703 ) - 3,066,643 (18,763 ) 18,763 $ 33,590,944 $ 3,202,974

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

(With Deloitte & Touche audit report dated March 27, 2015)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of profits of subsidiaries, associates and joint ventures Depreciation expenses Donation expenses Amortization expenses Impairment loss recognized on financial assets Finance costs Dividend income (Reversal of write-downs) write-down of inventories Net gain on foreign currency exchange Loss (gain) on disposal of investments Loss on disposal of property, plant and equipment Loss (gain) on disposal of investment properties Interest income Gain on the remeasurement of previously held equity interest in the acquiree Changes in operating assets and liabilities Notes receivable Accounts receivable Other receivables Long-term receivables Inventories Buildings and land held for sale Prepayments Other current assets Notes payable Accounts payable Other payables Receipts in advance Other current liabilities Accrued pension liabilities Deferred revenue Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Proceeds of the sale of available-for-sale financial assets	2014 $ 2,859,892 (1,648,121) 526,967 421,575 92,713 49,510 48,275 (23,214) (20,000) (14,906) 9,409 7,582 2,675 (1,281) - (96,586) (1,486,951) (163,302) (378,250) 57,770 456,707 (1,155,311) 5,947 (10,201) (195,223) (42,992) (414,650) 70,093 52,108 (74,946 ) (1,064,711) 1,283 621,474 (11,322) (126,121 ) (579,397 ) (657,713) 562,675	2013 $ 2,690,952 (1,589,730) 203,608 209,440 85,874 83,164 - (21,585) 1,257 (1,717) (20,944) 3,330 (746) (13,239) (336,331) (43,113) 1,157,911 77,102 - 1,225,757 (426,039) 309,219 (15,834) 17,491 174,075 (117,886) (8,827) (19,780) 32,567 (54,524 ) 3,601,452 13,217 1,553,969 - (619,029 ) 4,549,609 (1,384,835) 3,485,287 (Continued)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Increase in investments accounted for by the equity method Purchase of available-for-sale financial assets Increase in investment properties Proceeds of the disposal of property, plant and equipment Return of capital on financial assets carried at cost Purchase of financial assets measured at cost Purchase of intangible assets Decrease (increase) in debt investments with no active market Proceeds of the disposal of financial assets carried at cost Decrease in refundable deposits Net cash outflow on acquisition of subsidiaries Proceeds of the disposal of investment properties Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Proceeds from short-term borrowings Proceeds from long-term borrowings Repayment of long-term borrowing Increase in guarantee deposits received Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2014 $ (275,000) (213,990) (171,045) 48,051 18,000 (15,000) (10,091) 4,800 3,931 2,559 - - (702,823 ) (1,960,000) 1,700,000 1,000,000 (70,000) 30,391 700,391 1,677 (580,152) 1,098,890 $ 518,738	2013 $ (28,504) (3,212,039) (43,569) 12,571 - (100,000) (13,804) (12,238) 3,589 35,204 (399,235) 746 (1,656,827 ) (2,646,000) - - - 33,007 (2,612,993 ) 1,639 281,428 817,462 $ 1,098,890

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

(With Deloitte & Touche audit report dated March 27, 2015) (Concluded)

Taiwan Fertilizer Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Taiwan Fertilizer Co., Ltd.

We have audited the accompanying consolidated balance sheets of Taiwan Fertilizer Co., Ltd. (the “Corporation”) and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

However, as stated in Note 4 to the consolidated financial statements, we did not audit the financial statements as of and for the years ended December 31, 2014 and 2013 of some consolidated subsidiaries. The total assets of these subsidiaries as of December 31, 2014 and 2013 were 0.10% (NT$68,957 thousand) and 0.25% (NT$165,326 thousand), respectively, of the total consolidated assets. The total comprehensive losses for 2014 and 2013 were 2.78% (NT$99,401 thousand) and 3.82% (NT$101,137 thousand), respectively, of total consolidated comprehensive income. As stated in Note 12, we also did not audit the financial statements of some investees, the investments in which were accounted for by the equity method. As of December 31, 2014 and 2013, the investments in these investees had amounted to NT$73,044 thousand and NT$170,907 thousand, respectively. The investment losses on these investees in 2014 and 2013 were NT$100,891 thousand and NT$105,405 thousand, respectively. The financial statements of the subsidiaries and the investees had been audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for all these investees and the information disclosed in Note 34, was based solely on the reports of the other auditors.

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements of Taiwan Fertilizer Co., Ltd. and its subsidiaries referred to above present fairly, in all material respects, their consolidated financial position as of December 31, 2014 and 2013, and their consolidated financial performance and their consolidated cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities

Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the financial statements of the parent company, Taiwan Fertilizer Co., Ltd., as of and for the years ended December 31, 2014 and 2013, and expressed an unqualified opinion with an explanatory paragraph on the parent’s financial statements.

March 27, 2015

Notice to Readers

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Available-for-sale financial assets - current (Notes 4 and 7) Debt investment with no active market - current Notes receivable Accounts receivable (Notes 4 and 8) Other receivables (Note 30) Current tax assets (Notes 4 and 19) Inventories (Notes 4 and 10) Buildings and land held for sale (Notes 4 and 11) Prepayments Other Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 7) Financial assets carried at cost - noncurrent (Notes 4 and 9) Debt investment with no active market - noncurrent (Note 31) Investments accounted for by the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 31) Investment properties (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 24) Long-term receivables (Note 8) Long-term prepayments for lease (Note 16) Other noncurrent assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loan borrowings (Note 17) Notes payable Accounts payable (Note 30) Other payables (Note 18) Current tax liabilities (Notes 4 and 24) Receipts in advance (Note 11) Long-term liabilities - current portion (Notes 17 and 31) Other Total current liabilities NONCURRENT LIABILITIES Long-term borrowings (Note 17) Provisions - noncurrent (Notes 4 and 19) Deferred tax liabilities (Notes 4 and 24) Deferred revenue - noncurrent (Note 14) Accrued pension liabilities (Notes 4 and 20) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 21) Capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2014		2013
		Amount % $ 610,560 1 - - 22,993 - 384,125 - 3,513,547 5 1,205,603 2 409,086 1 2,203,885 3 1,459,774 2 704,754 1 19,509 - 10,533,836 15 106,285 - 558,456 1 75,800 - 10,270,530 15 33,573,437 48 12,816,433 18 484,830 1 314,662 - 378,250 - 1,357,172 2 27,246 - 59,963,101 85 $ 70,496,937 100 $ 1,710,000 3 11,239 - 1,004,267 2 1,212,648 2 67,450 - 1,647,953 2 140,000 - 87,815 - 5,881,372 9 790,000 1 910,976 1 7,151,048 10 2,781,006 4 418,961 1 170,959 - 12,222,950 17 18,104,322 26 9,800,000 14 2,234,334 3 3,133,567 4 33,590,944 48 3,202,974 5 39,927,485 57 430,796 - 52,392,615 74 $ 70,496,937 100		Amount % $ 1,187,396 2 351,614 - 64,829 - 287,870 - 2,022,035 3 356,715 1 94,988 - 2,215,720 3 1,126,977 2 566,351 1 25,722 - 8,300,217 12 125,150 - 622,991 1 34,600 - 9,644,925 15 38,410,112 58 7,129,257 11 496,880 1 307,144 - - - 1,427,783 2 29,541 - 58,228,383 88 $ 66,528,600 100 $ 162,000 - 23,716 - 554,605 1 570,764 1 71,685 - 2,062,314 3 2,555 - 23,176 - 3,470,815 5 - - 2,228,068 4 6,696,136 10 2,855,952 4 364,801 1 138,456 - 12,283,413 19 15,754,228 24 9,800,000 15 2,234,334 3 2,902,726 4 33,609,707 51 2,308,409 3 38,820,842 58 (80,804 ) - 50,774,372 76 $ 66,528,600 100

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche audit report dated March 27, 2015)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES (Notes 4, 14, 22 and 30) OPERATING COSTS (Notes 20, 22, 23 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 23) Marketing General and administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSES Share of profits of associates and joint ventures (Notes 4 and 12) Other gains and losses (Note 23) Other income (Note 23) Finance costs Total nonoperating income and expenses INCOME BEFORE INCOME TAX INCOME TAX INCOME (EXPENSE) (Notes 4 and 24) NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Share of other comprehensive income of associates and joint ventures Unrealized loss on available-for-sale financial assets Exchange differences arising on translation of foreign operations		2014 Amount % $ 17,510,273 100 14,597,642 84 2,912,631 16 446,535 3 748,536 4 57,610 - 1,252,681 7 1,659,950 9 1,676,767 10 (485,451) (3) 44,610 - (48,623 ) - 1,187,303 7 2,847,253 16 221,093 1 3,068,346 17 643,114 4 (20,479) - 188 -		2013
				Amount % $ 16,018,546 100 13,771,349 86 2,247,197 14 473,827 3 939,156 6 46,042 - 1,459,025 9 788,172 5 1,657,021 11 35,485 - 156,584 1 (5,520 ) - 1,843,570 12 2,631,742 17 (93,671 ) (1 ) 2,538,071 16 254,292 2 (41,059) - (4,532) -

(Continued)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Actuarial (loss) gain on defined benefit plans Income tax expense related to components of other comprehensive income (Notes 4 and 24) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Shareholders of the parent TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Shareholders of the parent EARNINGS PER SHARE (Note 25) Basic Diluted		2014 Amount % $ (2,052) - (110,874 ) (1 ) 509,897 3 $ 3,578,243 20 $ 3,068,346 18 $ 3,587,243 20 $3.13 $3.13		2013
				Amount % $ 10,106 - (112,508 ) (1 ) 106,299 1 $ 2,644,370 17 $ 2,538,071 16 $ 2,644,370 17 $2.59 $2.59

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

(With Deloitte & Touche audit report dated March 27, 2015)

(Concluded)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars Except Amount Per Share)

		Equity Attributable to Shareholders of the Corporation	Equity Attributable to Shareholders of the Corporation	Equity Attributable to Shareholders of the Corporation
Share Capital $ 9,800,000 - - - - - - - 9,800,000 - - - - - - $ 9,800,000	Capital Surplus $ 2,232,791 - - - - - 1,543 - 2,234,334 - - - - - - $ 2,234,334	Retained Earnings		Other Equity
				Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ (302,945) $ 124,230 - - - - - - 138,970 (41,059 ) 138,970 (41,059 ) - - - - (163,975) 83,171 - - - - - - 532,079 (20,479 ) 532,079 (20,479 ) - - $ 368,104 $ 62,692
		Legal Reserve $ 2,568,829 333,897 - - - - - - 2,902,726 230,841 - - - - - $ 3,133,567	Unappropriated Special Reserve Earnings $ 33,613,130 $ 2,738,424 - (333,897) - (2,646,000) - 2,538,071 - 8,388 - 2,546,459 - - (3,423 ) 3,423 33,609,707 2,308,409 - (230,841) - (1,960,000) - 3,068,346 - (1,703 ) - 3,066,643 (18,763 ) 18,763 $ 33,590,944 $ 3,202,974

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche audit report dated March 27, 2015)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of profits of associates and joint ventures Depreciation expenses Donation expenses Amortization expenses (amortization of prepayments for lease included) Impairment loss recognized on financial assets Finance costs Dividend income Net gain on foreign currency exchange Reversal of write-downs of inventories Loss (gain) on disposal of investments Loss on disposal of property, plant and equipment Loss (gain) on disposal of investment properties Interest income Gain on the remeasurement of previously held equity interest in the acquiree Provision for doubtful accounts Changes in operating assets and liabilities Notes receivable Accounts receivable Other receivables Inventories Buildings and land held for sale Prepayments Other current assets Long-term receivables Notes payable Accounts payable Other payables Receipts in advance Other current liabilities Accrued pension liabilities Deferred revenue Cash (used in) generated from operations Interest received Dividend received Interest paid Income tax paid Cash (used in) generated from operating activities	2014 $ 2,847,253 (1,676,767) 582,521 421,575 92,909 49,510 48,623 (23,214) (18,037) (20,000) 9,409 7,639 2,675 (2,428) - - (96,255) (1,471,728) (165,233) 31,835 456,707 (1,156,150) 6,185 (378,250) (12,954) (197,777) (55,308) (414,361) 64,639 52,108 (74,946 ) (1,089,820) 2,385 621,474 (11,814) (126,481 ) (604,256 )	2013 $ 2,631,742 (1,657,021) 289,582 209,440 86,449 83,164 5,520 (21,585) (5,429) (22,113) (20,944) 3,253 (746) (15,348) (336,331) 18,186 (44,037) 1,180,837 77,576 1,203,200 (426,039) 301,885 7,553 - 4,493 179,149 (126,663) (9,017) (16,304) 32,567 (54,524 ) 3,558,495 15,383 1,553,969 (5,683) (619,397 ) 4,502,767 (Continued)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Proceeds of the sale of available-for-sale financial assets Purchase of available-for-sale financial assets Purchase of investment properties Proceeds of the disposal of property, plant and equipment Return of capital on financial assets carried at cost Purchase of financial assets measured at cost Purchase of intangible assets Proceeds of the disposal of financial assets carried at cost Decrease in refundable deposits Decrease (increase) in debt investments with no active market Net cash outflow on acquisition of subsidiaries Increase in investments accounted for by the equity method Proceeds of the disposal of investment properties Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Increase in short-term borrowings Proceeds from long-term borrowings Repayment of long-term borrowings Increase in guarantee deposits received Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2014 $ (719,454) 562,675 (213,990) (171,045) 18,460 18,000 (15,000) (10,248) 3,931 2,295 636 - - - (523,740 ) (1,960,000) 1,545,445 1,000,000 (70,000) 32,503 547,948 3,212 (576,836) 1,187,396 $ 610,560	2013 $ (1,226,904) 3,485,287 (3,212,039) (43,895) 9,898 - (100,000) (14,293) 3,589 35,350 (24,567) (373,963) (28,505) 746 (1,489,296 ) (2,646,000) 82,000 - (167,177) 32,443 (2,698,734 ) 1,641 316,378 871,018 $ 1,187,396

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

(With Deloitte & Touche audit report dated March 27, 2015) (Concluded)

Taiwan Fertilizer Co., Ltd. and Affiliates

Combined Financial Statements as of and for the Year Ended December 31, 2014 and Independent Accountants’ Review Report

REPRESENTATION LETTER

The combined financial statements of Taiwan Fertilizer Co., Ltd. (TFC) and its affiliates for the year ended December 31, 2014 have been prepared in conformity with the “Criteria Governing Preparation of Affiliation Reports, Combined Business Reports and Combined Financial Statements of Affiliated Enterprises,” the Regulations Governing the Preparation of Financial Reports by Securities Issuers and related regulations.

The accompanying combined financial statements referred to above are free of misrepresentations and omissions.

Very truly yours,

TAIWAN FERTILIZER CO., LTD.

FU HSING LEE Chairman March 27, 2015

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Board of Directors and Shareholders Taiwan Fertilizer Co., Ltd.

We have reviewed the accompanying combined balance sheet of Taiwan Fertilizer Co., Ltd. (the “Corporation”) and its affiliates as of December 31, 2014 and the related combined statement of income for the year then ended. We conducted our review in accordance with the Guidelines for the Review of the Combined Financial Statements of Affiliates. A review consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the combined financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the combined financial statements of Taiwan Fertilizer Co., Ltd. and its affiliates as of and for the year ended December 31, 2014 referred to in the first paragraph for them to be in conformity with the Criteria Governing Preparation of Affiliation Reports, Combined Business Reports and Combined Financial Statements of Affiliated Enterprises, the Regulations Governing the Preparation of Financial Reports by Securities Issuers and related regulations.

March 27, 2015

Notice to Readers

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

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

TAIWAN FERTILIZER CO., LTD. AND AFFILIATES

COMBINED BALANCE SHEET (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Debt investments with no active market - current Notes receivable Accounts receivable (Notes 4 and 8) Other receivables Current tax assets (Notes 4 and 19) Inventories (Notes 4 and 10) Buildings and land held for sale (Notes 4 and 11) Prepayments (Note 30) Other Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 7) Financial assets carried at cost - noncurrent (Notes 4 and 9) Debt investment with no active market - noncurrent (Note 30) Investments accounted for by the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 30) Investment properties (Notes 4 and 14) Intangible assets (Notes 4, 15 and 30) Deferred tax assets (Notes 4 and 24) Long-term prepayments for lease (Notes 16 and 30) Long-term receivables (Note 8) Other Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Notes payable Accounts payable (Note 29) Other payables (Note 18) Current tax liabilities (Note 4) Receipts in advance (Note 11) Long-term liabilities - current portion (Notes 17 and 30) Other Total current liabilities	December 31, 2014
	Amount % $ 622,034 1 22,993 - 384,125 1 3,576,716 5 1,061,259 1 409,086 1 2,214,401 3 1,459,774 2 712,227 1 84,745 - 10,547,360 15 106,285 - 558,456 1 75,800 - 10,201,637 14 34,474,682 48 12,816,433 18 489,912 1 314,660 - 1,421,008 2 378,250 1 52,426 - 60,889,549 85 $ 71,436,909 100 $ 2,232,532 3 185,031 - 1,033,735 2 1,356,498 2 67,450 - 1,647,953 3 140,000 - 87,815 - 6,751,014 10

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Debt investments with no active market - current
Notes receivable
Accounts receivable (Notes 4 and 8)
Other receivables
Current tax assets (Notes 4 and 19)
Inventories (Notes 4 and 10)
Buildings and land held for sale (Notes 4 and 11)
Prepayments (Note 30)
Other
Total current assets
NONCURRENT ASSETS
Available-for-sale financial assets - noncurrent (Notes 4 and 7)
Financial assets carried at cost - noncurrent (Notes 4 and 9)
Debt investment with no active market - noncurrent (Note 30)
Investments accounted for by the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 30)
Investment properties (Notes 4 and 14)
Intangible assets (Notes 4, 15 and 30)
Deferred tax assets (Notes 4 and 24)
Long-term prepayments for lease (Notes 16 and 30)
Long-term receivables (Note 8)
Other
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 17)
Notes payable
Accounts payable (Note 29)
Other payables (Note 18)
Current tax liabilities (Note 4)
Receipts in advance (Note 11)
Long-term liabilities - current portion (Notes 17 and 30)
Other
Total current liabilities

December 31, 2014

Amount
%
$ 622,034
1
22,993
-
384,125
1
3,576,716
5
1,061,259
1
409,086
1
2,214,401
3
1,459,774
2
712,227
1

84,745

-
10,547,360
15
106,285
-
558,456
1
75,800
-
10,201,637
14
34,474,682
48
12,816,433
18
489,912
1
314,660
-
1,421,008
2
378,250
1

52,426

-
60,889,549
85
$ 71,436,909
100
$ 2,232,532
3
185,031
-
1,033,735
2
1,356,498
2
67,450
-
1,647,953
3
140,000
-

87,815

-

6,751,014
10

NONCURRENT LIABILITIES Long-term borrowings (Note 17) Provisions - noncurrent (Notes 4 and 19) Deferred tax liabilities (Notes 4 and 24) Deferred revenue - noncurrent (Note 14) Accrued pension liabilities (Notes 4 and 20) Guarantee deposits received Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION(Note 21) Capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retain earnings Other equity Equity attributable to owners of the Corporation NONCONTROLLING INTERESTS Total equity TOTAL		December 31, 2014
		Amount % 790,000 1 910,976 1 7,151,048 10 2,781,006 4 418,961 1 175,097 - 12,227,088 17 18,978,102 27 9,800,000 14 2,234,334 3 3,133,567 4 33,590,944 47 3,202,974 5 39,927,485 56 430,796 - 52,392,615 73 66,192 - 52,458,807 73 $ 71,436,909 100

The accompanying notes are an integral part of the combined financial statements. (With Deloitte & Touche review report dated March 27, 2015)

TAIWAN FERTILIZER CO., LTD. AND AFFILIATES

COMBINED STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

OPERATING REVENUES (Notes 4, 14 and 22) OPERATING COSTS (Notes 20, 21, 23 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 23) Marketing General and administrative Research and development Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profits of associates (Notes 4 and 12) Other gains and losses (Note 23) Other income (Note 23) Finance costs Total nonoperating income and expenses INCOME BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4 and 24) NET INCOME OTHER COMPREHENSIVE INCOME Share of other comprehensive income of associates Unrealized loss on available-for-sale financial assets Exchange differences arising on translation of foreign operations Actuarial loss on defined benefit plans Income tax relating to components of other comprehensive income (Notes 4 and 24) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR		For the Year Ended December 31, 2014 Amount % $ 17,599,136 100 14,753,371 84 2,845,765 16 470,907 2 840,024 5 58,358 - 1,369,289 7 1,476,476 9 1,776,168 10 (485,108) (3) 44,743 - (60,529 ) - 1,275,274 7 2,751,750 16 221,093 1 2,972,843 17 640,086 4 (20,479) - 6,126 - (2,052) - (110,874 ) (1 ) 512,807 3 $ 3,485,650 20 (Continued)

TAIWAN FERTILIZER CO., LTD. AND AFFILIATES

COMBINED STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

NET INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests EARNINGS PER SHARE (Note 25) Basic Diluted		For the Year Ended December 31, 2014
		Amount % $ 3,068,346 17 $ (95,503 ) - $ 3,578,243 20 $ (92,593 ) - $3.13 $3.13

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

(With Deloitte & Touche review report dated March 27, 2015)

(Concluded)

Acceptance and Discussion 2

(Proposed by the Board of Directors) Proposal Approval of the proposal for distribution of 2014 profits

Description :

1) Taiwan Fertilzer’s Financial Statements of January 1 to December 31, 2014 were audited by the certified public accountants. The amount for 2014 earnings available after tax was NT$3,068,345,649.
2) The 2014 earnings available after tax and undistributed earnings available are distributed as follows :
(1)10% of the earnings was listed as legal capital reserve :

The amount for 2014 earnings available after tax was NT$3,068,345,649, and 10% of the earnings was listed as legal capital reserve, a total of NT$306,834,565.

(2) Distribution of bonus :

The amount for 2014 earnings available after tax, plus the non-allocated earnings of NT$134,628,333, was excluded from the amount of legal capital reserve, a total of NT$306,834,565, as well as the end unallocated earnings of NT$740,139,417; the remaining earnings of NT$2,156,000,000 could be distributed at cash of NT$2.2 to each sharholder’s share.

3) This proposal was approved by the Board of Directors in the 33rd session of the 32nd Board Meeting on March 27, 2015, and also reviewed and approved by the supervisors. After the proposal is approved in this general shareholders' meeting, the Board will be authorized to set up the date for dividends distribution. Furthermore, according to TSE Law No. 28-2, if Taiwan Fertilier converts or buys back its stock before the record date has therefore dulite or decrease the outstanding shares, the Board would like to ask the authorization from shareholders’ meeting to adjust the dividend distribution ratio accordingly.
4) The information on the actual objects and the amounts for 2013 employees’ bonus distribution have been disclosed in the Taiwan Fertilizer's Annual Report and Market Observation Post System.
5) Taiwan Fertilizer does not prepare financial forecast and failures to the gratis allotment for the new shares, so the gratis allotment is not applicable for the evaluation for effects on Taiwan Fertilizer’s operating performance, the surplus and shareholders' return rate for investment.
6) Taiwan Fertilizer’s 2014 Statement of Distribution of Earnings was attached (see the annex)

Resolution :

Annex

Taiwan Fertilizer Co., Ltd. 2014 STATEMENT OF DISTRIBUTION OF EARNINGS

Unit : NT$

Item	Amount	Note
I. Distributable distribution : Beginning undistributed earnings Reversal of the special reserve allocated initially pursuant to TIFRS Actuarial (loss) profit listed in retained earnings Undistributed earnings after adjustment Net profit of this year Allocated legal surplus（10%） Earnings distributable this year II. Distribution items : Shareholders’ bonus in cash (NT$2.2 per common share X 980,000,000 shares) Undistributed earnings at the end of theyear	117,568,311 18,763,575 (1,703,553)	Note 1 Note 2
	134,628,333 3,068,345,649 (306,834,565)
	2,896,139,417 (2,156,000,000)
	740,139,417
Note: 1. There is priority distribution of surplus in 2014. 2. The total of proposed distribution for this year is NT$2,269,473,684, including remuneration for directors and supervisors proposed to be distributed accounting for NT$45,389,474 and dividends for employees accounting for NT$68,084,210. 3.The cash dividend will be listed in the column of other income of the Company if it amounts less than NT$1.

Note 1: Article 237-1 of the Company Law

A company, when allocating its surplus profits after having paid all taxes and dues, shall first set aside ten percent of said profits as legal reserve.Where such legal reserve amounts to the total authorized capital, this provision shall not apply.

Note 2: Article 27-1, Articles of Incorporation of Taiwan Fertilizer

When allocating the net profits for each fiscal year, Taiwan Fertilzer shall first pay all taxes and offset its losses in previous years and set aside a legal reserve at 10% of the profit left over and set aside the special reserve or retained earnings which could be appropriated according to the business operation requirement, if necessary. Any balance of the profit after above said appropriations as well as any previously accumulated undistributable earnings shall be distributed in the following manner:

1) Remuneration for Directors and Supervisors at within 2%

2) Employees bonus at 3%
3) Remainder for Shareholders' bonus

The distribution shall be proposed by the Board of Directors and submitted to the shareholders’ meeting for their recognition.

Elections

Proposal : Election of the Company's 33rd directors (including independent directors) and supervisors.

Description:

1) The three-year tenure of the Company's current directors and supervisors will expire on June 30, 2015 and a re-election will be carried out in 2015.
2)According to the provisions of Article 16, Clause 1 and 21 of Article 16 of the Articles of Association, the Company set seven to nine directors (including independent directors) and 3 supervisors. The directors and supervisor election nomination system is employed. The 33rd meeting of the 32nd session of the board resolution has passed to re-elect nine directors (including 2 independent directors) and 3 supervisors with three-year tenure from July 1, 2015 to June 30, 2018.
3) A candidate nomination was employed for the Company's list of the 33rd session of directors (including independent directors) and supervisors. Its directors (including independent directors) and supervisors have been reviewed and passed in the 3nd interim of the 32nd board of directors. The name list is as follows:

Candidates category	Candidate name	Education background	Experience	Current post	No. of the held share (unit: share)	Government or legal person name	Other related data
Director	Lee Fu-Hsing	Graduate School of Education, Tokyo Gakugei University	Legislator	President, Taiwan Fertilizer Corp.	235,886,376	Council of Agriculture, Executive Yuan	N/A
Director	Chen Wen-De	Graduate School of Agronomy, National Taiwan University	Director, Agriculture and Food Agency, Council of Agriculture, ExecutiveYuan	Vice Minister, Council of Agriculture, Executive Yuan	235,886,376	Council of Agriculture, Executive Yuan	N/A
Director	Lee Tsang-Lang	Master, Department of Agronomy, National Chung Hsing University	Chief Secretary, Agriculture and Food Agency, Council of Agriculture, ExecutiveYuan	Director, Agriculture and Food Agency, Council of Agriculture, ExecutiveYuan	235,886,376	Council of Agriculture, Executive Yuan	N/A
Director	Liao Chen-Hsien	Taiwan Police College	Councilor, Changhua County	Executive Direc tor, Changhua County Farmers’ Association	235,886,376	Council of Agriculture, Executive Yuan	N/A
Director	Hsu Sheng-Ming	Taiwan Provincial Dajia Agricultural and Industrial Senior High School	Senior Technician, Miaoli Factory, Taiwan Fertilizer Corp.	Chairman of Workers’ Union, Miaoli Factory, Taiwan Fertilizer Corp.	235,886,376	Council of Agriculture, Executive Yuan	N/A

Candidates category	Candidate name	Education background	Experience	Current post	No. of the held share (unit: share)	Government or legal person name	Other related data
Director	Tsai Chang-Hai	M.D., Teikyo University	President of China Medical University and it Hospital; President of Asia University	President of China Medical University and its Hospital; President of Asia University	356,000	N/A	N/A
Director	Hsu Ching-Lien	Department of Law, National Chung Hsing University	Judge, Taiwan Pingtung District Court and Taiwan Kaohsiung District Court	Person in charge, Hsu Lien-Ching and Law Office	100,000	N/A	N/A
Independent Director	Hsu Ming-Tsai	Department of Tourism Management, Chinese Culture University	Mayor of Hsinchu City	President, Wan Chu Education Foundation	0	N/A	N/A
Independent Director	Shen Hui-Ya	M.A., Department of Law, National Chung Hsing University	Securities and Futures Investors Protection Center, Supervisor of Radio Taiwan International	Advisor, Public Service Pension Fund Management Board, Ministry of Civil Service, The Examination Yuan ; Solicitor of Chang Chun Law Office	0	N/A	N/A
Supervisor	Wu Yuan-Jen	Master, Department of Business Management, Tatung University	Director, Department of Capital Operations, Chunghwa Post Co., Ltd.	Vice President, Chunghwa Post Co., Ltd.	24,422,000	Chunghwa Post Co., Ltd.	N/A
Supervisor	Chen Tsai-Lai	Ph.D., Department of Business Administration, University of California, USA	President, CSBC Corporation Taiwan	Professor, National Cheng Kung University	100,000	N/A	N/A
Supervisor	Tsai Ling-Lan	Honorary Ph.D.,Pacific Union College	President, Soroptimist International of Taiwan Region; Legislator	A member of the president's national policy advisory team	135,000	N/A	N/A

4) Please refer to page 63~64 of this manual.

5) For election

Election results:

Other Matter and Discussion

Proposal : Release of Directors from Non-Competition Restrictions

(Proposed by the Board of Directors)

Description:

1) Pursuant 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) A director of the Company, if engages in acts of participation in other business operations similar or identical to the Company’s scope of operation and acts as a director or representative at the other company, shall request the Shareholders' Meeting to exempt the director from non-competition restrictions.
3) The release of director Liao Chen-Hsien from non-competition restrictions is submitted to the shareholders’ meeting for acceptation. The material information regarding the current director’s non-competition activities is as follows:

Name of the Director	Names of the other company	Position at the other company	Major business operations (activities)
Liao Chen-Hsien	Changhua County Farmers’ Association	Executive Director,	Supply and distribution of fertilizer (Fertilizer dealer of the Company)

4) This proposal was approved by the provisional Board of Directors in the 3rd interim session of the 32nd Board Meeting, and also reviewed and approved in the shareholders’ meeting.

Resolution :

Motions ：

Dismissal of the meeting ：

Annex

1.Rules of Procedure for Shareholders’ Meeting
2.Articles of Incorporation
3.Rules for Election of Directors and Supervisors
4.Rules of Procedure of the Board of Directors
5.Shareholdings of Directors and Supervisors
6.Information on the Proposed Distribution of Employees’ Dividends and Remuneration for Directors and Supervisors as Adopted by the Board of Directors of This Company
7.Effect of the gratuitous allotment of shares on operation performance, earnings per share and return rate on investment for shareholders

Annex 1

Taiwan Fertilizer Co., Ltd. Rules for Procedures of Shareholders’ Meetings

Revised in the general shareholders’ meeting of June 24, 2014

Article 1 Shareholders’ meetings of this Company, unless otherwise specified by Company Law, Articles of Association and other relevant regulations, shall be subject to these Rules.
Article 2 The shareholders as referred to in these Rules shall refer to shareholders themselves and proxies authorized by them.
Article 3 The Company shall specify the time and venue for reporting as well as other matters in its shareholders’ meeting notice.

The time for reporting shall be 30 minutes earlier before the meeting starts. The location for reporting shall be marked obviously and there are enough persons in site to deal with such reporting.

A shareholder shall attend a shareholders meeting on the basis of the attendance card, sign-in card, or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Company shall have signing books for shareholders present to sign on, or the shareholders present shall present attendance cards instead of signing of the attendance. The number of shares present shall be calculated on the basis of signing books or attendance cards so presented, as well as the shares with the voting rights exercised in writing or by way of electronic transmission.

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

Article 4 Attendance at shareholders meetings shall be calculated based on numbers of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. In passing a resolution at a shareholders' meeting, shares for which voting right cannot be exercised as provided in Article 178 shall not be counted in the number of votes of shareholders present at the meeting.
Article 5 The places where shareholders’ meetings of this Company are convened shall be the place where this Company is located or any other place that is convenient for the presence by shareholders and is suitable to the holding of shareholders’ meetings, with the time for starting meetings not earlier than 9:00 a.m. or later than 15:00 p.m.

Article 6 If shareholders’ meetings are convened by the Board of Directors, the chairman shall be acted by the chairman of the Board. When the chairman of the Board takes leave or is unable to exercise power, the chairman of the Board shall designate one director to act on his behalf. If the chairman of the Board fails to designate any proxy, directors shall elect one of them to act on behalf of the chairman of the Board.

In case a director is elected to act on behalf of the chairman of the Board, he/she shall work for the Company more than six months and shall understand the financial

conditions of the Company well. The same requirement is also applied to the corporate director who acts on behalf of the chairman of the Board.

In the case where shareholders’ meetings are convened by other persons entitled to the convening of meetings other than the Board of Directors, the chairman shall be acted by the person entitled to the convening of the meetings. When there are more than two persons entitled to the convening thereof, one person shall be elected to act for the position.

Article 7 This Company shall appoint attorneys, certified public accountants or related personnel it appointed to attend shareholders’ meeting as nonvoting delegates. Personnel conducting services for shareholders’ meetings shall wear identification certificates or armbands
Article 8 The Company shall record the proceedings of a shareholders meeting in their entirety in audio or video, including reporting, meeting proceedings, and voting proceedings.
The recording shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9 When the time of a meeting has arrived, the chairman shall announce the start of meetings, but when less than half of shareholders representing the total number of shares issued attend meetings, the chairman may announce postponement of the meeting time, provided that only two postponements may be made, and the postponement not exceeding one hour. When no more than 1/3 of shareholders representing the total number of shares issued attend a meeting after two postponements, interim resolutions shall deemed subject to the provisions set out in Clause 1 of Article 175. Each shareholder of the Company shall be given the interim resolutions as well as the notice that another shareholders’ meeting will be convened within one month.
When a meeting does not end, if the number of shares representing the shareholders present lives up to more than one half of the shares issued, the chairman shall make interim resolutions, and shall submit the same to be voted at a general meting once again subject to the provisions set out in Article 174 of the Company Law.
Article 10 If a shareholders’ meeting is convened by the Board of Directors, the procedures shall be determined by the Board of Directors, and the meeting shall be proceeded with subject to the scheduled procedures, which may not be changed unless subject to resolutions at shareholders’ meetings.
If a shareholders’ meeting is convened by persons entitled to the right of convening the meeting other than the Board of Directors, such shall be subject to the foregoing provisions. When the procedures scheduled in the foregoing two clauses are used for deliberation (including interim motions), unless subject to resolutions before the end thereof, the chairman may not forthwith declare adjournment of a meeting.
Article 11 Unless the chairman declares adjournment of a meeting in breach of these Rules of Procedures, after such adjournment, no shareholders may elect another chairman to continue the meeting at the original address or at any other place whatsoever.
Article 12 In the process of a meeting, the chairman shall declare a break for a considerable time. Before shareholders present speak at a meeting, they must fill in the notes of speeches specifying essential purposes of speeches, numbers of shareholders (or attendance numbers) and their names, and the chairman shall determine the sequence of their speeches. If shareholders present only have the notes of speech but do not speak at a meeting, such shall be deemed as no speech at the meting. If the content of speech fails to comply with that recorded in the notes of speech, the content of speech shall prevail.

When shareholders present speak at a meeting, other shareholders may not interfere with such speech unless subject to consent of the chairman of the shareholders speaking at the meeting. In the case of any breach thereof, the chairman shall stop the same.

Article 13 Every shareholder may speak for the same proposal. Unless consented to by the chairman, speaking may not exceed two times, and may not exceed five minutes. If shareholders’ speech is in breach of the provisions set out in the foregoing clause or beyond the range of deliberation, the chairman shall stop their speech.
Article 14 When a government authority or a corporation is authorized to attend a shareholders’ meeting, such authority or corporation may appoint more than one proxy to attend the meeting.
If a corporation shareholder appoints two persons or more to attend a shareholders’ meeting on its behalf, the same proposal may be spoken for by only one of them.
Article 15 After shareholders present speak at a meeting, the chairman shall make a reply in person or by designated personnel.
Article 16 Shareholders shall have one voting power for each share, except that he/she has no voting power in the circumstances set forth in the Article 179-1 of Company Law.

When this Company convenes the shareholders’ meeting, a shareholder may exercise his or her voting right in writing or by way of electronic transmission. The shareholder exercising his or her voting right in writing or by way of electronic transmission shall be deemed to have been present in the shareholders’ meeting. But for any extemporary motions or any amendments to the original proposal, such shareholder shall be deemed to have waived his or her voting right.

Any shareholder that intends to exercise his or her voting right in writing or by way of electronic transmission shall inform this Company of his or her intention in writing or by way of electronic transmission 2 days prior to the commencement of the shareholders’ meeting. In case of the intention received more than once, the intention received first shall prevail. But this clause is not applicable to the withdrawal of the intention informed previously.

If the shareholder who has exercised his or her voting right in writing or by way of electronic transmission wants to attend the shareholders’ meeting personally, the shareholder shall use the same way to withdraw his or her previous 2 days before the commencement of the shareholders’ meeting. Failure to withdraw in the given period shall result in the acceptance of the voting right exercised in writing or by way of electronic transmission. If the voting right is exercised in writing or by way of electronic transmission and a power of attorney is also issued to appoint a proxy to attend the shareholders’ meeting, the voting right exercised by the proxy shall prevail.

Except share agencies approved by trust undertakings or by competent securities authorities, if one shareholder is authorized by two or more shareholders, the voting power of its proxy may not exceed 3% of the total voting power of shares issued. In the time of excess thereof, the excess of voting power may not be calculated therein.

Article 17 The chairman of the Board shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Appointment or discharge of directors and supervisors, any changes in the Articles of Incorporation, the dismissal, merger or separation of the company, and the matters

provided in the first paragraph of Article 185 of Company Act and Articles 26-1 and 43-6 shall be itemized in the subject of convening the meeting and shall not be proposed as extemporary motions.

Article 18 Except otherwise provided in the Company Act or the Articles of Incorporation of this Company, the proposal shall be resolved with the consent of the majority of the attending shareholders with voting rights.

If there are amendments or alternatives to be resolved for a proposal, the chairman of the meeting shall combine these amendments and alternatives and decide the order of resolution. If one of the amendments or alternatives is passed, the others shall be deemed to have been rejected and shall not be arranged for resolution again.

The persons responsible for vote monitoring and counting shall be designated by the chairman of the meeting, but the persons responsible for vote monitoring shall be shareholders.

The voting or election shall be conducted publicly in the place where the shareholders’ meeting is held. After the completion of vote counting, the voting result, including the votes counted, shall be announced at the meeting and then documented.

Failing to use the votes prepared by this Company
Votes failing to be cast into vote counters
Blank votes without words or blank votes without expression of voting opinions thereon
Votes additionally mixed with other words in addition to the items that should be filled in
Votes with handwriting hard to be recognized or altered
Proxies using votes in breach of the provisions set out in the Rules for Using Letters of Authorization at Shareholders’ Meeting Attended by Public Companies.
Article 19 A shareholder may complete the power of attorney printed by this Company, indicating the scope of authorization and appointing a proxy to attend the shareholders’ meeting on the behalf of the shareholder.

A shareholder may issue the power of attorney to appoint one proxy only and the power of attorney shall be delivered to this Company 5 days prior to the commencement of the shareholders’ meeting. In case of more than one copy of power of attorney issued and delivered, the first copy of power of attorney received shall prevail. This clause is not applicable to the withdrawal of the power of attorney sent previously.

If the shareholder whose power of attorney has been delivered to this Company intends to attend the shareholders’ meeting in person or exercise his or her voting right in writing or by way of electronic transmission, the shareholder shall withdraw, in writing, his or her power of attorney 2 days before the commencement of the shareholders’ meeting. If the shareholder fails to withdraw in the given period, the voting right exercised by the proxy shall prevail.

Article 20 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 21 The chairman of the Board may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 22 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

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

Article 23 These Rules shall be implemented after they are adopted by the shareholders’ meeting, wit revision thereof as the same.

Annex 2

Articles of Incorporation Of Taiwan Fertilizer Co., Ltd.

Amended in the general shareholders’ meeting of June 24, 2014

Chapter I. General Provisions

Article 1 This Company is incorporated under the Company Law and named Taiwan Fertilizer Co., Ltd.
Article 2 The scope of business of this Corporation shall be as follows:
C801010 Basic Industrial Chemical Manufacturing
C801020 Petrochemical Manufacturing
C801110 Fertilizer Manufacturing
C801990 Other Chemical Materials Manufacturing
C802100 Cosmetics Manufacturing
C802170 Poisonous Chemical Material Manufacturing
C802990 Other Chemical Products Manufacturing
CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CE01030 Photographic and Optical Equipment Manufacturing
F102180 Wholesale of Alcohol
F107050 Wholesale of Manure
F107060 Wholesale of Virulence Chemical Substance
F107080 Wholesale of Environment Medicines
F107200 Wholesale of Chemistry Raw Material
F107990 Wholesale of Other Chemical Products
F108040 Wholesale of Cosmetics
F113070 Wholesale of Telecom Instruments
F119010 Wholesale of Electronic Materials
F203030 Retail Sale of Alcohol
F207050 Retail Sale of Manure
F207060 Retail Sale of Virulence Chemical Materials
F207080 Retail Sale of Environment Medicine
F207200 Retail sale of Chemistry Raw Material
F207990 Retail Sale of Other Chemical Products
F208040 Retail Sale of Cosmetics
F212011 Gasoline Stations
F212990 Retail Sale of Other Petroleum Products and Fuels
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F301010 Department Stores 31. F301020 Supermarkets

32. F401010 International Trade

F501060 Restaurants
G202010 Parking Garage Business
G406061 Harbor Cargoes Forwarding Services
G801010 Warehousing and Storage
H701010 Residence and Buildings Lease Construction and Development
H701020 Industrial Plant Buildings Lease Construction and Development
H701040 Specialized Field Construction and Development
H701050 Public Works Construction and Investment
H703010 Lease of Factory Buildings
H703020 Lease of Warehouse
H703030 Lease of Business Buildings
I301010 Software Design Services
I301020 Data Processing Services
I301030 Digital Information Supply Services
I401010 General Advertising Services
J101030 Waste Disposing
J101040 Waste Disposing
J101060 Wastewater (Sewage) Treatment
JA01990 Other Automobile Services
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
(After the relevant business license is obtained,.the Harbor Cargoes Forwarding Services as specified in the Item 35 shall be approved by the competent authority.)
Article 3 The total reinvestments made by this Company shall not exceed the net value listed in the latest financial statements audited or examined by CPAs, and are not subject to Article 13 of Company Act, which regulates the total reinvested amount not to exceed the 40% of the paid-in capital. Total reinvestments made by this Company in non-core business shall not exceed the 100% of the paid-in capital of this Company.
Article 4 The main office of this Company shall be in Taipei City. When demand necessary, branches may be set up on domestic and/or foreign localities. Any establishment, changes or dissolvation of the branches shall be subject to the resolution of the Board of Directors.
Article 5 All notifications of this company shall be dispatched in circular letters and be published in the conspicuous place of current newspapers of its office, except that stipulated by the securities authorities.

Chapter II. Stocks

Article 6 The authorized capital of this Company shall be NT$9,800,000,000.00 in 980,000,000 common shares of capital stock with par value at NT$10 each; all shares are issued.
Article 7 This Company may issue registered stock without printing share certificates, provided that, any shares shall be recorded by a centralized securities custodian or placed under the custody of such custodian.
Article 8 Registration of share transfers on our share register shall be suspended for sixty (60) days

prior to any ordinary meeting of shareholders, thirty (30) days prior to any extraordinary meeting of shareholders, and five (5) days prior to any date on which dividends, bonuses or any other benefits are scheduled to be distributed by this Company.

Chapter II. Shareholders’ Meetings

Article 9 Shareholders meetings may be ordinary meetings or extraordinary meetings. Ordinary meetings shall be convened annually by the Board of Directors within six months after the end of each fiscal year. Unless the Company Law otherwise provides, when necessary, the extraordinary meeting will be convened by the board of directors or supervisors. If there are shareholders with more than 3% of the total number of the issued shares for more than one year, the proposed matters and the reasons should also be written and requested the Board of Directors to convene it.
Article 10 The meeting date, location and the convened subject matters of the ordinary meeting of the shareholders should be notified for each of the shareholder in 30 days before the date of meeting, 15 days for the extraordinary of the meeting. For the shareholders with less than one thousand registered stocks, the convened notice of the Ordinary shareholders’ meeting shall be notified in 30 days before the meeting, in 15 days for the Extraordinary Shareholders' Meeting by the announcement.
Article 11 Any shareholder who is unable to attend a shareholders’ meeting may appoint a proxy to attend any shareholders’ meeting by delivering to this Company a proxy form printed by this Company specifying the scope of proxy, with his/her seal or signature as registered.
Shareholders of this Company may exercise their rights of voting electronically in accordance with the authorities. A shareholder exercising his or her right of voting eclectonically shall be deemed to have exercised the right of voting at the applicable meeting. Relevant matters shall be taken care of in accordance with applicable laws and regulations.
Article 12 Unless the Company Act or relevant laws otherwise provides on the higher percentage of the shareholders, the Shareholders' meeting should be resolved based on the present represented shareholders with more than half numbers of the total numbers of issued shares and the agreement of a majority of the shareholders' voting rights.
Article 13 Whereas the Shareholders' meeting convened by the Board of Directors, the chairman is chaired by the chairman of the board meeting. When the chairman is on leave or unable to exercise their functions and powers, the chairman shall appoint an agent from the directors. When the chairman doesn’t appoint any agent, one agent can be elected from one director by the recommendation from each other.

The appointed director to be the chairman shall have been served as a director for more than 6 months and know the financial status of this Company very well; this clause is also applicable to any representative of a corporation to be appointed as chairman.

The chairman should be the person with convened rights whereas the meeting would be convened by the person other than that of the Board of Directors. When there are more than two persons with convened rights, one person can be recommendated from each

other as the chairman.

Article 14 Unless otherwise specified in laws or regulations, each shareholder shall be entitled to one vote for each share owned.
Article 15 The shareholders' meeting shall keep its resolution record which shall indicate the date and location which the meeting was held, the name of Chairman, the resolution events and how they were resolved. This record shall be completed with the signature and seal of the Chairman, and shall be sent to each shareholder within 20 days after the shareholders’ meeting is held. The above procedure rules can be distributed by the announcement.

Chapter IV. Directors and Supervisors

Article 16 The Company will have seven to nine Directors elected from the capable shareholders with the three-year term, and the Directors can be re-elected. The total shares of the registered stocks of the Company from all directors and supervisors should be in accordance with the provision of the implementation rules about the ratio for voting right of directors, supervisors of the public offered company and the verification.
During the terms of the Company's directors and supervisors, the executive business scope should include the liability to purchase the liability insurance in accordance with the laws.
Article 16-1 The independent directors among the directors of this Company shall not be less than 2 persons and shall not be less than one-fifth of the directors.
A candidate nomination system is adopted for the election of independent directors and non-independent directors. Shareholders shall elect independent directors and non-independent directors from among the candidates listed in the slate at the shareholders’ meeting. The independent directors election and the non-independent directors election shall be held together and the number of independent and non-independent directors elect shall be counted separately.
An independent director’ professional qualifications, shares held, restrictions on part-time jobs, nomination and appointment methods and other matters to be complied with shall be dealt with in accordance with applicable regulations provided by the securities authority.
Article 17 The directors have the responsibility to organize the Board of Directors, and the Chairman of the Board should be elected from the directors among themselves. The Chairman of the Board represents the Company from the external aspect, the meeting of the shareholders and the Chairman of the Board from the internal aspect, and comprehensively manages the affairs of the Company based on the guidance of the Board of Directors.

Article 18 The responsibilities of the Board of Directors are as follows:

Approval of business plans and financial guidelines; 2 Approval of business plans and supervision of approval and execution thereof; 3. Approval of budgets and final accounting; 4. Working out any increase or decrease in capital; 5. Approval of issue of corporate bonds;

Working out distribution of earnings or making good deficits;
External significant contracts and acquisition, transfer and grant of important
- expertise and patent rights as well as approval, revision and termination of technical cooperation contracts;
Revision and preparation of the Company’s articles of association;
Approval of organization rules and important articles of association of the Board of Directors and the Company;
Conclusion of the establishment, modification and cancellation of branches;
Appointment and removal of the general manager and vice general managers;
Appointment and removal of certified public accountants for the Company;
Review of endorsement, commitments and limits of acceptance in the name of the Company;
Approval of significant transactions between interested parties (including related enterprises);
Convening meetings of shareholders; and
Other power entitled to according to regulations and resolutions of the meeting of shareholders.
Article 19 The Board of Directors shall have one regular meeting each month. An interim meeting shall be summoned by the chairman of the Board in the case of emergency or upon request of more than one half of directors, with the chairman of the Board as the chairman of the meeting. When the chairman of the Board fails to exercise his power when taking leave or for any other reason whatsoever, the chairman of the Board shall appoint one of the directors to act on his behalf. If the chairman of the Board fails to designate any proxy, one person shall be elected by the directors.

In the case where directors fail to be present at a meeting for some reason, they shall entrust other directors in writing to act for and on behalf of them in exercising power.

Article 20 Unless otherwise specified by the Company Law or relevant regulations, the resolutions of the Board of Directors must have more than one half of directors present with consent of more than one half of the directors present. There shall be the signature and seal of the chairman attached to journals and such shall be subject to the provisions set out in Article 15 of these Articles of Incorporation.
Article 21 This Corporation will have seven (7) directors who shall be elected by shareholders with the legal capacity. The term of office of each director shall be three (3) years. The directors are eligible for re-election after the expiry of their term of office.
Article 22 The power of supervisors shall be as follows:
To review financial standing of the Company; 2. To review the Company’s books and documents; and 3. Other power entitled to by regulations and resolutions of meetings of shareholders.
Article 23 The remuneration for the chairman of the Board shall be calculated on the basis of 1.25 times the income payable to the general manager. The remuneration for other directors and supervisors shall be paid on the basis not exceeding the standards of the highest pay for employees of this Company.

Chapter V. Managers

Article 24 There is one general manager for the Company, who shall deal with all business and direct and supervise the employees by observing decisions and guidelines of the Board of Directors and obeying orders of the chairman of the Board. There will be 2 to 4 vice general managers, who shall assist the general manager in dealing with business. The employment, dismissal and remuneration of the said managers shall be subject to the Article of the Company Law.

Chapter VI. Accounting

Article 25 The Company’s accounting year shall start on January 1 and end on December 31. The financial statements of the Company shall be prepared at the end of each accounting year.
Article 26 The Board of Directors shall prepare and issue the following statements at the close of each accounting year with certification of the certified public accountant and with the approval of supervisor thirty days before shareholders’ meeting, and shall submit the statements to the shareholders' meeting for acknowledgement.
Business report; 2. Financial statement; and 3. Proposal for distributing earnings or covering losses.
Article 27 Any earning after final accounting by this Company each year shall be made good for deficit for previous years after payment of taxes by law, and if there are still earnings, there shall be provision for 10 percent of statutory surplus reserve, and there shall also be provision for or transfer of special surplus reserve by law, and then the balance and total retained earnings for the previous year shall serve as the distributable earnings, but they shall be retained by discretion as business requires or there shall be provision for special surplus reserve by discretion before they will be distributed at the percentage below:
Remuneration for Directors and Supervisors at within 2% 2. Employees bonus at 3% 3. Shareholders' bonus

For the foregoing matters, the Board of Directors shall provide the proposal for surplus distribution on a yearly basis, and present the same to the executive meeting of shareholders for resolution.

For the foregoing item, it is required to distribute all or part of dividends and dividends for employees, and such shall be conducted in the manner of issuing new shares by the Board of Directors subject to the provisions under the Company Law.

The shareholders’ dividends of this Company shall reference diversified operation of business and characteristics of changes in economic boom with consideration taken to the demand of life cycles of products or services on future funds as well as business development and shareholders’ equity. For the payment of shareholders’ dividends, except substantial investment plans, significant changes in financial standing, substantial changes in operation and productivity expansion or other substantial capital

expenditure and other capital demands for that year, the cash dividend distribution ratio shall be on the whole not be lower than 10 percent of the total dividends for that year, and shall be submitted to the meeting of shareholders for consent before the same is handled.

Chapter VI. Supplemental Provisions

Article 28 As required by the business of the Company, it shall be necessary to conduct external guarantee subject to the provisions set out in the Operating Procedures for Capital Loans and Endorsement Guarantee worked out based on “the Treatment Standards for Capital Loans and Endorsement Guarantee by Public Companies”.
Article 29 Any matters not provided for in the Articles of Incorporation shall be dealt with in accordance with the Company Law and other relevant laws

Article 30 The organizational rules and by-laws of this Company shall be prescribed separately.

Article 31 This suit of Articles of Incorporation was initially set forth in the meeting of June 4, 1947 when this Company was established. Amendment was made in the shareholders’ meeting of Sept. 1, 1952. Amendment was made in the extraordinary shareholders’ meeting of June 19, 1953. Amendment was made in the shareholders’ meeting of April 5, 1954. Amendment was made in the shareholders’ meeting of March 31, 1955. Amendment was made in the shareholders’ meeting of April 25, 1958. Amendment was made in the extraordinary shareholders’ meeting of November 15, 1958. Amendment was made in the shareholders’ meeting of May 14, 1959. Amendment was made in the first extraordinary shareholders’ meeting of May 10, 1960. Amendment was made in the second extraordinary shareholders’ meeting of Oct. 21, 1960. Amendment was made in the shareholders’ meeting of April 29, 1961. Amendment was made in the shareholders’ meeting of March 18, 1963. Amendment was made in the shareholders’ meeting of March 22, 1964. Amendment was made in the shareholders’ meeting of March 31, 1965. Amendment was made in the shareholders’ meeting of August 16, 1967. Amendment was made in the shareholders’ meeting of August 20, 1969. Amendment was made in the shareholders’ meeting of Sept. 15, 1970. Amendment was made in the shareholders’ meeting of Oct. 6, 1972. Amendment was made in the shareholders’ meeting of Mar. 2, 1974. Amendment was made in the shareholders’ meeting of July 24, 1976. Amendment was made in the shareholders’ meeting of May 14, 1982. Amendment was made in the shareholders’ meeting of May 20, 1983. Amendment was made in the shareholders’ meeting of May 23, 1986. Amendment was made in the shareholders’ meeting of May 22, 1987. Amendment was made in the first extraordinary shareholders’ meeting of Nov. 30, 1987. Amendment was made in the shareholders’ meeting of Sept. 27, 1980. Amendment was made in the shareholders’ meeting of Sept. 21, 1991. Amendment was made in the shareholders’ meeting of Sept. 17, 1993. Amendment was made in the shareholders’ meeting of Sept. 29, 1994.

Amendment was made in the first extraordinary shareholders’ meeting of May 20, 1995. Amendment was made in the shareholders’ meeting of Sept. 30, 1995. Amendment was made in the shareholders’ meeting of Sept. 30, 1996. Amendment was made in the shareholders’ meeting of Sept. 27, 1997. Amendment was made in the shareholders’ meeting of Nov. 10, 1999. Amendment was made in the first extraordinary shareholders’ meeting of May 16, 2000. Amendment was made in the shareholders’ meeting of June 26, 2001. Amendment was made in the shareholders’ meeting of June 21, 2002. Amendment was made in the shareholders’ meeting of June 23, 2003. Amendment was made in the shareholders’ meeting of June 25, 2004. Amendment was made in the shareholders’ meeting of June 24, 2005. Amendment was made in the shareholders’ meeting of June 14, 2006. Amendment was made in the shareholders’ meeting of June 13, 2007. Amendment was made in the shareholders’ meeting of June 16, 2009. Amendment was made in the shareholders’ meeting of June 17, 2010. Amendment was made in the shareholders’ meeting of June 22, 2011. Amendment was made in the shareholders’ meeting of June 27, 2012. Amendment was made in the shareholders’ meeting of June 25, 2013. Amendment was made in the shareholders’ meeting of June 24, 2014.

Annex 3

Procedures for the Election of Directors and Supervisors of Taiwan Fertilizer Co., Ltd.

Amended in the general shareholders’ meeting of June 24, 2014

Article 1 : The election of directors and supervisors of this Company shall be subject to these Procedures unless otherwise specified by the Company Law or other regulations.
Article 2 : This Company adopts the candidate nomination system for the election of independent directors, non-independent directors and supervisors. Shareholders shall elect such number of directors and supervisors as provided in the Article of Incorporation of this Company from the slate of candidates.

The candidates with more votes, based on the votes from electronic communication platforms and the votes casted at the meeting, shall be elected as independent directors, non-independent directors or supervisors. If two or more candidates have the same number of votes for the seats limited, the candidates with the same number of votes shall draw lots to decide. The chairman of the meeting shall draw lots on behalf of any candidate not attending the meeting in person.

If a shareholder is elected as director and supervisor at the same time, the shareholder shall decide at his or her discretion to serve as director or supervisor. If the shareholder fails to make the decision, the shareholder shall be deemed as director. If any elected director or supervisor is not qualified or incompetent to meet the requirements of applicable laws and statutes, the candidate with the second highest votes shall replace his or her position.
Article 2-1 : The qualifications and election of this Company’s independent directors shall meet the requirements provided in Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and applicable laws and statutes.
Article 2-2 : The independent directors and non-independent directors of this Company shall be elected at the same time and the numbers of the elected independent and non-independent directors shall be counted separately. The candidates with more votes are elected as independent directors and non-independent directors.
Article 3 : In the time of election of directors and supervisors of this Company, the single accumulative disclosed ballot way is used, with each share having the right to vote corresponding to the same number of directors and supervisors to be elected. Shareholders shall elect several persons from the ballots in a centeralized manner, provided, however, that in the time of distribution of several persons, the total of the number of rights to vote may not exceed the total umber of rights to vote.
Article 4 : If shareholders authorize agents to cast ballots, except trust entities or share service agencies as approved by the competent securities authorities, when one person is entrusted by more than two shareholders, the voting power represented may not exceed 3% of the total voting powers of the outstanding shares. The excess voting power may not be calculated therein.
Article 5 : Electoral votes are produced and printed by the Board of Directors, and they are coded by presence certificate numbers with seals of the number of rights to vote affixed thereon. Each shareholder present will be provided with one Electoral vote. Electros must specify

names of the selected persons and account names of shareholders in the column of “the elected persons”. If any elected person does not have the capacity of a shareholder, he shall specify the name and ID number of the elected person. However, when the government or a corporation is the elected person, it is necessary to specify the name of such a government or a corporation, and it is also necessary to specify the name of such a government or a corporation as well as the name of its representative; when there are several representatives, it is necessary to add names of such representatives.

Article 6 : Before election, the chairman shall designate two scrutineers from shareholders present.
Article 7 : Electoral votes under any of the circumstances listed on the left shall be invalid, and the number of rights within such Electoral votes may not be calculated under such elected persons.
Failing to fulfill the check-in procedures.
Using ballots other than produced and printed by the Board of Directors of this Company.
Handwriting being careless and unable to be distinguished.
The elected persons on Electoral votes exceeding the required quota.
The total number of rights to vote by elected persons exceeding the total number of rights to vote.
Altering words on ballots or having other words other than content that should be filled in.
Electoral votes not thrown in ballot boxes and blank ballots without word written on them.
Information filled in about the electors failing to be specified subject to Article 5 or verified noncompliance therewith.
Article 8 : After completion of vote casting, votes will be disclosed on the site under the supervision of vote supervisors, with results of such disclosure to be forthwith declared by the chairman.
Article 9 : The directors and supervisors successfully elected shall be given the written notices by the Company.
Article 10: Any matters as not set out under these Procedures shall be subject to the Articles of Incorporation of this Company, the Company Law and other relevant regulations.
Article 11: These Procedures shall be implemented after they are adopted by the meeting of shareholders, with the same as the case of revision.

Annex 4

Taiwan Fertilizer Co., Ltd. Rules of Procedure of the Board of Directors

Article 1 To set up and improve the board governance system, give play to the desired functionality, under the legality of official business discussion and resolution, the company developed the rules in accordance with the Company Law, Listing Company Governance Codes of Practice, Articles of Association and the related ordinances for compliance. Article 2 The Board of Directors shall exercise office powers according to the Company Law, Articles of Association and relevant laws, as well as the resolutions of shareholder meeting. Article 3 The Board of Directors shall follow the principle of one meeting per month. In the case of emergency or upon the request of a majority of directors, the chairman of the board shall convene the meeting. In the case of the absence of the chairman, a board director shall be designated by the chairman as the agency. If the chairman didn't specify the agent, the agent shall be recommended by directors.

After the re-election of each session of directors, the director with the highest votes shall convene the meeting within 15 days after the re-election.

Article 4 Before the meeting of the Board of Directors, directors and supervisors shall be notified 7 days in advance and specify the meeting time, location, reasons for convening In the case of temporary or emergency motion needed to be included in the agenda, the motion information shall be distributed temporarily.

When convening an interim meeting, temporary notification is necessary. But according to the matters of Article 14, except for urgent circumstances or justified reasons, it shall be listed in the convening reasons and not be proposed by temporary motion.

Article 5 The convening of board meeting shall be in the location of the company and in the office hours. But for business needs, it can also other site and time according to the convenience of directors.

Article 6 Signature book shall be prepared in the board meeting and all the attending directors, supervisors and other participants are required to sign. Directors shall attend in person. If they cannot attend but commission other directors to perform the power, the power of attorney shall be issued and list the scope of authorization.

Article 7 If the board meeting is convened in the way such as video conferencing, the presence

of directors shall be deemed as attend in person, but the fax shall be signed as signature.

Article 8 Supervisors must attend a board meeting to represent ideas, ask questions, but not participate in the voting.
Article 9 In the convening of board meeting, the related department managers should attend the meeting, report the company's business profile and reply the questions of directors or supervisors. Accounts, lawyers or other professionals can be invited to attend the meeting to provide expert advice and necessary information for reference.
Article 10 The board meeting process shall be recorded for evidence and kept for at least five years in the way of electronic files. However, before the expiration of retention period, in the occurrence of board meeting related litigation, the relevant audio or video shall continue to be kept, not applying for the provisions of at least 5 years' storage.

In the holding of video conference, the meeting recording or video data shall be deemed as one of the meeting record and kept forever.

Article 11 The company's contents for discussion shall at least include the following matters: 1. Report matters (1) Last meeting minutes and implementation situation.
- (2) Important financial business report.
- (3) Internal audit service report.
- (4) Other important report matters.
Discussion
- (1) Discussion items reserved from the last meeting.
- (2) Reserved discussion matters in this meeting.
Extempore motion
Article 12 When more than half of the directors attend the meeting, the chairman of the board shall immediately declare the beginning of meeting. If less than half of the directors attend the meeting, the chairman of the board shall declare the meeting postponed and the delayed time shall not exceed one hour. If the number of directors is still in deficiency, the chairman shall declare to postpone the meeting and do not make fake resolution. After the delay, the rules of procedures shall be re-convened.
Article 13 The board meeting shall follow the scheduled agenda, and shall be changed with the consent of more than half of the attending directors. Before the end of the scheduled agenda (including temp motion), without the resolution, the chairman shall not declare the meeting over. In the process of conference, the chairman shall decide the time for rest or negotiation.
The designated discussion unit of the board of directors is the board office. The office shall prepare the content of the meeting and provide enough conference data to be sent upon convening a meeting.

If the directors deem the meeting information is insufficient, they may request

supplement from the office. If more than half of the directors deem the data are still not enough, it shall be reviewed after the resolution of the board of directors.

Article 14 The following matters should be submitted to the company's board of directors for discussion:
The company's business plan.
Annual financial report and semi-annual financial report
According to the provision of Clause 1 of Article 14, Securities and Exchange Act (hereinafter referred to as Stock Exchange Act), set or revise the internal control system.
According to the provision of Clause 1 of Article 36 of Stock Exchange Act, the preparation or amendment of assets acquisition or disposition, engaging in derivative transactions, loans to others endorsement for others or provide major financial or business behavior procedures.
Raising, distribution or private placement of equity securities.
Appointment and removal of financial, accounting or internal auditing officer.
According to Clause 3 of Article 14 of Securities Exchange Act, other significant matters provided by the shareholder meeting, board meeting or competent authority according to law, statute or resolution.
Article 15 The speeches of directors or supervisors shall get the consent from the chairman, and shall not include personal attack, views beyond the topics or repetition of other directors' speeches. Any irrational move or interference shall be stopped by the president.
Article 16 After discussion, when the chairman holds the motion reaches the level for voting, it shall enter the voting procedure and each director has the right to vote. The voting of the motion without objection shall be deemed as passing, with the effectiveness the same as the voting.
Any dissident shall be put to the vote. The ways of voting may include a show of hands, roll call or voting. If there is still disagreement, the views of the majority shall prevail.
For the resolution of the board, if any violation of relevant laws and regulations and cause damage to the company, director showed objection with record or written statement can be free from responsibilities.
Article 17 For the resolution of the Board, except for the provision of Company Law, the Articles of Association or relevant decrees, more than half of the directors shall present, with the consent of a majority of directors.
For amendment or substitution of the same motion, the chairman shall decide the voting sequence. If one case is passed, other cases shall be deemed as veto, without the need of further voting.

The results of the vote shall be field at the site and make a record.

Article 18 For the motions listed by the board meetings, for the involvement of the stakes, resulting in the damage of the company interests, or the directors deem the avoidance,

or the board meeting deems it is necessary to avoid, not agents or directors shall not participate in the voting. For any violation of avoidance, the director's voting is invalid.

Article 19 Board meeting shall be made as a journal to record the following matters in detail:
Conference sessions (or year), time and place.
Name of the chairman.
Attendance of directors, including the name and number of attending, leaving and absent persons.
Name and titles of attendants.
Name of the record.
Report matters.
Matters for discussion: methods and results of each motion resolution, directors, supervisors, specialists and other staff speech summary, objections or reservations and have a record or a written statement, an important part of the stakes instructions, which should be avoided or not grounds for disqualification, avoiding situations, objections or reservations.
Extempore motion: name of the proposer, resolution method and results, directors, supervisors, specialists and other staff's speech summary shall make record.
- Objectives or reservations and have a record or a written statement.
Other items shall be recorded The journal shall be signed or sealed by the chairman or record keeping personnel, which shall be distributed to directors or supervisors within 20 days after the meeting and listed in the company's important files and saved in the existence of the company.
Article 20 Except for Article 14 which shall be submitted to the board of directors, during the adjournment of the board, the board shall follow the provisions of laws, Articles of Association or "Board-cum-manager form of responsibilities", authorize the exercise of the power of the board, its authorized level, content or matters shall be specific, clear, rather than generalized authorization.
Article 21 For board resolutions, any major provisions of the message such as decree, Taiwan Stock Exchange Corporation, juridical person Republic of China securities counter trading center, etc, shall send the content to the public information observatory within the stipulated time.
Article 22 Matters not covered in the present rules shall be handled according to the company law, the company's Articles of Association and other relevant laws and regulations.
Article 23 The rules are implemented after being adopted by the board of directors and submit to the shareholder meeting.
The newly added courses of this Rules of Procedure have been implemented since January 1, 2007.

Annex 5

Taiwan Fertilizer Co., Ltd. Shareholdings of Directors and Supervisors

According to the Article 26 of the Securities and Exchange Law, the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, and the Articles of Incorporation of Taiwan Fertilizer, all of Taiwan Fertilizer’s Directors are required to hold in the aggregate not less than 39,200,000 Taiwan Fertilizer shares, and all of Taiwan Fertilizer’s Supervisors, not less than 3,920,000 Taiwan Fertilizer shares.
As of April 26, 2015 when the registration of share transfers on Taiwan Fertilizer share register was suspended, the shareholding of individuals and Directors as well as Supervisors of Taiwan Fertilizer are as follows:

Position	Name	Number of Common Shares	Percentage of Shareholding
Chairman	Council of Agriculture, Executive Yuan Representative：Lee Fu-Xing	235,886,376	24.07%
Director	Council of Agriculture, Executive Yuan Representative：Chen Wen-De
Director	Council of Agriculture, Executive Yuan Representative：Lee Tsang-Lang
Director	Council of Agriculture, Executive Yuan Representative：Lee Shih-Yu
Director	Council of Agriculture, Executive Yuan Representative：Lin Chien-Rong
Director	Tsai Chang-Hai	356,000	0.04%
Director	Hsu Ching-Lien	100,000	0.01%
Total number of shares which the Directors together hold		236,342,376	24.12%
Supervisor	Chunghwa Post Co., Ltd. Wu Yuan-Jen	24,422,000	2.49%
Supervisor	Chen Tsai-Lai	100,000	0.01%
Supervisor	Tsai Ling-Lan	135,000	0.01%
Total number of shares which the Supervisors together hold		24,657,000	2.51%

Annex 6

Information on the Proposed Distribution of Employees’ Dividends and Remuneration for Directors and Supervisors as Adopted by the Board of Directors of This Company:

1. Proposed distribution of employees’ dividends at cash and/or stocks as well as remuneration for directors and supervisors as adopted by the board of directors :	1. Proposed distribution of employees’ dividends at cash and/or stocks as well as remuneration for directors and supervisors as adopted by the board of directors :
Dividends at cash for employees	NT$68,084,210
Share dividends for employees	N/A
Amount of remuneration for directors and supervisors	NT$45,389,474
2. Number of dividend shares proposed to be distributed to employees and the percentage of the surplus transferred into increased capital :
Number of dividend shares for employees	0
Percentage of surplus transferred into increased capital	0%
3. Retained earnings per share calculated based on the proposed distribution of dividends for employees and remuneration for directors and supervisors :
Proposed earnings per share	NT$3.13

Annex 7

Effect of the gratuitous allotment of shares on operation performance, earnings per share and return rate on investment for shareholders :

Not applicable. In 2014, there has been no circumstance of gratuitous allotment of shares.

AI assistant

TFC — AGM Information 2015

51902_rns_2015-07-09_b4342f9f-c163-4626-b342-21e836b09216.pdf

Taiwan Fertilizer Co., Ltd.

2015 Annual General Shareholders’ Meeting

Handbook

June 24, 2015

Table of Contents

Taiwan Fertilizer Co., Ltd. 2015 Annual General Shareholders’ Meeting Meeting Procedure

Agenda :

Report Item 1

Description : 2014 Business Report

Business Report

I. Preface

II. Status of Operations

(1) Production and marketing

(2) Revenue and profit

(3) Financial structure

(4) Investment planning

III. Prospect

Lee Fu-Hsing

Huang Li-Yuan

Chien Chao-Jen

Report Item 2

Supervisors' Report for FY 2014

Report Item 3

Resolution :

Annex

Taiwan Fertilizer Co., Ltd. Comparison of Amendments of Rules of Procedure of the Board of Directors

Report Item 4

Item: Establishment of Ethical Corporate Management Best Practice Principles for Taiwan Fertilizer Co., Ltd.

(Proposed by the Board of Directors)

Description:

Resolution :

Ethical Corporate Management Best Practice Principles for Taiwan Fertilizer Co., Ltd.

Acce tance and Discussion 1 p

(Proposed by the Board of Directors)

Resolution :

Taiwan Fertilizer Co., Ltd.

Individual Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report

March 27, 2015

Notice to Readers

TAIWAN FERTILIZER CO., LTD.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In New Taiwan Dollars)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

TAIWAN FERTILIZER CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Taiwan Fertilizer Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars Except Amount Per Share)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Taiwan Fertilizer Co., Ltd. and Affiliates

Combined Financial Statements as of and for the Year Ended December 31, 2014 and Independent Accountants’ Review Report

REPRESENTATION LETTER

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

Notice to Readers

TAIWAN FERTILIZER CO., LTD. AND AFFILIATES

COMBINED BALANCE SHEET (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

TAIWAN FERTILIZER CO., LTD. AND AFFILIATES

COMBINED STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

TFC AGM Information 2015