Stock No.: 1722

TAIWAN FERTILIZER CO., LTD.

2026 General Shareholders' Meeting Meeting Handbook

May 27, 2026

Meeting Room 401, 4 F., No. 1, Jingmao 2nd Rd., Nangang Dist., Taipei City

(Taipei Nangang Exhibition Center, Hall 1)

Type : Physical shareholders' meeting

Meeting Agenda...1
Report Item...2
I. The Company’s 2025 Annual Business Report...2
II. Audit Committee’s Review Report on the Company’s 2025 Financial Statements...6
III. The Company’s 2025 Report on Remuneration for Directors, Employees, and Base-level Employees...7
Ratification...8
I. The Company’s 2025 Annual business report and financial statements...8
II. The Company’s 2025 Profit Distribution Proposal...27
Discussion...29
I. Partial Amendments to the Company’s Regulations “Governing the Acquisition and Disposal of Assets”...29
II. Proposal to Lift the Non-Compete Restriction on Independent Director Ming-Jang Weng of the Company’s 36th Board of Directors...36
Extemporary Motion...37
Appendices...38
I. Rules of Procedure for Shareholders’ Meeting of Taiwan Fertilizer Co., Ltd...39
II. Articles of Incorporation of Taiwan Fertilizer Co., Ltd...46
III. Procedures for the Acquisition and Disposal of Assets of Taiwan Fertilizer Co., Ltd...56
IV. Status of Share Ownership by Directors (Independent Directors)...81

TAIWAN FERTILIZER CO., LTD.

2026 General Shareholders’ Meeting Agenda

Type : Physical shareholders’ meeting

Date : May 27, 2026 9:00 AM (Wednesday)

Venue : Meeting Room 401, 4 F., No. 1, Jingmao 2nd Rd., Nangang Dist., Taipei City
(Taipei Nangang Exhibition Center, Hall 1)

Agenda :

I. Meeting called to order: Report the number of shares represented by the shareholders present.

II. Speech given by the chairman

III. Report Items

The Company’s 2025 Annual Business Report.
Audit Committee’s Review Report on the Company’s 2025 Financial Statements.
The Company’s 2025 Report on Remuneration for Directors, Employees, and Base-level Employees.

IV. Ratifications

The Company’s 2025 Annual Business Report and Financial Statements.
The Company’s 2025 Profit Distribution Proposal.

V. Discussions

Partial Amendments to the Company’s Regulations “Governing the Acquisition and Disposal of Assets”.
Proposal to Lift the Non-Compete Restriction on Independent Director Ming-Jang Weng of the Company’s 36th Board of Directors.

VI. Extemporary Motion

VII. Meeting Adjourned

Report No.1

Subject: The Company’s 2025 Annual Business Report.

Description:

I. The 2025 business report of the Company has been examined by the 3rd Audit Committee in the 11th meeting on March 4, 2026, and approved at the 10th meeting of the 36th Board of Directors on March 4, 2026.

II. Attached please find the Company’s 2025 business report.

Business Report

I. Preface:

In review of the year 2025, the international landscape was characterized by the coexistence of geopolitical risks and AI-driven economic growth. The global economy, driven by demand for artificial intelligence (AI) applications, maintained moderate growth despite challenges from a high base period. However, escalating geopolitical conflicts, renewed trade disputes, and policy uncertainties within the U.S. government have introduced significant uncertainty to global trade. Amid the continued high levels of international raw material prices, the Company has persistently contributed to stabilizing Taiwan. Through the efforts of the management team and all employees, the Company achieved a consolidated net profit of NT$932,239 thousand for the current period.

II. Operations Overview:

(I) Production and Sales:

In 2025, the Company produced 512,764 metric tons of fertilizer products, a decrease of 19.35% compared to 2024, and 174,063 metric tons of chemical products, a decrease of 7.15% compared to 2024. In 2025, the Company sold 600,139 metric tons of fertilizer products, a decrease of 2.35% compared to 2024, and 123,355 metric tons of chemical products, a decrease of 2.18% compared to 2024.

(II) Revenue and Profitability:

Parent Company Only Financial Statements

For the fiscal year 2025, the Company recorded operating revenue of NT$11,703,756 thousand, an increase of 1.62% compared to NT$11,517,221 thousand in 2024. Operating net profit was NT$203,312 thousand, a decrease of 48.7% from 2024. Non-operating net income was NT$919,096 thousand, a decrease of 23.5% compared to 2024. Net income for the period was NT$932,239 thousand, a decrease of 52.57% compared to 2024.

Consolidated Financial Statements

For the fiscal year 2025, the Company’s operating revenue was NT$12,087,709 thousand, an increase of 1.81% compared to NT$11,873,258 thousand in 2024. Operating net income was NT$362,088 thousand, a decrease of 34.13% compared to 2024. Non-operating net income amounted to NT$798,459 thousand, a decrease of 26.62% compared to 2024. Net income for the period was NT$932,239 thousand, a decrease of 52.57% compared to 2024.

(III) Financial Structure:

Parent Company Only Financial Statements

As of December 31, 2025, the Company maintains a sound financial structure, with total assets of NT$81,234,242 thousand, liabilities of NT$26,959,549 thousand, a debt ratio of 33.19%, equity of NT$54,274,693 thousand, and net asset value per share of NT$55.38.

Consolidated Financial Statements

As of December 31, 2025, the Company maintains a sound financial structure, with total assets of NT$81,524,634 thousand, liabilities of NT$27,249,941 thousand, a debt ratio of 33.43%, equity of NT$54,274,693 thousand, and net asset value per share of NT$55.38.

(IV) Regarding Investment Plans:

Under the management mission of "Supporting Agriculture, Caring for the Earth, and Rooting Deeply in Taiwan," the Company continues to promote new types of fertilizers and smart agriculture technologies, such as granular blended controlled-release fertilizers, liquid controlled-release fertilizers, and environmentally friendly compound coated fertilizers. These efforts aim to achieve the goal of reducing chemical fertilizer usage by half, while also developing chemical fertilizer products that incorporate domestic agricultural resources, demonstrating the Company's commitment to sustainable environmental protection.

Facing global energy transition and industry competition pressures, the Company continues to supply existing products to domestic and international markets. To engage in the green circular economy and advanced semiconductor industries, the Company is currently negotiating with leading semiconductor manufacturers on cooperation related to the recycling and reuse of waste sulfuric acid. The Company is developing industrial ammonium sulfate for export and, based on its existing electronic-grade chemical production capacity and solvent recovery business, plans to establish organic solvent storage tanks for electronic chemicals and to enhance the EBR (edge bead remover) product line. These initiatives aim to position the Company as a key raw material partner in the semiconductor and green supply chains, thereby laying a foundation for cross-sectoral upgrading and profitability. In response to the "National Climate Change Response Act" and the "2050 Net-Zero Emissions Policy," the Company has promoted the installation of greenhouse gas reduction equipment at the nitric acid plant.

The Nangang C2 development project was completed in December 2023. Building A has been leased to a hotel operator, Building B achieved an occupancy rate of 95.1% as of December 2025, and leasing operations for the serviced apartments in Building C were

completed in 2025. The Nangang C4 development project is expected to be completed in 2027.

The construction project for the new office building in the Hsinchu D7-B Technology and Business District is planned to be developed, constructed, and operated for lease by the Company. The project officially commenced on May 9, 2025, and is expected to be completed in June 2029.

The development project for Hsinchu D4 and D5 blocks was approved by the Board of Directors in December 2025. The Company plans to carry out planning, design, and contracting operations in 2026. Future progress will be adjusted on a rolling basis according to market demand.

III. Outlook:

In 2025, benefiting from companies' advance stocking effects and the development of AI technology innovations, the impact of high U.S. tariffs on the global economy was mitigated. Coupled with easing global inflation and a shift toward accommodative monetary policies, the global economy experienced moderate growth. However, due to ongoing U.S. tariff policies, conflicts in the Middle East, and heightened geopolitical risks, the Company will continue to closely monitor international developments and make necessary preparations to respond accordingly.

In the fertilizer business, the Company is committed to "smart agriculture" and the "circular economy." It continues to develop the Granule King No. 1, liquid slow-release fertilizer formulas and their applications in aquaculture, proprietary environmentally friendly composite coating materials, fertilizer processing technologies, and compound fertilizers enriched with agricultural resource additives. The Company collaborates with industry, government, academia, and research institutions to promote sustainable farming practices.

Under the net-zero carbon reduction trend and Taiwan's carbon fee policy, the Company regards environmental sustainability as a catalyst for its core business transformation. The chemical business is actively investing in greenhouse gas reduction equipment, with plans to complete installation and commissioning by 2027. This is expected to reduce carbon emissions by 90% (equivalent to a reduction of 374,000 tons of CO2e). The Company is classified by the Ministry of Environment as a "high carbon leakage risk industry" and has submitted a voluntary reduction plan that has passed review, thereby qualifying for preferential carbon fee rates. Additionally, through process optimization and technological upgrades, the Company leverages its existing scale advantages to enter the semiconductor and high-tech industry supply chains, enhancing product competitiveness and strengthening the chemical business's profitability contribution.

At the same time, the real estate business will play a key role in establishing a foundation for sustainable finance. The development projects in Nangang Trade and Economic Park and Hsinchu Science Park are progressing steadily according to plan. The Company addresses the demand for low-carbon operations and energy-saving sustainability by designing all buildings according to green building and smart building standards. This approach supports the Company in maintaining long-term stable cash flow income, underpinning overall operations and achieving the strategic goal of increasing the proportion of sustainable finance.

Taiwan Fertilizer Co., Ltd. has been established for eighty years and is currently at a critical turning point in its transformation and upgrading. In the future, the Company will strengthen

resource and investment allocation to leverage the synergistic effects among the three core sectors of fertilizer, chemical, and real estate. By establishing real estate as a sustainable asset base, the Company aims to create a more resilient development space for the innovative transformation of the fertilizer and chemical industries, thereby realizing the blueprint for sustainable corporate development.

Chairman: Chang-Lang Chang

Managerial Officer: Yu-Hsin Chen

Accounting Officer: Mei-Ling Huang

Report No. 2

Subject: Audit Committee’s Review Report on the Company’s 2025 Financial Statements.

Auditors’ Report of the Audit Committee

The Company’s 2025 business report, financial statements and statement of earnings distribution were submitted by the Company’s Board of Directors. The financial statements were already audited by Tsung-Che Chen and Shin-Ting Huang, the CPA of KPMG, who also issued the auditors’ report accordingly.

The Audit Committee, after completing the audit of said business report, financial statements and statement of earnings distribution, believes that they are free of material misstatement, and thus produces this report according to Article 219 of the Company Act.

Please review accordingly.

To:
2026 General Shareholders’ Meeting of the Company

TAIWAN FERTILIZER CO., LTD.
Convener of Audit Committee: Su-Ming Lin

陳世鈺

March 4, 2026

Report No. 3

Subject: The Company’s 2025 Report on Remuneration for Directors, Employees, and Base-level Employees.

Description:

I. Handled pursuant to Article 25 of the Company’s Articles of Incorporation.

II. The profit of the Company in 2025 based on the financial statements as audited by KPMG (the income before tax, prior to the deduction of remuneration to employees and directors) totaled NT$1,169,297,157.

III. The remuneration payable to directors and employees pursuant to the Company’s Articles of Incorporation is calculated as follows:

Remuneration to directors, NT$18,708,754 in cash:
Meeting the requirement about 1.6% of the profit, NT$1,169,297,157 in 2025.
Remuneration to employees, NT$28,063,132 in cash:
Meeting the requirement about 1% to 3% of the profit, NT$1,169,297,157 in 2025.
Remuneration paid in cash to base-level employees: NT$596,342.
Compliant with the 2025 profitability requirement of no less than 0.01% of NT$1,169,297,157.

Ratification No. 1

Subject: The Company’s 2025 Annual business report and financial statements.

Submitted by the Board of Directors

Description:

I. The Company’s 2025 financial statements and its subsidiaries’ consolidated financial statements have already been audited by the external auditors with auditors’ report. Said financial statements, together with the business report (please see Pages 2~5 of the Handbook), were also reviewed by the Audit Committee and the auditors’ report is issued accordingly.

II. The proposal was approved by the Board of Directors after deliberation in the 10th meeting, 36th Term on March 4, 2026.

III. Enclosed please find the Company’s 2025 Independent Auditors’ Report and Financial Statements (see Attachment).

Resolution:

KPMG

釜侯建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5,

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

傳真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN FERTILIZER CO., LTD.:

Opinion

We have audited the consolidated financial statements of TAIWAN FERTILIZER CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgment, should be communicated are as follows:

1. Inventory Valuation

For details of accounting policies related to inventory valuation, please refer to Note 4(h) Inventory of the financial statements. For details of uncertainties in accounting estimates and assumptions related to inventory valuation, please refer to Note 5(a) of the consolidated financial statements. For descriptions on inventory valuation, please refer to Note 6(f) of the consolidated financial statements:

KPMG

Key audit matter:

Description of key audit matter

The inventory amount of the Group is presented at the lower of costs and net realizable amount. As The price of material is subject to market volatility, the Group complies with the policy of Ministry of Agriculture in order to stabilize the domestic fertilizer price, which may, in turn, generate risks where the inventory costs are higher than the net realizable value. Therefore, inventory valuation is a matter that requires great attention for our audits on the consolidated financial statements.

How the matter was addressed in our audit:

Our audit procedures for the above key audit matters included understanding and evaluating management's inventory valuation policies; participating in the inventory count and inspecting the condition of inventory to assess whether any obsolete or damaged inventory; sampling the latest sales prices of inventory and assessing the reasonableness of net realizable value as well as determining whether the related disclosure items for inventory allowances are appropriate.

Other Matter

We did not audit the consolidated financial statements as of and for the years ended December 31, 2025 and 2024 of the certain investees in equity method. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included in the corporation's financial statements for these investees, is based solely on the report of other auditors. As of December 31, 2025 and 2024, the investments in the aforementioned investees are 11.59% (NT$9,444,994 thousand) and 11.46% (NT$9,295,657 thousand) of consolidated total assets. For the years ended December 31, 2025 and 2024, the investment income on the above said investees are 104.16% (NT$1,208,866 thousand) and 59.99% (NT$982,598 thousand) of the Group's income before income tax.

TAIWAN FERTILIZER CO., LTD. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified opinion.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

KPMG

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

KPMG

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

The engagement partners on the audit resulting in this independent auditors’ report are Chen, Chung-Che and Huang, Hsin-Ting.

KPMG

Taipei, Taiwan (Republic of China)
March 4, 2026

Notes to Readers

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

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024
	Amount	%	Amount	%
Current assets:
1100 Cash and cash equivalents (notes 6(a) and (u))	$ 1,949,825	2	4,088,248	5
1110 Current financial assets at fair value through profit or loss (notes 6(b) and (u))	1,015,699	1	415,239	1
1120 Current financial assets at fair value through other comprehensive income (notes 6(c) and (u))	75,076	-	71,018	-
1150 Notes receivable, net (notes 6(d), (r) and (u))	12,417	-	84,310	-
1170 Accounts receivable, net (notes 6(d), (r), (u) and 7)	1,023,642	1	836,966	1
1200 Other receivables, net (notes 6(e), (u) and 7)	54,402	-	29,636	-
1220 Current tax assets	152,192	-	152,003	-
130X Inventories (note 6(f))	3,150,379	4	2,831,582	3
1410 Prepayments	457,534	1	61,165	-
1476 Other current financial assets (notes 6(a), (u), 8 and 9)	595,256	1	615,752	1
1479 Other current assets, others	26,796	-	28,430	-
Total current assets	8,513,218	10	9,214,349	11
Non-current assets:
1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (u))	4,281,556	5	4,266,741	5
1550 Investments accounted for using equity method (notes 6(g) and (u))	9,490,939	12	9,355,255	12
1600 Property, plant and equipment (note 6(h))	12,447,104	16	12,863,925	16
1755 Right-of-use assets (note 6(i))	634,304	1	750,286	1
1760 Investment property, net (notes 6(j), (m) and 8)	45,688,370	56	43,969,027	55
1780 Intangible assets (note 6(k))	7,852	-	40,502	-
1840 Deferred tax assets (note 6(o))	384,134	-	275,417	-
1930 Long-term notes and accounts receivable, net (notes 6(e) and (u))	20,823	-	23,297	-
1980 Other non-current financial assets (notes 6(a), (u) and 8)	31,868	-	324,968	-
1990 Other non-current assets, others (note 6(u))	24,466	-	23,423	-
Total non-current assets	73,011,416	90	71,892,841	89
Total assets	$ 81,524,634	100	$ 81,107,190	100
Liabilities and Equity	December 31, 2025		December 31, 2024
---	---	---	---	---
	Amount	%	Amount	%
Current liabilities:
2130 Current contract liabilities (note 6(r))	$ 118,101	-	109,420	-
2170 Accounts payable (notes 6(u) and 7)	321,257	-	290,535	-
2200 Other payables (notes 6(u) and 9)	1,499,783	2	752,734	1
2230 Current tax liabilities	242,840	-	117,510	-
2280 Current lease liabilities (note 6(u))	35,324	-	43,572	-
2313 Unearned revenue (note 6(j))	440,898	1	440,898	1
2315 Other advance receipts	1,851	-	471	-
2399 Other current liabilities, others	15,523	-	20,433	-
Total current liabilities	2,675,377	3	1,775,573	2
Non-Current liabilities:
2540 Long-term borrowings (notes 6(l), (u), 7 and 8)	500,000	1	-	-
2550 Non-current provisions (note 9)	504,558	1	555,120	1
2570 Deferred tax liabilities (note 6(o))	6,954,014	8	6,896,430	8
2580 Non-current lease liabilities (note 6(u))	1,365	-	38,439	-
2630 Long-term deferred revenue (note 6(j))	16,192,886	20	15,659,227	19
2640 Net defined benefit liability, non-current (note 6(u))	40,857	-	87,374	-
2645 Guarantee deposits received (note 6(u))	380,684	-	405,792	1
Total non-current liabilities	24,574,364	30	23,642,382	29
Total liabilities	27,249,941	33	25,417,955	31
Equity attributable to owners of parent (note 6(p)):
3100 Capital stock	9,800,000	12	9,800,000	12
3200 Capital surplus	2,246,165	3	2,245,108	3
Retained earnings:
3310 Legal reserve	4,859,413	6	4,660,794	6
3320 Special reserve	30,541,720	38	30,541,720	38
3350 Unappropriated retained earnings	2,761,927	3	3,991,828	5
3400 Other equity interest	4,065,468	5	4,449,785	5
Total equity	54,274,693	67	55,689,235	69
Total liabilities and equity	$ 81,524,634	100	$ 81,107,190	100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (notes 6(j), (m) and (r))	$ 12,087,709	100	11,873,258	100
5000	Operating costs (notes 6(f), (n) and 12)	(10,504,701)	(87)	(10,088,819)	(85)
5900	Gross profit from operations	1,583,008	13	1,784,439	15
	Operating expenses (notes 6(d), (n), (s) and 12):
6100	Selling expenses	(207,571)	(2)	(258,175)	(2)
6200	Administrative expenses	(977,489)	(8)	(937,261)	(8)
6300	Research and development expenses	(35,405)	-	(39,297)	-
6450	Expected credit losses	(455)	-	-	-
		(1,220,920)	(10)	(1,234,733)	(10)
6900	Net operating income	362,088	3	549,706	5
	Non-operating income and expenses:
7100	Interest income (note 6(t))	53,650	-	74,738	1
7010	Other income (note 6(t))	122,949	1	101,203	1
7020	Other gains and losses (notes 6(t) and 12)	(575,348)	(4)	(67,107)	(1)
7050	Finance costs (note 6(t))	(4,868)	-	(2,006)	-
7060	Share of profit of associates and joint ventures accounted for using equity method (note 6(g))	1,202,076	10	981,290	8
	Total non-operating income and expenses	798,459	7	1,088,118	9
	Profit from continuing operations before tax	1,160,547	10	1,637,824	14
7950	Income tax (expenses) benefit (note 6(o))	(228,308)	(2)	327,825	3
	Profit	932,239	8	1,965,649	17
8300	Other comprehensive (loss) income:
8310	Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311	(Losses) gains on remeasurements of defined benefit plans	(4,742)	-	14,980	-
8316	Unrealized (losses) gains from investments in equity instruments measured at fair value through other comprehensive income	(56,191)	-	1,027,758	9
8320	Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	273	-	(1,508)	-
8349	Income tax related to components of other comprehensive income that will not be reclassified to profit or loss	948	-	(2,996)	-
	Components of other comprehensive (loss) income that will not be reclassified to profit or loss	(59,712)	-	1,038,234	9
8360	Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361	Exchange differences on translation of foreign financial statements	(6,430)	-	4,747	-
8370	Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss	(402,172)	(4)	611,204	4
8399	Income tax related to components of other comprehensive income (loss) that will be reclassified to profit or loss	80,476	1	(122,301)	(1)
	Components of other comprehensive (loss) income that will be reclassified to profit or loss	(328,126)	(3)	493,650	3
8300	Other comprehensive income	(387,838)	(3)	1,531,884	12
8500	Total comprehensive income	$ 544,401	5	3,497,533	29
	Profit, attributable to:
8610	Profit, attributable to owners of parent	$ 932,239	8	1,965,649	17
	Comprehensive income attributable to:
8710	Comprehensive income, attributable to owners of parent	$ 544,401	5	3,497,533	29
	Earnings per share (note 6(q))
9750	Basic earnings per share	$	0.95		2.01
9850	Diluted earnings per share	$	0.95		2.00

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

Profit

Other comprehensive income

Total comprehensive income

Appropriation and distribution of retained earnings:

Legal reserve appropriated

Cash dividends of ordinary share

Disposal of equity instruments measured at fair value through other comprehensive income

Balance at December 31, 2024

Profit

Other comprehensive income

Total comprehensive income

Appropriation and distribution of retained earnings:

Legal reserve appropriated

Cash dividends of ordinary share

Overdue dividends not received by shareholders

Balance at December 31, 2025

Equity attributable to owners of parent

Share capital		Retained earnings				Total other equity interest
Ordinary shares	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Total retained earnings	Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total other equity interest
$ 9,800,000	2,245,108	4,253,603	30,541,720	4,960,832	39,756,155	255,805	2,682,634	2,938,439
-	-	-	-	1,965,649	1,965,649	-	-	1,965,649
-	-	-	-	10,476	10,476	493,650	1,027,758	1,521,408
-	-	-	-	1,976,125	1,976,125	493,650	1,027,758	1,521,408
-	-	407,191	-	(407,191)	-	-	-	-
-	-	-	-	(2,548,000)	(2,548,000)	-	-	(2,548,000)
-	-	-	-	10,062	10,062	-	(10,062)	-
9,800,000	2,245,108	4,660,794	30,541,720	3,991,828	39,194,342	749,455	3,700,330	4,449,785
-	-	-	-	932,239	932,239	-	-	932,239
-	-	-	-	(3,521)	(3,521)	(328,126)	(56,191)	(384,317)
-	-	-	-	928,718	928,718	(328,126)	(56,191)	(384,317)
-	-	198,619	-	(198,619)	-	-	-	-
-	-	-	-	(1,960,000)	(1,960,000)	-	-	(1,960,000)
-	1,057	-	-	-	-	-	-	1,057
$ 9,800,000	2,246,165	4,859,413	30,541,720	2,761,927	38,163,060	421,329	3,644,139	4,065,468

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2025	2024
Cash flows from (used in) operating activities:
Profit before tax	$ 1,160,547	1,637,824
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	1,436,925	1,410,080
Amortization expense	3,262	2,900
Expected credit losses	455	-
Net gain on financial assets and liabilities at fair value through profit or loss	(8,309)	(5,080)
Interest expense	4,868	2,006
Interest income	(53,650)	(74,738)
Dividend income	(81,529)	(85,265)
Share of profit of associates and joint ventures accounted for using equity method	(1,202,076)	(981,290)
Loss on disposal of property, plant and equipment	925	138
Impairment loss on non-financial assets	35,900	75,015
Unrealized foreign currency exchange gain	(2,465)	(2,310)
Property, plant and equipment transferred to expenses	335	9
Investment property transferred to expenses	2,381	-
Compensation	499,000	-
Total adjustments to reconcile profit	636,022	341,465
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable	71,893	(5,117)
Increase in accounts receivable	(187,131)	(80,289)
Decrease in other receivable	5,951	829,943
Increase in inventories	(318,797)	(246,868)
(Increase) decrease in prepayments	(396,458)	469,529
Decrease (increase) in other current assets	1,634	(12,049)
Total changes in operating assets	(822,908)	955,149
Increase in contract liabilities	8,681	1,402
Decrease in notes payable	-	(11,228)
Increase (decrease) in accounts payable	30,722	(91,466)
Increase (decrease) in other payable	145,839	(108,753)
Increase in provisions	49,438	-
Increase (decrease) in receipts in advance	1,380	(578)
Decrease in other current liabilities	(4,910)	(14,981)
Decrease in net defined benefit liabilities	(51,259)	(5,259)
Increase (decrease) in deferred credits	533,659	(418,745)
Total changes in operating liabilities	713,550	(649,608)
Total changes in operating assets and liabilities	(109,358)	305,541
Total adjustments	526,664	647,006
Cash inflow generated from operations	1,687,211	2,284,830
Interest received	54,510	73,674
Dividends received	706,277	1,611,730
Interest paid	(4,868)	(2,006)
Income taxes paid	(72,876)	(262,766)
Net cash flows from operating activities	2,370,254	3,705,462

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT'D)

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2025	2024
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income	(95,500)	(36,000)
Proceeds from capital reduction of financial assets at fair value through other comprehensive income	27,300	11,742
Acquisition of financial assets designated at fair value through profit or loss	(2,800,000)	(1,585,000)
Proceeds from disposal of financial assets designated at fair value through profit or loss	2,207,849	1,254,866
Acquisition of property, plant and equipment	(472,031)	(523,605)
Decrease in other receivables	3,778	38,489
Acquisition of intangible assets	(6,512)	-
Acquisition of investment properties	(2,153,614)	(726,447)
Decrease in other financial assets	313,596	241,971
(Increase) decrease in other non-current assets	(1,043)	380
Net cash flows used in investing activities	(2,976,177)	(1,323,604)
Cash flows from (used in) financing activities:
Increase in short-term loans	1,600,000	-
Decrease in short-term loans	(1,600,000)	-
Proceeds from long-term loans	500,000	-
Decrease in guarantee deposits received	(25,108)	(39,606)
Repayment of lease liabilities	(43,943)	(41,467)
Cash dividends paid	(1,960,000)	(2,548,000)
Net cash flows used in financing activities	(1,529,051)	(2,629,073)
Effect of exchange rate changes on cash and cash equivalents	(3,449)	6,649
Net decrease in cash and cash equivalents	(2,138,423)	(240,566)
Cash and cash equivalents at beginning of period	4,088,248	4,328,814
Cash and cash equivalents at end of period	$ 1,949,825	4,088,248

KPMG

多位建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5,

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

器真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditors' Report

To the Board of Directors of TAIWAN FERTILIZER CO., LTD.:

Opinion

We have audited the financial statements of TAIWAN FERTILIZER CO., LTD.("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the year ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgment, should be communicated are as follows:

1. Inventory Valuation

For details of accounting policies related to inventory valuation, please refer to Note 4(g) Inventory of the financial statements. For details of uncertainties in accounting estimates and assumptions related to inventory valuation, please refer to Note 5(a) of the financial statements. For descriptions on inventory valuation, please refer to Note 6(f) of the financial statements:

KPMG

Description of key audit matter:

The inventory amount of the Company is presented at the lower of costs and net realizable amount. As The price of material is subject to market volatility, the Company complies with the policy of Ministry of Agriculture in order to stabilize the domestic fertilizer price, which may, in turn, generate risks where the inventory costs are higher than the net realizable value. Therefore, inventory valuation is a matter that requires great attention for our audits on the financial statements.

How the matter was addressed in our audit:

Our audit procedures for the above key audit matters included: understanding and evaluating management's inventory valuation policies; participating in the inventory count and inspecting the condition of inventory to assess whether any obsolete or damaged inventory; sampling the latest sales prices of inventory and assessing the reasonableness of net realizable value; as well as determining whether the related disclosure items for inventory allowances are appropriate.

Other Matter

We did not audit the financial statements as of and for the years ended December 31, 2025 and 2024, of certain investees in equity method. Those statements were audited by other auditors, whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Corporation’s financial statements for these investees, is based solely on the reports of the other auditors. As of December 31, 2025 and 2024, the investments in the aforementioned investees are 11.63% (NT$9,444,994 thousand) and 11.51% (NT$9,295,657 thousand), of the Company’s total assets. For the years ended December 31, 2025 and 2024, the investment income on the above said investees are 107.70% (NT$1,208,866 thousand) and 61.50% (NT$982,598 thousand) of the Company’s income before income tax.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

KPMG

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

KPMG

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

The engagement partners on the audit resulting in this independent auditors’ report are Chen, Chung-Che and Huang, Hsin-Ting.

KPMG

Taipei, Taiwan (Republic of China)
March 4, 2026

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024			Liabilities and Equity		December 31, 2025		December 31, 2024
		Amount	%	Amount	%		Amount	%	Amount	%	Amount	%
Current assets:
1100	Cash and cash equivalents (notes 6(a) and (i))	$ 886,526	2	3,454,135	4	2130	Current contract liabilities (note 6(q))	$ 117,692	-	102,853	-
1110	Current financial assets at fair value through profit or loss (notes 6(b) and (i))	1,000,323	1	400,067	1	2170	Accounts payable (notes 6(t) and 7)	315,602	-	283,351	-
						2200	Other payables (notes 6(t), 7 and 9)	1,481,240	2	733,865	1
1120	Current financial assets at fair value through other comprehensive income (notes 6(c) and (i))	75,076	-	71,018	-	2230	Current lease liabilities	223,722	-	98,998	-
						2280	Current lease liabilities (note 6(t))	25,381	-	31,857	-
1150	Notes receivable, net (notes 6(d), (q) and (i))	11,511	-	83,506	-	2313	Unearned revenue (note 6(j))	440,898	1	440,898	1
1170	Accounts receivable, net (notes 6(d), (q), (t) and 7)	988,392	1	812,164	1	2310	Other advance receipts	1,621	-	140	-
1200	Other receivables (notes 6(e) and (i))	54,183	-	29,050	-	2399	Other current liabilities, others	13,069	-	18,453	-
1220	Current tax assets	151,869	-	151,869	-		Total current liabilities	2,619,225	3	1,710,415	2
130X	Inventories (note 6(f))	3,143,986	4	2,815,817	4		Non-current liabilities:
1410	Prepayments	455,543	1	52,089	-	2540	Long-term borrowings (notes 6(k), (t), 7 and 8)	500,000	1	-	-
1476	Other current financial assets (notes 6(a), (t), 8 and 9)	297,817	-	1,706	-	2550	Non-current provisions	273,086	-	323,648	-
1470	Other current assets	25,131	-	26,923	-	2570	Deferred tax liabilities (note 6(n))	6,954,014	9	6,894,161	9
	Total current assets	7,090,357	9	7,898,344	10	2580	Non-current lease liabilities (note 6(t))	1,365	-	28,496	-
	Non-current assets:					2630	Long-term deferred revenue (note 6(j))	16,192,886	20	15,659,227	20
1517	Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (i))	4,161,355	5	4,230,741	5	2640	Net defined benefit liability, non-current (note 6(m))	40,857	-	87,374	-
						2645	Guarantee deposits received (notes 6(t) and 7)	378,116	-	403,262	-
1550	Investments accounted for using equity method (notes 6(g) and (i))	12,556,439	15	12,369,312	15		Total non-current liabilities	24,340,324	30	23,396,168	29
1600	Property, plant and equipment (note 6(h))	10,685,189	14	10,993,530	15		Total liabilities	26,959,549	33	25,106,583	31
1755	Right-of-use assets (note 6(i))	624,951	1	729,708	1		Equity (note 6(o)):
1760	Investment property, net (notes 6(j), (l) and 8)	45,682,741	56	43,962,544	54	3100	Capital stock	9,800,000	12	9,800,000	12
1780	Intangible assets	7,852	-	4,602	-	3200	Capital surplus	2,246,165	3	2,245,108	3
1840	Deferred tax assets (note 6(n))	357,447	-	244,882	-		Retained earnings:
1930	Long-term notes and accounts receivable (notes 6(e) and (t))	20,823	-	23,297	-	3310	Legal reserve	4,859,413	6	4,660,794	6
1980	Other non-current financial assets (notes 6(a), (t) and 8)	31,868	-	324,968	-	3320	Special reserve	30,541,720	38	30,541,720	38
1990	Other non-current assets, others (note 6(t))	15,220	-	13,890	-	3350	Unappropriated retained earnings	2,761,927	3	3,991,828	5
	Total non-current assets	74,143,885	91	72,897,474	90	3400	Other equity interest	4,065,468	5	4,449,785	5
							Total equity	54,274,693	67	55,689,235	69
	Total assets	$ 81,234,242	100	$ 80,795,818	100		Total liabilities and equity	$ 81,234,242	100	$ 80,795,818	100

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (notes 6(j), (l), (q) and 7)	$ 11,703,756	100	11,517,221	100
5000	Operating costs (notes 6(f), (m), 7 and 14)	(10,317,450)	(88)	(9,957,018)	(86)
5900	Gross profit from operations	1,386,306	12	1,560,203	14
	Operating expenses (notes 6(d), (m), (r) and 14):
6100	Selling expenses	(187,615)	(2)	(192,567)	(2)
6200	Administrative expenses	(959,510)	(8)	(932,035)	(8)
6300	Research and development expenses	(35,414)	-	(39,303)	-
6450	Expected credit losses	(455)	-	-	-
		(1,182,994)	(10)	(1,163,905)	(10)
6900	Net operating income	203,312	2	396,298	4
	Non-operating income and expenses:
7100	Interest income (note 6(s))	36,364	-	58,621	1
7010	Other income (notes 6(c) and (s))	120,507	1	99,466	1
7020	Other gains and losses (notes 6(s), 9 and 14)	(536,201)	(4)	(1,076)	-
7050	Finance costs (note 6(s))	(4,541)	-	(1,448)	-
7060	Share of profit (loss) of associates and joint ventures accounted for using equity method (note 6(g))	1,302,967	11	1,045,871	8
	Total non-operating income and expenses	919,096	8	1,201,434	10
	Profit from continuing operations before tax	1,122,408	10	1,597,732	14
7950	Income tax (expenses) benefit (note 6(n))	(190,169)	(2)	367,917	3
	Profit	932,239	8	1,965,649	17
8300	Other comprehensive (loss) income:
8310	Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311	(Losses) gains on remeasurements of defined benefit plans	(4,742)	-	14,980	-
8316	Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income	(56,191)	-	1,027,758	9
8330	Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	273	-	(1,508)	-
8349	Income tax related to components of other comprehensive income that will not be reclassified to profit or loss	948	-	(2,996)	-
		(59,712)	-	1,038,234	9
8360	Components of other comprehensive (loss) income that will be reclassified to profit or loss
8380	Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss	(408,602)	(3)	615,951	5
8399	Income tax related to components of other comprehensive income that will be reclassified to profit or loss	80,476	2	(122,301)	(1)
	Components of other comprehensive (loss) income that will be reclassified to profit or loss	(328,126)	(1)	493,650	4
8500	Other comprehensive income	(387,838)	(1)	1,531,884	13
8500	Total comprehensive income	$ 544,401	7	3,497,533	30
	Earnings per share(note 6(p))
9750	Basic earnings per share	$	0.95		2.01
9850	Diluted earnings per share	$	0.95		2.00

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	Share capital		Retained earnings				Total other equity interest
	Ordinary shares	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Total retained earnings	Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total other equity interest	Total equity
Balance at January 1, 2024	$ 9,800,000	2,245,108	4,253,603	30,541,720	4,960,832	39,756,155	255,805	2,682,634	2,938,439	54,739,702
Profit	-	-	-	-	1,965,649	1,965,649	-	-	-	1,965,649
Other comprehensive income	-	-	-	-	10,476	10,476	493,650	1,027,758	1,521,408	1,531,884
Total comprehensive income	-	-	-	-	1,976,125	1,976,125	493,650	1,027,758	1,521,408	3,497,533
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	407,191	-	(407,191)	-	-	-	-	-
Cash dividends of ordinary share	-	-	-	-	(2,548,000)	(2,548,000)	-	-	-	(2,548,000)
Disposal of equity instruments measured at fair value through other comprehensive income	-	-	-	-	10,062	10,062	-	(10,062)	(10,062)	-
Balance at December 31, 2024	9,800,000	2,245,108	4,660,794	30,541,720	3,991,828	39,194,342	749,455	3,700,330	4,449,785	55,689,235
Profit	-	-	-	-	932,239	932,239	-	-	-	932,239
Other comprehensive income	-	-	-	-	(3,521)	(3,521)	(328,126)	(56,191)	(384,317)	(387,838)
Total comprehensive income	-	-	-	-	928,718	928,718	(328,126)	(56,191)	(384,317)	544,401
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	198,619	-	(198,619)	-	-	-	-	-
Cash dividends of ordinary share	-	-	-	-	(1,960,000)	(1,960,000)	-	-	-	(1,960,000)
Overdue dividends not received by shareholders	-	1,057	-	-	-	-	-	-	-	1,057
Balance at December 31, 2025	$ 9,800,000	2,246,165	4,859,413	30,541,720	2,761,927	38,163,060	421,329	3,644,139	4,065,468	54,274,693

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2025	2024
Cash flows from (used in) operating activities:
Profit before tax	$ 1,122,408	1,597,732
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	1,291,745	1,265,257
Amortization expense	3,262	2,900
Expected credit losses	455	-
Net gain on financial assets and liabilities at fair value through profit or loss	(8,105)	(4,908)
Interest expense	4,541	1,448
Interest income	(36,364)	(58,621)
Dividend income	(81,529)	(85,265)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method	(1,302,967)	(1,045,871)
Loss on disposal of property, plant and equipment	925	39
Property, plant and equipment transferred to expenses	335	9
Investment property transferred to expenses	2,381	-
Compensation	499,000	-
Total adjustments to reconcile profit	373,679	74,988
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in notes receivable	71,995	(5,675)
Increase in accounts receivable	(176,683)	(67,192)
Decrease in other receivable	5,584	830,276
Increase in inventories	(328,169)	(257,152)
(Increase) decrease in prepayments	(403,543)	453,470
Decrease (increase) in other current assets	1,792	(11,703)
Total changes in operating assets	(829,024)	942,024
Changes in operating liabilities:
Increase (decrease) in contract liabilities	14,839	(2,831)
Decrease in notes payable	-	(11,206)
Increase (decrease) in accounts payable	32,251	(104,511)
Increase (decrease) in other payable	141,810	(106,113)
Increase in provisions	49,438	-
Increase (decrease) in receipts in advance	1,481	(908)
Decrease in other current liabilities	(5,384)	(16,095)
Decrease in net defined benefit liabilities	(51,259)	(5,259)
Increase (decrease) in deferred credits	533,659	(418,745)
Total changes in operating liabilities	716,835	(665,668)
Total changes in operating assets and liabilities	(112,189)	276,356
Total adjustments	261,490	351,344
Cash inflow generated from operations	1,383,898	1,949,076
Interest received	37,224	57,557
Dividends received	837,996	1,703,713
Interest paid	(4,541)	(1,448)
Income taxes paid	(36,733)	(236,468)
Net cash flows from operating activities	2,217,844	3,472,430

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows (CONT'D)

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2025	2024
Cash flows from (used in) investing activities:
Proceeds from capital reduction of financial assets at fair value through other comprehensive income	27,300	11,742
Acquisition of financial assets designated at fair value through profit or loss	(2,800,000)	(1,570,000)
Proceeds from disposal of financial assets designated at fair value through profit or loss	2,207,849	1,254,866
Acquisition of investments accounted for using equity method	(100,000)	(200,000)
Acquisition of property, plant and equipment	(442,645)	(476,917)
(Increase) decrease in refundable deposits	(1,330)	19
Decrease in other receivables	3,778	38,489
Acquisition of intangible assets	(6,512)	-
Acquisition of investment properties	(2,153,508)	(726,433)
(Increase) decrease in other financial assets	(3,011)	279,178
Net cash flows used in investing activities	(3,268,079)	(1,389,056)
Cash flows from (used in) financing activities:
Increase in short-term loans	1,600,000	-
Decrease in short-term loans	(1,600,000)	-
Proceeds from long-term borrowings	500,000	-
Decrease in guarantee deposits received	(25,146)	(38,185)
Repayment of lease liabilities	(32,228)	(29,982)
Cash dividends paid	(1,960,000)	(2,548,000)
Net cash flows used in financing activities	(1,517,374)	(2,616,167)
Net decrease in cash and cash equivalents	(2,567,609)	(532,793)
Cash and cash equivalents at beginning of period	3,454,135	3,986,928
Cash and cash equivalents at end of period	$ 886,526	3,454,135

Ratification No. 2

Subject: The Company’s 2025 Profit Distribution Proposal.

Submitted by the Board of Directors

Description:

I. The Company has completed its 2025 settlement, and the proposal has been audited by the 3rd Audit Committee in the 11th meeting, and deliberated and approved by the Board of Directors in the 10th meeting, 36th Term on March 4, 2026.

II. It is intended to distribute NT$2.0 as the cash dividends to common shares. Regarding the base date of dividend distribution, upon the approval of the AGM, the Board of Directors is authorized to determine. Where a change in the share capital of the Company that results in any change in the amount of payment per share, it is requested to authorize the Board of Directors to exercise full authority to handle such changes.

III. Attached please find the Company’s 2025 earnings distribution table (see Attachment)

Resolution:

TAIWAN FERTILIZER CO., LTD.
EARNINGS DISTRIBUTION TABLE
2025
Unit: NT$

Items	Amount	Remarks
I. Intended Distribution: :
Undistributed earnings at the beginning of the period	1,833,209,068
Remeasurements of Defined Benefit Plans Included in Retained Earnings	-3,520,898
Undistributed earnings after adjustment	1,829,688,170
Net profit after tax of the year	932,238,910
Appropriation for legal reserve (10%)	-92,871,801	Note 1
Distributable earnings of the period	2,669,055,279
II. Distribution Items:
Dividend to shareholders- cash (NT$ 2.0 per share × 980,000,000 shares)	-1,960,000,000	Note 2
Undistributed earnings at the end of the period	709,055,279
Notes:
(1) The undistributed earnings at the beginning of the period is the amount of the “undistributed earnings at the end of the period” listed on the 2024 Earnings Distribution Table approved by the 2025 AGM.
(2) The earnings of 2025 will be distributed first.
(3) The total fractional amount of cash dividends under NT$ 1 will be listed as the other income of the Company.

Note 1: Article 237, paragraph 1, the Company Act
(1) 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 paid-in capital, this provision shall not apply.
(2) When appropriating the legal reserve in 2025, it was handled pursuant to the Letter Jing-Shan-Zhi No. 10802432410 and No. 10902005780 by MOEA.

Note 2: Article 25, Paragraph 3, the Articles of Incorporation
In the case the Company has surplus profit after settling the annual accounts, when allocating its surplus profits after having paid all taxes and dues, it shall first set aside ten percent of said profits as legal reserve, and appropriate or reverse the special reserves as required by laws. The sum of such balance with the accumulated undistributed earnings from the previous year is deemed the distributable earnings. However, the special reserves may be reserved or appropriated as the operation requires, and the Board of Directors will propose the earnings distribution to the AGM to distributing bonus to shareholders.

Discussion1

Subject: Partial Amendments to the Company's Regulations “Governing the Acquisition and Disposal of Assets”.

Submitted by the Board of Directors

Description :

I. In compliance with the Financial Supervisory Commission’s amendments to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued on July 24, 2025, the Company has revised certain provisions of its "Regulations Governing the Acquisition and Disposal of Assets."

II. For the purpose of regulatory compliance effectiveness, this amendment primarily clarifies that the Company’s paid-in capital shall comply with the provisions of the relevant regulations.

III. This proposal was reviewed and approved by the Audit Committee and subsequently submitted to the 10th meeting of the 36th Board of Directors on March 4, 2026, where it was approved.

IV. Attached is the comparison table of the amended provisions of Taiwan Fertilizer Co., Ltd.’s "Regulations Governing the Acquisition and Disposal of Assets" (see details below).

Resolution:

Governing the Acquisition and Disposal of Assets, Taiwan Fertilizer Co., Ltd. Comparison Table of Amendments

Revised Provisions	Current Provisions	Description
Chapter 8: Information Disclosure
Article 38: When the Company acquires or disposes of assets and any of the following circumstances occur, the Company is required, according to the nature and in the format prescribed by the competent authorities, to publicly disclose and file the relevant information on the website designated by the Financial Supervisory Commission within two days from the date the facts occurred.
I. Acquisitions or disposals of real estate or its usage rights from or to related parties, or transactions involving other assets with related parties outside of real estate or its usage rights, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, trading domestic government bonds, bonds with repurchase and resale conditions, as well as subscribing to or repurchasing money market funds issued by domestic securities investment trust enterprises, are not subject to this restriction.
II. Carrying out mergers, divisions, acquisitions, or share transfers.
III. Losses from engaging in derivative transactions reach the total or individual contract loss	Chapter 8: Information Disclosure
Article 38: When the Company acquires or disposes of assets and any of the following circumstances occur, the Company is required, according to the nature and in the format prescribed by the competent authorities, to publicly disclose and file the relevant information on the website designated by the authority within two days from the date the facts occurred.
I. Acquisitions or disposals of real estate or its usage rights from or to related parties, or transactions involving other assets with related parties outside of real estate or its usage rights, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, trading domestic government bonds, bonds with repurchase and resale conditions, as well as subscribing to or repurchasing money market funds issued by domestic securities investment trust enterprises are not subject to this restriction.
II. Carrying out mergers, divisions, acquisitions, or share transfers.
III. Losses from engaging in derivative transactions reach the total or individual contract loss limit amount specified in the prescribed handling procedures.	I. Due to typographical and punctuation errors, the provisions in Item 1 and Subitem 1 of Item 1 have been corrected.
II. For the purpose of regulatory compliance effectiveness, the Company has amended the wording of Items 4 and 5 in Article 1 to specify that the paid-in capital shall comply with the provisions of the relevant regulations.

| limit amount specified in the prescribed handling procedures.
IV. Assets acquired or disposed of are classified as equipment or right-of-use assets for business operations, and the transaction counterparties are non-related parties, with transaction amounts reaching NT$500 million or more.
V. The Company’s acquisition or disposal of real estate or usage rights assets for construction business purposes, where the transaction counterparty is not a related party, and the transaction amount reaches or exceeds NT$500 million.
VI. Real estate acquired through self-developed land construction, leased land construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sales, where the transaction counterparties are not related parties, and the Company expects the transaction amount to reach or exceed NT$500 million.
VII. Aside from the former six categories, any asset transactions or investments in mainland China with transaction amounts reaching 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this limitation:
(I) Trading of domestic | IV. Assets acquired or disposed of are classified as equipment or right-of-use assets for business operations, the transaction counterparties are non-related parties, and the transaction amount meets one of the following criteria:
(I) For publicly listed companies with paid-in capital of less than NT$10 billion, transaction amounts exceeding NT$500 million.
(II) For publicly listed companies with paid-in capital exceeding NT$10 billion, transaction amounts exceeding NT$1 billion.
V. The Company’s acquisition or disposal of real estate or usage rights assets for construction operations, where the counterparty is not a related party, involves a transaction amount of NT$500 million or more; among these, if the paid-in capital reaches NT$10 billion or more, and the transaction involves the disposal of self-constructed completed real estate projects with a counterparty that is not a related party, the transaction amount must be NT$1 billion or more.
VI. Real estate acquired through self-developed land construction, leased land construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sales, where the transaction counterparties are not related parties, and the Company expects the |
| --- | --- |

government bonds or foreign government bonds with a credit rating not lower than Taiwan's sovereign rating. (II) Trading bonds with repurchase and resale conditions, as well as subscribing to or repurchasing money market funds issued by domestic securities investment trust enterprises. The transaction amount in the preceding item is calculated as follows: I. The amount of each transaction. II. The amount of transactions accumulated within one year for acquiring or disposing of the same nature of assets with the same counterparty. III. The amount accumulated within one year from the acquisition or disposal (accumulated separately for acquisition and disposal) of real estate or its usage rights assets related to the same development project. IV. The amount accumulated within one year from the acquisition or disposal (accumulated separately for acquisition and disposal) of the same security. The term "within one year" as mentioned above is based on the date the transaction actually occurred, retrospectively calculated for one year. Items already disclosed in accordance with this procedure are exempt from being counted again. The Company is required

transaction amount to reach or exceed NT$500 million. VII. Aside from the former six categories, any asset transactions or investments in mainland China with transaction amounts reaching 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this limitation: (I) Trading of domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan's sovereign rating. (II) Trading bonds with repurchase and resale conditions, as well as subscribing to or repurchasing money market funds issued by domestic securities investment trust enterprises. The transaction amount in the preceding item is calculated as follows: I. The amount of each transaction. II. The amount of transactions accumulated within one year for acquiring or disposing of the same nature of assets with the same counterparty. III. The amount accumulated within one year from the acquisition or disposal (accumulated separately for acquisition and disposal) of real estate or its usage rights assets related to the same development project. IV. The amount accumulated within one year from the acquisition or disposal (accumulated separately for acquisition and disposal) of the same security.

to submit monthly reports on its own and its non-domestically publicly listed subsidiaries’ derivative transactions as of the end of the previous month. These reports must be entered into the information reporting website designated by the Financial Supervisory Commission by the 10th day of each month, in the prescribed format. If any errors or omissions are identified in the items the Company is required to disclose according to regulations, the Company shall re-announce and file all items within two days from the date of becoming aware of such errors or omissions. When the Company acquires or disposes of assets, it shall keep the relevant contracts, meeting minutes, registration books, appraisal reports, and opinions from accountants, lawyers, or securities underwriters on file. Except as otherwise required by law, these documents shall be retained for at least five years.	The term "within one year" as mentioned above is based on the date the transaction actually occurred, retrospectively calculated for one year. Items already disclosed in accordance with this procedure are exempt from being counted again. The Company is required to submit monthly reports on its own and its non-domestically publicly listed subsidiaries’ derivative transactions as of the end of the previous month. These reports must be entered into the information reporting website designated by the Financial Supervisory Commission by the 10th day of each month, in the prescribed format. If any errors or omissions are identified in the items the Company is required to disclose according to regulations, the Company shall re-announce and file all items within two days from the date of becoming aware of such errors or omissions. When the Company acquires or disposes of assets, it shall keep the relevant contracts, meeting minutes, registration books, appraisal reports, and opinions from accountants, lawyers, or securities underwriters on file. Except as otherwise required by law, these documents shall be retained for at least five years.
Chapter 9: Supplementary Provisions
Article 41: Control Procedures for Subsidiaries
The subsidiaries shall also	Chapter 9: Supplementary Provisions
Article 41: Control Procedures for Subsidiaries
The subsidiaries shall also	In light of Article 35 of the "Regulations Governing the Acquisition and Disposal of Assets by

| establish the "Regulations Governing the Acquisition and Disposal of Assets" in accordance with the relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. These regulations shall be implemented after approval by the subsidiaries’ boards of directors and subsequently by the subsidiaries’ shareholders’ meetings. The same procedure shall apply to any amendments. When subsidiaries acquire or dispose of assets, they shall also comply with the Company’s regulations. | establish the "Regulations Governing the Acquisition and Disposal of Assets" in accordance with the relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. These regulations shall be implemented after approval by the subsidiaries’ boards of directors and subsequently by the subsidiaries’ shareholders’ meetings. The same procedure shall apply to any amendments. When subsidiaries acquire or dispose of assets, they shall also comply with the Company’s regulations.
The provision regarding ten percent of total assets is calculated based on the total assets amount reported in the most recent individual or separate financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. If a subsidiary’s shares are either without a par value or have a par value other than NT$10 per share, the transaction amount related to 20% of the paid-in capital stipulated in this procedure shall be calculated as 10% of the equity attributable to the owners of the Company; the transaction amount related to a paid-in capital of NT$10 billion stipulated in this procedure shall be calculated as NT$20 billion of equity attributable to the owners of the parent company. | Public Companies," which corresponds to Items 3 and 4, the original intent was not to regulate subsidiaries but rather to serve as a general provision under Chapter 4’s supplementary rules. Accordingly, this article has been moved to the newly added Article 45 with appropriate textual revisions. |
| --- | --- | --- |
| Article 45: Miscellaneous Provisions
The provision regarding ten percent of total assets is calculated based on the total assets amount reported in the most recent individual or separate financial statements | | This article is newly added. The provisions of Article 41, Paragraphs 3 and 4 have been relocated to Article 45, with corresponding amendments made to |

prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Company shares are either without a par value or with a par value other than NT$10 per share, with transaction amount related to 20% of the paid-in capital stipulated in this procedure shall be calculated as 10% of the equity attributable to the owners of the Parent Company.		related articles.
Article 46: Any matters not covered in this procedure shall be handled in accordance with the relevant laws and regulations.	Article 45: Any matters not covered in this procedure shall be handled in accordance with the relevant laws and regulations.	In accordance with the addition of Articles 45 and 46, the article numbers have been adjusted sequentially.

Discussion2

Subject: Proposal to Lift the Non-Compete Restriction on Independent Director Ming-Jang Weng of the Company's 36th Board of Directors.

Description:

I. Pursuant to Paragraph 1, 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.

II. The proposal has been resolved in the 10th meeting of the 36th Board of Directors. Please refer to the attachment for the director's concurrent positions in other business units, and it is proposed to the shareholders' meeting to approved the proposal to release him from the non-compete restriction.

Director candidate	Ming-Jang Weng
Name of other business units in which concurrently holding position	Perfect Medical Industry Co., Ltd.
Job title	Independent Director
Institution represented	NA
Same or similar business operated as the Company	Wholesale of Alcohol
Wholesale of Other Chemical Products
Wholesale of Cosmetics
Retail Sale of Alcohol
Retail Sale of Other Chemical Products
Retail Sale of Cosmetics
Warehousing
Waste Disposing
Waste Treatment
All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Resolution:

Externerary Motion

Meeting Adjourned

Appendices

Rules of Procedure for Shareholders' Meetings of Taiwan Fertilizer Co., Ltd.
Articles of Incorporation of Taiwan Fertilizer Co., Ltd.
Procedures for the Acquisition and Disposal of Assets of Taiwan Fertilizer Co., Ltd.
Status of Share Ownership by Directors (Independent Directors)

Appendix I

Rules of Procedure for Shareholders' Meeting of Taiwan Fertilizer Co., Ltd.

Amended at General Shareholders' Meeting on June 24, 2014
Amended at General Shareholders' Meeting on June 29, 2018
Amended at General Shareholders' Meeting on June 22, 2020
Amended at General Shareholders' Meeting on July 28, 2021

Article 1 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by Company Act, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2 The shareholders referred to herein shall mean the shareholders per se and their proxies.

Article 3 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of competent personnel assigned to handle the registrations.

Shareholders or their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the present shareholders with an attendance book to sign, or present shareholders may hand in a sign-in card in lieu of signing in.

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

The Company shall furnish present shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.

Where there is an election of directors or independent directors, pre-printed ballots shall also be furnished.

Article 4 Attendance and votes at shareholders' meetings shall be calculated based on numbers of shares.

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

When a shareholder is an interested party in relation to a motion, and there is the

likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that motion, and may not exercise voting rights as proxy for any other shareholder.

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

Article 5 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 6 If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is on leave or for any reason unable to exercise the powers of the chairperson, the Chairman shall appoint one of the directors to act as chairperson. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as the chairperson.

When a director serves as the chairperson, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall apply where the chairperson is a representative of a corporate director.

If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convener shall chair the meeting. When there are two or more such conveners, they shall mutually select a chairperson from among themselves.

Article 7 The Company may appoint its attorneys-at-law, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm badges.

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

The recorded materials referred to in the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder initiates a legal action pursuant to Article 189 of the Company Act, the materials shall be retained until the conclusion of the litigation.

Article 9 The chair shall call the meeting to order at the appointed meeting time, while announcing the related information of shares without voting rights and attending shares. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a

tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

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

Article 10 The board shall set the agenda for the meetings which it convenes. Relevant proposals (including extraordinary motions and amendments to the original proposals) shall be decided on a case-by-case basis. The meeting shall be carried out based on the agenda, and shall not be changed without the resolution of the shareholders.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the Board of Directors.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Extraordinary Motion), except by a resolution of the shareholders’ meeting.

Article 11 Unless the chair violates the rules of procedures, and the other members of the board promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, and the agreement of a majority of the votes represented by the attending shareholders continues the meeting, a chair shall not be re-elected to hold a meeting at the original or another new venue.

Article 12 When a meeting is in progress, the chairperson may announce a break based on time considerations.

Before speaking, a present shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker's slip, the spoken contents shall prevail. When a present shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder who gives the speech. The chairperson shall stop any violation.

Article 13 Except with the consent of the chairperson, a shareholder may not speak more than twice on the same motion, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules referred to in the preceding paragraph or exceeds the scope of the motion, the chairperson may terminate the speech.

Article 14 When the government or a corporation is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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

Article 15 After a present shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 16 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.

Shareholders may exercise their voting power in correspondence or by electronic transmission in shareholder meetings, and the exercise method shall be specified in the notice of shareholders meeting in the both cases. Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, this is also considered to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

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

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

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

Article 17 The chairperson must allow for sufficient time to explain and discuss the various motions, amendments or special motions proposed during the meeting. The chairperson may announce discontinuance of further discussions if the issue in question is considered to have been sufficiently discussed to proceed with the voting and arrange sufficient voting time.

Matters pertaining to election or discharge of directors and independent directors,

alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchanges Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers hereof, shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions.

The notification for the convening of shareholder meeting has announced the re-election of directors and independent directors and the inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.

Shareholders may proposal motions for discussion at shareholders general meetings, which will be processed in accordance with Article 172-1 of the Company Act.

Article 18

Unless otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. During the voting process, the chair or the designated personnel announce the total number of the eligible voting rights of the attending shareholders case by case and then carry out the voting. On the same day of the meeting, the number of agree, disagree and abstain are entered into the Market Observation Post System.

When there is an amendment or an alternative to a motion, the chairperson shall present the amended or alternative motion together with the original motion and decide the order in which they will be put to a vote. When any one among them is passed, the other motions will then be deemed rejected, and no further voting shall be required. The scrutineers and counting personnel for the voting on a motion shall be appointed by the chairperson, provided that the scrutineers shall be shareholders of the Company. Vote counting for shareholders' meeting motions or elections shall be conducted in public at the venue where the shareholders' meeting is held. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

The ballots which meet any of the following circumstances shall be held invalid, and the votes represented by the ballots shall not be included into the calculation:

I. Failure to use the ballot form prepared by the Company.
II. Failure to cast the ballot into the ballot box.
III. The ballot remains blank or fails to express option toward the proposal.
IV. The ballot contains other irrelevant text in addition to the particulars to be

identified.

V. The ballot is illegible or tampered.

VI. The proxy uses the ballot in violation of the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”

The voted issues shall be made into a resolution record signed or stamped by the chair and then distributed to each shareholder within twenty days after the meeting. The production and the distribution of the resolution record can be made electronically.

The distribution of the aforementioned resolutions can be entered into the Market Observation Post System to be publicly announced.

The resolution proceedings shall correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of directors and independent directors, the votes received by each nominee shall also be disclosed. These records are to be kept permanently during the Company’s existence.

Article 19 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted beyond said-noted time limit, votes cast at the meeting by the proxy shall prevail.

Article 20 Election of directors and independent directors, shall comply with the Company Act, related laws and regulations, and the Company’s procedures of elections. The result shall be announced onsite, including the names of the elected directors and independent directors, and their votes, as well as the names and votes of these directors and independent directors not elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineer and kept in proper custody for at least 1 year. If, however, a shareholder initiates a legal action pursuant to Article 189 of the Company Act, the materials shall be retained until the conclusion of the litigation.

Article 21 The chairperson may direct the proctors (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 arm badge bearing the word "Proctor."

At the place of a shareholders meeting equipped with microphone, if a shareholder attempts to speak through any device other than the equipment installed by the Company, the chairperson may prevent the shareholder from so doing.

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

Any persons attending the shareholders’ meeting are prohibited from bringing any objects sufficient to endanger another person's life, body, freedom and safety of property with them.

Article 22 If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use before all of the motions (including extemporary 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. The Rules shall be enforced upon approval of the Shareholders’ Meeting. The same shall apply where the Rules are amended.

Appendix II

Articles of Incorporation of Taiwan Fertilizer Co., Ltd.
Amended by the General Meetings on June 29th, 2016
Amended by the General Meetings on June 14th, 2017
Amended by the General Meetings on June 22nd, 2020
Amended by the General Meetings on June 29th, 2022
Amended by the General Meetings on June 26th, 2024
Amended by the General Meetings on June 10th, 2025

Chapter I. General Provisions

Article 1 The Company is incorporated as a company limited by shares defined in the Company Act, and the name is Taiwan Fertilizer Co., Ltd.

Article 2 The Company operates the following businesses:

C801010 Basic Chemical Industrial.
C801020 Petrochemical Materials Manufacturing.
C801110 Fertilizer Manufacturing.
C801990 Other Chemical Materials Manufacturing.
C802100 Cosmetics Manufacturing.
C802170 Toxic and Concerned Chemical Substances Manufacturing.
C802990 Other Chemical Products Manufacturing.
CC01060 Wired Communication Mechanical Equipment Manufacturing.
CC01080 Electronics Components Manufacturing.
CE01030 Optical Instruments Manufacturing.
F102180 Wholesale of Alcohol
F107050 Wholesale of Fertilizer.
F107060 Wholesale of Virulence Chemical Substance.
F107080 Retail Sale of Environmental Agents
F107200 Wholesale of Chemical Feedstock.
F107990 Wholesale of Other Chemical Products
F108040 Wholesale of Cosmetics
F113070 Wholesale of Telecommunication Apparatus.
F119010 Wholesale of Electronic Materials.
F203030 Retail Sale of Alcohol.
F207050 Retail Sale of Fertilizer.
F207060 Retail Sale of Virulence Chemical Substance.
F207080 Retail Sale of Environmental Agents.
F207200 Retail Sale of Chemical Feedstock.

F207990 Retail Sale of Other Chemical Products.
F208040 Retail Sale of Cosmetics.
F212011 Gas Stations.
F212990 Retail Sale of Other Petrochemical Fuel Products.
F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
F301010 Department Stores.
F301020 Supermarkets.
F401010 International Trade.
F501060 Restaurants.
G202010 Parking area Operators.
G406061 Ship Stevedore Operator.
G801010 Warehousing.
H701010 Housing and Building Development and Rental.
H701020 Industrial Factory Development and Rental.
H701040 Specific Area Development.
H701050 Investment, Development and Construction in Public Construction.
H703010 Plant Leasing.
H703020 Warehouse Leasing.
H703030 Office Building Leasing.
I301010 Information Software Services.
I301020 Data Processing Services.
I301030 Electronic Information Supply Services.
I401010 General Advertisement Service.
J101030 Waste Disposing.
J101040 Waste Treatment
J101060 Wastewater 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.

Article 3

The Company's total amount of reinvestments shall not exceed the net worth of the financial statements audited or reviewed by a certified public accountant; is not restricted by the limitation that the reinvestment shall not exceed 40% of the amount of its own paid-up capital in Article 13 of the Company Act; the total amount of the reinvestment in the businesses not the Company's major business, shall not exceed 100% of the paid-in capital.

Article 4 The Company locates its headquarter in Taipei City, and may set up branches at proper locations internationally and domestically if the business requires. Any setup, change, or withdrawal is subject to the Board's resolution.

Article 5 The Company makes public announcements at the prominent position on the daily newspaper issued at where the headquarter is. If the securities competent authorities specify otherwise, this does not apply.

Chapter II. Shares

Article 6 The total authorized capital of the Company is NT$9.8 billion, and divided as 980 million shares, with par value NT$10 per share, and fully issued.

Article 7 The issued Company's shares are exempted from printing hardcopies; however, the registration shall be made to the collective securities custody enterprises.

Article 8 The entries in the shareholders' roster shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter III. Shareholders' Meeting

Article 9 Shareholders' meeting shall include regular and special meetings. The regular meeting of shareholders shall be held at least once every year, convened within six months after the close of each fiscal year pursuant to laws. A special meeting of shareholders, unless the Company Act specifies otherwise, may be convened by the Board or the independent directors pursuant to laws when required; shareholder(s) who has (have) continuously held 3% or more of the total number of outstanding shares for a period of one year or a longer time may, by filing a written proposal setting forth therein the subjects for discussion and the reasons, request the Board to call a special meeting of shareholders.

Article 10 A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. To the shareholders possessing shares fewer than 1,000 registered shares, the notice to convene a regular meeting of shareholders may be given to each shareholder no later than 30 days prior to the scheduled meeting date, and 15 days prior to the scheduled special meeting date.

Article 11 Where any shareholder is unable to attend any shareholders' meeting due to any cause, he/she may appoint a proxy to attend, by presenting the proxy form provided by the Company that specifies the authorization scope, with the shareholders' signature or seal.

Pursuant to the competent authorities' regulations, shareholders may exercise their

voting power through electronic transmission; the shareholders exercising the voting power by way of electronic transmission are deemed to attend the meeting in person; the related matters shall comply with laws and regulations.

Article 11-1 Pursuant to the competent authorities' regulations, shareholders may exercise their voting power through electronic transmission; the shareholders exercising the voting power by way of electronic transmission are deemed to attend the meeting in person; the related matters shall comply with laws and regulations.

Article 12 Pursuant to the competent authorities' regulations, shareholders may exercise their voting power through electronic transmission; the shareholders exercising the voting power by way of electronic transmission are deemed to attend the meeting in person; the related matters shall comply with laws and regulations.

Article 13 For a shareholders' meeting convened by the board of directors, the chair of the meeting shall be the Chairman; when the Chairperson is on leave or for any reason, and is unable to exercise the powers of the chairperson, the Chairperson may designate one director to act on his/her behalf; if the Chairperson does not make such a designation, a director may be elected by and from among themselves.

Where a director is acting as the chair, the director shall have taken office for six months or more, and understand the financial and business status of the Company. The same shall apply where the chairperson is a representative of a corporate director.

Where for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 14 Each share held by each shareholder represents one vote.

Article 15 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be affected by means of the announcement.

The distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be affected by means of the announcement.

Chapter IV. Directors and the Audit Committee

Article 16 The Company sets nine to eleven seats of directors, at least three of them are

independent directors, and are elected by the shareholders' meeting from among the persons with disposing capacity. The term of the office is three years, and the directors may be re-elected for the next term; provided, the independent directors must not take the office for more than nine straight years. The total amount of the registered shares of the Company held by all the directors shall comply with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies."

The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

Where the chairman of the board of directors and the president or person of an equivalent post are the same person, spouses or relations within the first degree of kinship, independent directors in Paragraph 1 shall be established as four.

Article 16-1 The election of independent directors and non-independent directors adopts the candidate nomination system. Shareholders shall elect from the candidate list, both for directors and independent directors, while the seats of elected are counted separately.

The qualifications, shareholdings, restrictions on the positions concurrently held, nomination and election methods, and other matters to be complied with, shall comply with the regulations of the competent authority of securities.

Article 16-2 The Company has established the Audit Committee pursuant to the Securities and Exchange Act. The Audit Committee is composed of the entire number of independent directors, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The duties, organization and charter, power exercise, and other matters for compliance shall comply with the Competent Authority's related regulations.

Article 16-3 The Company has established the Remuneration Committee pursuant to Article 14-6 of the Securities and Exchange Act. The Remuneration Committee and its member exercise their power pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.

Article 17 The directors organize the Board of Directors, and the Chairman is elected among the directors. The Chairman represents the Company externally, and act as the chair of the shareholders' meetings and board meetings. He/she shall comprehensively manage the Company's affairs by following the guidelines determined by the Board.

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

Review and determine the business and financial guidelines.

Review and determine the business plans and oversees the implementation.
Review and determine the budgets and settlements.
Formulate the increase/decrease of the capital
Review and determine the issuance of corporate bonds.
Formulate the earning distributions and loss covering.
Obtain, transfer, grant the external material contracts, key technological know-how and patents, as well as approve, amend, and terminate the technological partnership contracts.
Formulate the amendments to the Articles of Incorporation.
Review and determine the organizational regulations, procedures, and key charters of the Board and the Company.
Discuss and determine the setup, change, and withdrawal of branches.
Appoint and discharge the general manager and deputy general manager.
Appoint and discharge the independent accountants.
Discuss and determine the limits of endorsements, guarantees, and acceptances under the name of the Company.
Approve the material transactions with related parties (including affiliated companies)
Convene shareholders' meetings.
Other powers granted pursuant to laws, regulations, and the resolutions of shareholders' meetings.

Article 19

The general meetings of the Board shall be convened at least every quarter. In emergency circumstances, however, a meeting may be called any time. Where a meeting of the Board of Directors is called by the Chairperson of the Board, the meeting shall be chaired by the Chairperson. When the Chairperson is on leave or for any reason, and is unable to exercise the powers of the chairperson, the Chairperson may designate one director to act on his/her behalf; if the Chairperson does not make such a designation, a director may elected by and from among themselves.

Pursuant to Paragraph 4, Article 203, or Paragraph 3, Article 203-1, a board meeting convened by the majority or more of directors on their own, the chair shall be elected from these directors.

Where any director is absent from a board meeting due to some reason, he/she may appoint a proxy in writing to exercise his/her authority on his/her behalf.

Article 20

Except as otherwise stated in the Company Act, the Company's Articles of Incorporation or related laws for a higher quorum, a resolution on a matter at a board meeting shall be made by the majority of attending directors in a meeting attended

by the majority of all directors. The meeting minutes shall be affixed with the signature or seal of the chair, and Article 15 shall apply, mutatis mutandis.

Article 21
The remuneration to the Chairman shall be calculated on the basis of the general manager's remuneration amount, and paid by multiplying by 1.25. The remunerations of the remaining directors and independent directors shall not exceed the highest salary level on the Company’s salary scale.

In addition to the remunerations in the preceding paragraph, the Board of Directors is authorized to formulate regulations for the payment for the Chairman’s resignation and retirement.

Chapter V. Managerial Personnel

Article 22
The Company appoints one general manager who follows the guidelines determined by the Board and orders of the Chairman, to handle all the Company’s businesses, and command and supervise the subordinating employees. Two to four deputy general managers are appointed to assist the General Manager.

The appointment and discharge and the remuneration of the managerial personnel in the preceding paragraph shall comply with the Company Act.

Chapter VI. Accounting

Article 23
The Company’s fiscal year is from January 1st to December 31st every year. The general final accounts shall be made at the end of a year.

Article 24
After a fiscal year ends, the Board shall prepare the books, forms/statements for accountants to audit and certify, send to the Audit Committee for further audit 30 days prior to the regular shareholders’ meeting, and submit to the shareholders’ meeting for ratification.

I. Business Report.
II. Financial Statements
III. Proposal to distribute earnings or offset losses.

Article 25
If the Company records a profit in a year, it shall appropriate 1% to 3% of the profit as remuneration to employees and not more than 1.6% of the profit as remuneration to Directors. Additionally, contribute no less than 0.01% as the remunerations to the frontline employees. However, the amount to offset the Company’s accumulated losses shall be set aside in advance.

The employees and directors’ remuneration in the preceding paragraph, shall be resolved by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, and report to the shareholders’ meeting.

In the case the Company has surplus profit after settling the annual accounts, when

allocating its surplus profits after having paid all taxes and dues, it shall first set aside ten percent of said profits as legal reserve, and appropriate or reverse the special reserves as required by laws. The sum of such balance with the accumulated undistributed earnings from the previous year is deemed the distributable earnings. However, the special reserves may be reserved or appropriated as the operation requires, and the Board of Directors will propose the earnings distribution to the AGM to distributing bonus to shareholders.

The Company's shareholder dividends should consider the characteristics of the diversified business, and the changes in the economy, while taking the future capital needs during the life cycle of each product or service, and business development and shareholder rights into account. Unless there are major investment plans, material changes in financial conditions, major operational changes and capacity expansion or other major capital expenditures, the shareholders' cash dividend distribution ratio shall not be lower than 10% of the total dividends for the year, and shall be reported to shareholders' meeting for approval and enforcement.

Chapter VII. Bylaw

Article 26 The Company may, pursuant to the Company's "Operating Procedures for Loaning of Funds and Making of Endorsements/Guarantees" based on the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies," to conduct external guarantees when the business requires.

Article 27 Any matters not covered herein shall be handled in accordance with the Company Act, the Company's Articles of Incorporation and other related laws.

Article 28 The Company's various rules and regulations are separately established.

Article 29 The Articles of Incorporation were established and approved in the incorporation meeting on June 4th, 1947. The amendment was made on September 1st, 1952 in the regular shareholders' meeting; the amendment was made on June 19th, 1953 in the special shareholders' meeting; the amendment was made on April 5th, 1954 in the regular shareholders' meeting; the amendment was made on March 31st, 1955 in the regular shareholders' meeting; the amendment was made on April 25th, 1958 in the regular shareholders' meeting; the amendment was made on November 15th, 1958 in the special shareholders' meeting; the amendment was made on May 14th, 1959 in the regular shareholders' meeting; the amendment was made on May 10th, 1960 in the first special shareholders' meeting; the amendment was made on October 21st, 1960 in the second special shareholders' meeting; the amendment was made on April 29th, 1961 in the regular shareholders' meeting; the amendment was made on March 18th, 1963 in the regular shareholders' meeting; the amendment was made on March

22nd, 1964 in the regular shareholders’ meeting; the amendment was made on March 31st, 1965 in the regular shareholders’ meeting; the amendment was made on August 16th, 1967 in the regular shareholders’ meeting; the amendment was made on August 20th, 1969 in the regular shareholders’ meeting; the amendment was made on September 15th, 1970 in the regular shareholders’ meeting; the amendment was made on October 6th, 1972 in the regular shareholders’ meeting; the amendment was made on March 2nd, 1974 in the regular shareholders’ meeting; the amendment was made on July 24th, 1976 in the regular shareholders’ meeting; the amendment was made on May 14th, 1982 in the regular shareholders’ meeting; the amendment was made on May 20th, 1983 in the regular shareholders’ meeting; the amendment was made on May 23rd, 1986 in the regular shareholders’ meeting; the amendment was made on May 22nd, 1987 in the regular shareholders’ meeting; the amendment was made on November 30th, 1987 in the first special shareholders’ meeting; the amendment was made on September 27th, 1990 in the regular shareholders’ meeting; the amendment was made on September 21st, 1991 in the regular shareholders’ meeting; the amendment was made on September 17th, 1993 in the regular shareholders’ meeting; the amendment was made on September 29th, 1994 in the regular shareholders’ meeting; the amendment was made on May 20th, 1995 in the regular shareholders’ meeting; the amendment was made on September 30th, 1995 in the regular shareholders’ meeting; the amendment was made on September 30th, 1996 in the regular shareholders’ meeting; the amendment was made on September 27th, 1997 in the regular shareholders’ meeting; the amendment was made on November 10th, 1999 in the regular shareholders’ meeting; the amendment was made on May 16th, 2000 in the first special shareholders’ meeting; the amendment was made on June 26th, 2001 in the regular shareholders’ meeting; the amendment was made on June 23rd, 2003 in the regular shareholders’ meeting; the amendment was made on June 25th, 2004 in the regular shareholders’ meeting; the amendment was made on June 24th, 2005 in the regular shareholders’ meeting; the amendment was made on June 14th, 2006 in the regular shareholders’ meeting; the amendment was made on June 13th, 2007 in the regular shareholders’ meeting; the amendment was made on June 16th, 2009 in the regular shareholders’ meeting; the amendment was made on June 17th, 2010 in the regular shareholders’ meeting; the amendment was made on June 22nd, 2011 in the regular shareholders’ meeting; the amendment was made on June 27th, 2012 in the regular shareholders’ meeting; the amendment was made on June 25th, 2013 in the regular shareholders’ meeting; the amendment was made on June 24th, 2014 in the regular shareholders’ meeting; the amendment was made on June 29th, 2016 in the regular shareholders’ meeting; the amendment

was made on June 14th, 2017 in the regular shareholders' meeting; the amendment was made on June 22nd, 2020 in the regular shareholders' meeting; the amendment was made on June 29th, 2022 in the regular shareholders' meeting; the amendment was made on June 26th, 2024 in the regular shareholders' meeting; the amendment was made on June 10th, 2025 in the regular shareholders' meeting.

Appendix III

Procedures for the Acquisition and Disposal of Assets of Taiwan Fertilizer Co., Ltd.

Amended on June 20th, 2019 in the regular shareholders’ meeting
Amended on June 29th, 2022 in the regular shareholders’ meeting

Chapter I. General Provisions

Article 1 These procedures are established pursuant to Article 36-1 of the Securities and Exchange Act The Company shall observe the Procedures when acquiring or disposing assets, unless laws and regulations required otherwise.

Article 2 The term "assets" as used in these Procedures includes the following:

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

II. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

III. Memberships.

IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets.

V. Right-of-use assets.

VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

VII. Derivatives.

VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with the law.

IX. Other major assets.

Article 3 Terms used in the Procedures are defined as follows:

I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variables; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance, performance, after-sales service, long-term leasing, or long-term purchase (sales) contracts.

II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business

Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.

III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

IV. Professional appraiser: Refers to a real property appraiser or another person duly authorized by law to engage in the value appraisal of real property or equipment.

V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted according to the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

Article 4 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since serving a sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

II. May not be a related party or de facto related party of any party to the transaction.

III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:

I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

II. When conducting a case, they shall appropriately plan and execute adequate working procedures to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

III. They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion. They have evaluated and found that the information used is appropriate and reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 5 Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Chapter II Procedures for Acquisition or Disposal of Real Property, Equipment or Right-of-Use Asset Thereof

Article 6 Appraisal and Operating Procedures

I. The appraisal procedures for acquiring or disposing of real property, equipment or right-of-use asset thereof shall be pursuant to Article 7 or 9.

II. The departments in charge shall report the causes, underlying objects, transaction counterparties, transferring price, payment/reception terms, price references of the intended acquisition or disposal, among other things, to the responsible units for judgment.

III. The related operation shall comply with the related regulations of the Company's internal control system and the Procedures.

Article 7 Determination Procedures for the Transaction Terms and Authorized Limits

I. Where the Company acquires and disposes of real property, equipment, and the right-of-use asset thereof, the ex-ante consent or ex-post ratification, or reference of the Board is required; in case of the circumstances specified in Article 185 of the Company Act, the consent of the shareholders' meeting is required.

II. The determination procedures and references for acquiring and disposing of real property, equipment, or the right-of-use asset thereof depend on the following circumstances:

(I) For acquiring or disposing of real properties and equipment, or the right-

of-use thereof, the announced current value, assessed current value, actual transaction price or book value of the real properties in the neighborhood, and the supplier’s quotation shall be referred to, and engage the professional appraiser for appraisal reports per Article 9, in order to determine the transaction terms and prices, and prepare an analysis report; the report shall be approved level by level pursuant to the “Table of Authorities and Responsibilities Division among the Board and Managerial Personnel,” the “Detailed Authorization Table by Level,” and the “Table of Authorities and Responsibilities Division between Headquarter and Factories.” The Company may select either price comparison, negotiation, or tender for acquiring or disposing of real properties.

(II) For acquiring or disposing of equipment, or the right-of-use thereof, the Company may select either price comparison, negotiation, or tender; for these qualified, the appraisal reports presented by the professional appraisers per requirements shall be referred to.

Article 8 Execution unit

I. Real property and its right-of-use asset: executed by the business units in charge.

II. Equipment and its right-of-use asset: executed by the business units in charge.

Article 9 Applicable Scope for Engaging Experts to Present Appraisal Reports

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser (refer Attachment 1 for the matters to be recorded in the appraisal report) and shall further comply with the following provisions:

I. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

II. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the

appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

(I) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

(II) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 38, paragraph 2 herein; items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Except where a limited price, specified price, or special price is employed by a construction enterprise as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the appraisal report shall be obtained within 2 weeks counting inclusively from the date of occurrence, and the certified public accountant's opinion under sub-paragraph 3 of the paragraph 1 shall be obtained within 2 weeks counting inclusively from the day the appraisal report is obtained.

Article 10 Limits of Acquiring Real Properties or the Right-of-Use Thereof for Non-Business Uses:

Purchase of real properties and the right-of-use assets thereof for non-business uses must not exceed 20% of the Company's paid-in capital of the period. Where each subsidiary purchases real properties and the right-of-use assets thereof for non-business uses individually, such purchases must not exceed 20% of the subsidiary's paid-in capital of the period.

Chapter III Procedures for Acquisition or Disposal of Negotiable Securities

Article 11 Appraisal and Operating Procedures

For the acquisitions and disposals of negotiable securities, the Company conducts pursuant to the requirements related to the investment circulation in the internal control system and the Procedures

Article 12 Determination Procedures for the Transaction Terms and Authorized Limits

When engaging in transactions of negotiable securities, unless such negotiable securities have the publicly quoted prices in an active market, or otherwise provided by regulations of the Financial Supervisory Commission (FSC), prior to the date of occurrence of the event, the Company shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price; the net value per share, profitability, and future development potential shall be taken into account for preparing analysis reports to be submitted to the Chairman, and the transactions may only be conducted upon the approval of the Board; provided where the “Table of Authorities and Responsibilities Division among the Board and Managerial Personnel” provides otherwise, such requires shall apply.

Article 13 Execution unit

I. Long-term negotiable securities: executed by the business units in charges.

II. Short-term negotiable securities: executed by the business units in charges.

Article 14 Obtaining the experts’ opinions When the Company’s transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market or where otherwise provided by regulations of the FSC The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 38, paragraph 2 herein; items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 15 Limits for Acquiring Negotiable Securities

The investment limits for the Company and its subsidiaries acquiring negotiable securities are as the following:

I. The total amount invested in long and short-term equity negotiable securities must not exceed the limits specified in the Articles of Incorporation. For the individual investments in long and short-term equity negotiable securities, the Company’s related regulations shall be complied with.

II. The total amount invested in long and short-term equity negotiable securities by each of the Company’s subsidiaries is NT$1 billion; for the individual investments in long and short-term equity negotiable securities, the total amount must not exceed NT$1 billion. Provided, where the Company establishes holding companies in the foreign countries or regions to enjoy tax benefits as a foreign investor, or the Company’s subsidiaries enjoying tax benefits located in the foreign countries or regions need to be restructured for adapting to the Company, or the Company’s subsidiaries enjoying tax benefits located in the foreign countries or regions that invest long and short-term

negotiable securities as a special case resolved by the Board for responding to the local regulatory requirements, the aforesaid reinvestment limits for individual subsidiary do not apply, but the shareholders’ meeting shall be reported to afterwards.

III. The total amount invested in long and short-term negotiable securities other than the company's equity must not exceed the paid-in capital; the total amount must not exceed 20% of the paid-in capital for the individual negotiable security investment. The total amount invested in long and short-term negotiable securities other than equity by each subsidiary must not exceed NT$80 million; for the individual negotiable security investment, the total amount must not exceed NT$20 million.

Chapter IV Procedures for Acquisition or Disposal of Intangible Asset and the Right-of-Use Asset thereof or Membership

Article 16 Appraisal and Operating Procedures

The appraisal and operating procedures for the Company to acquire or dispose intangible assets and the right-of-use asset thereof shall refer to Article 17 and the Company’s related regulations.

Article 17 Determination Procedures for the Transaction Terms and Authorized Limits

I. For acquiring or disposing of membership, the fair market value shall be referred to, in order to determine the transaction terms and prices, and prepare an analysis report; the report shall be approved level by level pursuant to the “Table of Authorities and Responsibilities Division among the Board and Managerial Personnel,” the “Detailed Authorization Table by Level,” and the “Table of Authorities and Responsibilities Division between Headquarter and Factories.”

II. For acquiring or disposing of intangible assets (trademark rights, expert know-how, patents, goodwill, etc.) or right-of-use thereof, the future economic benefits to the Company shall be taken into account, while referring to the experts’ evaluation reports or fair market values, in order to determine the transaction terms and prices, and prepare an analysis report; the report shall be approved level by level pursuant to the “Table of Authorities and Responsibilities Division among the Board and Managerial Personnel,” the “Detailed Authorization Table by Level,” and the “Table of Authorities and Responsibilities Division between Headquarter and Factories.”

Article 18 Execution Unit

Where the Company acquires intangible asset or the right-of-use asset thereof or membership, the department using the asset or the management department is responsible for execution.

Article 19 Expert’s Appraisal Opinion Report

Where the Company acquires or disposes of intangible assets or right-of-use assets

thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 38, paragraph 2 herein; items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Chapter V. Related Party Transactions

Article 20 When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, pursuant to the preceding three Chapters and this Chapter, if the transaction amount reaches 10% or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the preceding three Chapters.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Paragraph 2 of the preceding Article herein.

When judging whether a transaction counterparty is a related party and legal formalities, the substance of the relationship shall also be considered.

Article 21 Appraisal and Operating Procedures When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been deliberated by the Audit Committee and approved by the Board and recognized:

I. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

II. The reason for choosing the related party as a transaction counterparty.

III. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms is in accordance with Article 22 and Article 23.

IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction

counterparty's relationship to the company and the related party.

V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

VII. Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 38, paragraph 2 herein; and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been submitted to the Audit Committee for deliberation, and approved by the board of directors need not be counted toward the transaction amount.

With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's board of directors may pursuant to Article 6 and the "Table of Authorities and Responsibilities Division among the Board and Managerial Personnel," delegate the Chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

I. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

II. Acquisition or disposal of real property right-of-use assets held for business use.

Where the position of independent director has been created, when a matter is submitted for discussion by the Board pursuant to paragraph 1, the Board 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 meeting.

The matters to be deliberated by the Audit Committee pursuant to Paragraph 1, shall be approved by one-half or more of all audit committee members and submitted to the Board for a resolution. If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the Board meeting.

The terms "all audit committee members" and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public company’s total assets, the public company shall submit the materials in all the sub-paragraphs of paragraph 2 to the shareholders’ meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the Company and its parent company or subsidiaries or between its subsidiaries. The calculation of the transaction amount referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Paragraph 2 of Article 38, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been submitted to the shareholders’ meeting, deliberated by the Audit Committee and approved by the board of directors per the Procedures need not be counted toward the transaction amount.

Article 22 Reasonableness Evaluation of the Transaction Costs

When the Company acquires real property or right-of-use assets thereof from a related party, it shall evaluate the reasonableness of the transaction costs by the following means:

I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

When the Company acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the two preceding paragraphs, shall also engage a CPA to check the appraisal and render a specific opinion.

Where a public company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be

conducted in accordance with the preceding Article, and the preceding three paragraphs do not apply:

I. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the current transaction's signing date.

III. The real property is acquired by signing a joint development contract with the related party or by engaging a related party to build real property, either on the company's own land or on rented land.

IV. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital.

Article 23 When the results of a public company's appraisal conducted in accordance with Paragraphs 1 and 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 24. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

I. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(I) Where undeveloped land is appraised in accordance with the means in subparagraph 2 of the Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(II) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

II. Where the Company acquires real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions

involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

Article 24 Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken:

I. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost. It may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for, under Article 41, paragraph 1 of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.

II. The Audit Committee shall comply with Article 218 of the Company Act mutatis mutandis, pursuant to Article 14-4 of the Securities and Exchange Act.

III. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

Where the Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on the decline in the market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

When the Company acquires real property or right-of-use assets thereof from a related party, it shall also comply with the two preceding paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.

Chapter VI. Derivative Trade

Article 25 Transaction Principles and Guidelines

I. Types of transactions:

The derivatives engaged by the Company refer to forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from an asset, specified interest rate, foreign exchange rate, index, or other profits; or hybrid contracts combining the above contracts. The aforesaid forward contracts do not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

II. Operating and hedging strategies:
When engaging in derivative transactions, the main purpose shall be hedging, and when selecting the derivatives for transaction, the main derivatives shall be these hedging the risks generated from the Company’s operations, in the currencies needed for the Company’s actual import and export transactions. The overall net position of receipt and payment in foreign currencies shall be squared on its own as a principle to lower the overall foreign exchange risks and save the foreign exchange operation costs.

III. Responsibilities Division

(I) Financial personnel:
1. Fetching market information, determining trends and risks, familiar with financial products, related laws and regulations, and operating skills while conducting transactions based on authorized limits and upon responsible supervisors to avoid market price fluctuation risks.
2. Based on the estimated procurement volume provided by the procuring personnel after receiving orders, and the target range of the exchange rate costs, as well as the sales and import/export volumes of the Company, to confirm the foreign exchange positions, and establish the upper limit of the hedging position of each term (monthly or quarterly), for the purpose of reducing the exposure of the foreign exchange positions to risks.
3. Providing periodical performance evaluation reports regarding the positions in possession, for the executives designated by the Board as the reference and further evaluation.

(II) Accounting personnel:
1. Responsible for handling accounts
2. Responsible for disclosing the related transaction information in the financial report requested for approval
3. Responsible for verifying transactions and articulating the position balance.
4. Conducting announcements and reporting

(III) Audit personnel:
responsible for periodically making a determination of the suitability of internal controls on derivatives and conducting a monthly audit of how

faithfully derivatives trading by the trading department adheres to the Procedures for engaging in derivatives trading, analyzing the trading cycles, and preparing an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing.

IV. Performance Evaluation Principles and Procedures

(I) Hedging transaction

The performance evaluation is based on the profits and losses resulting from between the estimated procurement target exchange rates provided by the procuring personnel after receiving orders, and the derivative transactions engaged in.
The financial personnel shall appraise the positions possessed from derivative transactions at least twice a month; the appraisal reports shall be presented to the executives designated by the Board.

(II) Financial transaction

The performance evaluation is based on the profits and losses actually generated.
The financial personnel shall appraise the positions possessed from derivative transactions at least once a week; the appraisal reports shall be presented to the executives designated by the Board.

(III) To fully grasp and express the evaluated risks of transactions, the Company evaluates profits and losses with the monthly evaluations.

V. Defining the total amount of contracts and maximum loss

(I) Total amount of contracts and maximum loss

	Hedging transactions	Financial transactions
Investment limits for all contracts	Accounting for 70% of the operating revenue for the latest quarter	Accounting for 10% of the operating revenue for the latest quarter
Maximum loss for all contracts	20% of all contractual amount	10% of all contractual amount
Maximum loss for individual contract	20% of individual contractual amount	10% of individual contractual amount

(II) The stop-loss threshold is defined based on the average price of the signed derivative contracts; any breaching of the threshold shall be reported to the executives designated by the Board immediately, the necessary responding measures shall be taken, and the Board shall be reported to, too.

Article 26 Operating Procedures

I. Based on the estimated procurement target exchange rates provided by the procuring personnel after receiving orders and the net foreign exchange

positions, the movements and risks of the foreign exchange market at the time are analyzed to determine if hedging is needed, define the upper limit of hedging positions and target exchange rates, while formulating the hedging proposals to be presented and approved.

II. Authorized Limits

The following table of authorized limits is defined based on the growth of the Company’s revenue and evolutions of risk positions.

(I) Hedging transaction

Level	Amount of single completed transaction	Total amount of the net cumulative positions
General Manger	US$ Sixteen Million or other currencies equivalent	US$ Thirty-Two Million or other currencies equivalent
Officers Deputy General Manager	US$ Eight Million or other currencies equivalent	US$ Sixteen Million or other currencies equivalent
Financial Head	US$ Four Million or other currencies equivalent	US$ Eight Million or other currencies equivalent

(II) Financial transaction

Level	Amount of single completed transaction	Total amount of the net cumulative positions
General Manger	US$ Two Million or other currencies equivalent	US$ Four Million or other currencies equivalent
Officers Deputy General Manager	US$ One Million or other currencies equivalent	US$ Two Million or other currencies equivalent
Financial Head	US$ Five Hundred Thousand or other currencies equivalent	US$ One Million or other currencies equivalent

III. Transaction executions

(I) Execution unit: As transactions of derivatives evolve rapidly, with significant amounts and complicated calculations, the Finance Department is responsible for executing.

(II) Entering contracts: the Board authorizes the Chairman to enter the transaction contracts related to derivatives with various financial institutions

(III) Execution process: the process for the Company’s derivative transactions:
(1) Authorizing or approving the transaction; (2) operating the transaction; (3) verification; (4) settlement and delivery; (5) accounting; (6) risk management; and (7) audit.

IV. The Company engaging in derivatives trading shall establish a logbook in which details of the types and amounts of derivatives trading engaged in, Board approval dates, and the matters required to be carefully evaluated under the preceding Article shall be recorded in detail in the logbook.

Article 27 Risk Management Measures:

I. Credit risk management
(I) The selected transaction counterparties shall be the international and domestic famous financial institutions with good credit and reputation, and able to provide professional information, as the principle.
(II) The total unwritten-off amount of the same counterparty must not exceed 20% of the authorized limit; provided, this does not apply where the General Manager authorizes a special case.

II. Market risk management
The major market is the over-the-counter (OTC) of the counterparty.

III. Liquidity risk management
To ensure the liquidity, the financial institutions engaging transactions with shall have sufficient equipment, information, and trading capabilities, and be able to trade in any market.

IV. Cash flow risk management
To ensure that the Company has stable operating funds circulation, the Company may only conduct derivative transactions with the self-owned funds; the authorized trading personnel, not only strictly observe each requirement in the authorized limit table, but also pay attention to the Company’s cash flows to ensure sufficient cash for payment at the time of delivery. Also, the counterparties' credit status shall always be paid attention to.

V. Operating risk management
To avoid operating risks, the authorized limits and operating processes shall be fully complied with and integrated into the internal control regulations.

(I) Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
(II) The trading personnel shall give the transaction certificates or contracts to the verification personnel to register; attention shall be paid to see if the authorized limit exceeds the maximum amount for the transaction finance and loss.
(III) The verification personnel shall regularly check the detailed transactions and total amount with the counterparties.

(IV) Risk measurement, monitoring, and control personnel shall be reported to the Board by the senior management personnel designated by the Board

VI. Derivative risk management

The trading personnel and transaction counterparties shall possess the complete and accurate professional knowledge of the traded derivatives. The transaction counterparties are required to sufficiently disclose risks, avoid misusing the financial products and thus sustain losses.

VII. Legal risk management

To avoid the legal risks, any document to be signed with any bank must be reviewed by the Company’s legal personnel or the Counselor before signing.

Article 28 Regular evaluation methods and the handling of irregular circumstances.

I. The Finance Department shall appraise the positions possessed from derivative transactions at least once a week; provided, for the hedging transactions required for the business needs, at least twice a month; the appraisal reports shall be presented to the executives designated by the Board.

II. The Board shall evaluate the performance of the derivative transactions engaged in to see if the pre-defined operation strategies are met, and if the risks sustained are within the Company’s tolerance.

III. The executives designated by the Board shall evaluate if the currently adopted risk management measures are appropriate regularly, and fully comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” promulgated by the FSC and the Procedures.

IV. The executives designated by the Board shall supervise transactions, profit and loss all the time; when irregular circumstances are found, a report immediately made to the Board; where the Company has independent directors, an independent director shall be present at the meeting and express an opinion.

Article 29 Internal audit system

I. The internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, analyzing the trading cycles, and preparing an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing.

II. The audit reports shall, with the implementation status of annual audit plans for the internal audit operation, be reported to the FSC by the end of next February; and the improvement status of the irregular circumstances shall be reported to the FSC for reference no later than the end of next May.

Article 30 The Supervision Principles of Board when Engaging in Derivative Transactions

I. The executives designated by the Board shall supervise and control the risks of derivative transactions, the managerial principles are as follows:

(I) Evaluate if the currently adopted risk management measures are appropriate regularly, and fully comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” promulgated by the FSC and the Procedures.

(II) Supervise transactions, profit and loss all the time; when irregular circumstances are found, a report immediately made to the Board; where the Company has independent directors, an independent director shall be present at the meeting and express an opinion.

II. Evaluate the performance of the derivative transactions engaged in, to see if the pre-defined operation strategies are met, and if the risks sustained are within the Company’s tolerance.

III. When engaging in derivative transactions that are authorized to related personnel pursuant to the Procedures, such transactions shall be reported to the soonest Board meeting.

Chapter VII. Procedures for Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares

Article 31 Appraisal and Operating Procedures

I. When the Company conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100% of the respective subsidiaries' issued shares or authorized capital.

II. The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

III. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is

rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

Article 32 A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

I. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to the disclosure of the information.

II. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.

III. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of the board of directors meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.

Article 33 Every person participating in or privy to the plan for the merger, demerger,

acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for the merger, demerger, acquisition, or transfer of shares.

Article 34 The Company, when participating in a merger, demerger, acquisition, or transfer of shares, may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

I. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
II. An action, such as a disposal of major assets, that affects the company's financial operations.
III. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
IV. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
V. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
VI. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article 35 The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

I. Handling of breach of contract.
II. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
III. The amount of treasury stock participating companies are permitted under law to buy back after the record date of the share exchange ratio calculation and the principles for handling thereof.
IV. The manner of handling changes in the number of participating entities or companies.
V. Preliminary progress schedule for plan execution, and anticipated completion date.
VI. Scheduled date for convening the legally mandated shareholders meeting if the

Figure 36

Figure 37

plan exceeds the deadline without completion, and relevant procedures.

After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve the matter anew.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 32, Article 33, and the preceding article.

Chapter VIII. Public Disclosure of Information

Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

I. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

II. Merger, demerger, acquisition, or transfer of shares.

III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

IV. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets

any of the following criteria:

(I) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

(II) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

V. Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself. Furthermore, the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.

VI. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party. The amount the company expects to invest in the transaction reaches NT$500 million.

VII. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

(I) Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

(II) Where done by professional investors-securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

(III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:

I. The amount of any individual transaction.

II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

III. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets

thereof within the same development project within the preceding year.

IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

"Within the preceding year" as used in the preceding paragraph, refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowledge of such error or omission.

The Company, when acquiring or disposing of assets, shall keep all relevant contracts, meeting minutes, logbooks, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

Article 39 Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

I. Change, termination, or rescission of a contract signed in regard to the original transaction.

II. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

III. Change to the originally publicly announced and reported information.

Article 40 Public Announcement and Reports of Subsidiaries for Acquiring or Disposing of Assets

Information required to be publicly announced and reported in accordance with the provisions of the Chapter on acquisitions and disposals of assets by the Company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company.

The paid-in capital or total assets of the public company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining

whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing under Article 38, paragraph 1.

Chapter IX. Bylaw

Article 41 Controlling Procedures for Subsidiaries

The subsidiaries shall establish the “Procedures for the Acquisition and Disposal of Assets,” in accordance to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and submit the Procedures to the subsidiaries’ shareholders meetings after their Boards approve the same; the same requirements apply to the amendments.

When any subsidiary acquires or disposing of assets, the Company’s requirements shall be complied with.

For the calculation of 10% of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

In the case of a company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20% of paid-in capital under these Regulations, 10% of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to a paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

Article 42 Internal Audit

For the audit to the Procedures for the Acquisition and Disposal of Assets, unless the Procedures specify otherwise, the internal control system and related laws and regulations shall be complied with.

Article 43 Penalties

Where any of the Company’s employees violate the Procedures when engaging in acquisitions and disposals of assets, penalties will be imposed pursuant to the Company’s personnel appraisal regulations, depending on the materiality of such violations.

Article 44 Implementation and Amendment of the Procedures

The establishment of the Company’s Procedures for the Acquisition and Disposal of Assets shall be approved by one-half or more of all audit committee members and submitted to the Board for a resolution. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the Audit Committee, and follow the aforesaid procedures.

In the aforesaid circumstance, if approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the Board meeting.

The terms "all audit committee members" and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

Where the position of independent director has been created, when Procedures for the Acquisition and Disposal of Assets submitted for discussion by the Board pursuant to the preceding paragraph, the Board 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 board meeting minutes.

Article 45 Any matters not specified in the Procedures shall comply with the related laws and regulations.

Appendix IV

Taiwan Fertilizer Co., Ltd.

Status of Share Ownership by Directors (Independent Directors)

I. The total number of shares issued by the Company is 980,000,000. In accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", the total number of shares owned by all directors shall not be fewer than 31,360,000.

II. According to the shareholder register as at March 29, 2026, the book closure date for the annual general shareholders' meeting, the number of shares owned by the individual directors and all directors (all independent directors) are respectively as follows:

Title	Name	Number of Shares (units)	Ratio of Share Ownership
Chairman	Ministry of Agriculture Representative: Chang-Lang Chang	235,886,376	24.07%
Director	Ministry of Agriculture Representative: Chia-Rong Lin
Director	Ministry of Agriculture Representative: Jhy-Chern Liu
Director	Ministry of Agriculture Representative: Hsiang-Hua Tseng
Director	Ministry of Agriculture Representative: Ping-Chuan Huang
Director	Chi-Hung Tsao	2,000	0.00%
Independent Director	Su-Ming Lin	0	0.00%
Independent Director	Ming-Jang Weng	0	0.00%
Independent Director	Yen-Sheng Ho	0	0.00%
Number of shares owned by all directors		235,888,376	24.07%

AI assistant

TFC — AGM Information 2026

51902_rns_2026-04-24_9615848e-f492-41c4-8a87-2fc8c5669677.pdf

TAIWAN FERTILIZER CO., LTD.

2026 General Shareholders' Meeting Meeting Handbook

Table of Contents

TAIWAN FERTILIZER CO., LTD.

2026 General Shareholders’ Meeting Agenda

Report No.1

Business Report

I. Preface:

II. Operations Overview:

(I) Production and Sales:

(II) Revenue and Profitability:

III. Outlook:

Auditors’ Report of the Audit Committee

Report No. 3

Ratification No. 1

Description:

Resolution:

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Inventory Valuation

Key audit matter:

Description of key audit matter

How the matter was addressed in our audit:

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT'D)

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

1. Inventory Valuation

Other Matter

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

Auditors' Responsibilities for the Audit of the Financial Statements

Notes to Readers

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Changes in Equity

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows (CONT'D)

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Ratification No. 2

Discussion1

TFC AGM Information 2026