Taiwan High Speed Rail Corporation

Minutes for 2025 Annual Shareholders’ Meeting

Date and Time: 9:00 a.m., May 22, 2025

Venue: No. 508, Section 7, Zhongxiao E. Rd., Nangang District, Taipei City (Taipei Bioinnovation Park Multipurpose Hall)

Attending directors: Chairman James Jeng, Independent Director Duei Tsai (Audit Committee Convener), Independent Director Kenneth Huang-Chuan Chiu (Remuneration Committee Convener), Independent Director Ming-Teh Wang, Independent Director Yung-Cheng (Rex) Lai, Independent Director Pai-Ta Shih, Director Tung-Ling Wu, Director Yu-Fen Hung, Director Wei-Cheng Hsieh, Director Ming-Chang Wu, Director Mao-Hsiung Huang, Director Yi-Ling Wu

(A total of 12 directors attended the Annual Shareholders’ Meeting, representing more than half of all 15 Corporation directors.)

Other attendees:

PricewaterhouseCoopers: Chien-Hung Chou, Chih-Fan Yu

Baker McKenzie: Lindy Chern, Mark Tu

Railway Bureau, Ministry of Transportation and Communications guidance personnel: Senior Secretary Wen-Mei Chen, Engineer Yi-Ju Lee

Chairman: James Jeng Recorded by: Joe Wang

Attending shareholders: Total number of outstanding Corporation shares amounted to 5,628,293,058 shares, with 0 shares holding no voting rights. Of these, holders of 4,725,209,022 common shares attended in person, holders of 4,512,353,490 common shares attended electronically, 0 common shares were publicly solicited proxies, and 16,776,257 common shares were non-solicited proxies. The total number of participating common shares was 4,741,985,279 shares; the attendance rate was 84.25%.

Meeting commencement: The Chairman announced the commencement of the meeting as shares represented by attending shareholders had reached the number legally required for the shareholders’ meeting.

Chairman’s opening speech:

Good morning to all shareholders and honored guests. Thank you for taking time out of your busy schedules to attend the Taiwan High Speed Rail Corporation (THSRC) 2025 Annual Shareholders’ Meeting. I sincerely welcome you on behalf of all Corporation directors and managers, and thank you for giving us valuable feedback.

Last year was a fruitful year for THSRC. Annual ridership reached new heights at 78.25 million passengers and average daily ridership reached 214,000 passengers, achieving 7% growth compared to 2023. Annual revenues exceeded NT$50 billion for the first time and reached NT$53.19 billion, achieving annual growth of 6.8%. In terms of profitability, net income before tax including stabilization reserves amounted to NT$15.201 billion, achieving annual growth of 7.6%.These impressive figures reflect

the ability of our management team to proactively seize business opportunities and lead all THSRC employees in delivering high-quality passenger services while continuously generating profits for shareholders. Global political and economic instabilities in recent years have injected uncertainties into business environments, but THSRC has continued to grow steadily and earned the trust of our passengers. We thank all shareholders for supporting THSRC and enabling us to achieve these remarkable results, and invite your continued support.

I would also like to take this opportunity to share with all of our shareholders that, apart from stable progress over the past year, we are looking forward to a future filled with excitement and promise. In 2023, we signed a contract for new generation rolling stock which are currently being manufactured and may be delivered early. Our new rolling stock could arrive in Taiwan from Japan to undergo testing as early as the fourth quarter of 2026, and will officially be put into operational service by the second half of 2027.

We recently signed supplemental contracts with the Japanese manufacturer regarding equipment upgrades for our new generation rolling stock to add many comfortable and safe facilities, ensuring that the equipment on our new generation rolling stock aligns with Japanese prototypes and incorporates details taken from our more than 18 years of local operational expertise so we can provide heartwarming, stable, and comfortable experiences for passengers in Taiwan. We are also actively promoting our “Station Services 2.0” facility upgrading plan which encompasses lactation rooms, toilets, service counters, and waiting chairs, as well as facility upgrades associated with lighting, window shades, information displays, and toilets in our 700T rolling stock. In addition to all-new passenger experiences provided by our new generation rolling stock, we believe these facility upgrades will enable passengers to feel a sense of renewed vitality when entering HSR stations.

I would also like to mention that THSRC not only has been working assiduously to facilitate the transportation of passengers from all over Taiwan, but also aligns with international ESG trends. The Taiwan Stock Exchange (TWSE) recently announced the results of the 11th Corporate Governance Evaluations. THSRC was ranked among the top 5% of listed companies for the 8th consecutive year and was ranked in the top 10% of listed companies in the “non-financial electronics companies valued at more than NT$10 billion” category for the 7th time, demonstrating that we are working tirelessly to strengthen and improve corporate governance.

Last year, we utilized surplus operating funds for early redemption of promissory notes amounting to NT$11.575 billion, effectively reducing our debt and interest expenses. We also repaid NT$5 billion in principals for matured corporate bonds, including NT$1 billion for our sustainability bonds, a pioneering issuance in 2021 that marked the first of its kind in Taiwan’s transportation sector. This year, we will continue to track market interest rates and capitalization, and determine whether to issue additional sustainability bonds. We believe that our outstanding ESG performance and top 10 listing in the “Global 100 ranking of the world’s most sustainable companies” by an international institute for 3 consecutive years makes us an excellent sustainability bond provider for capital market investors.

THSRC will continue to implement information disclosure and ethical management principles while adhering to the “Blueprint for Aligning with IFRS Sustainability Disclosure Standards” released by the Financial Supervisory Commission (FSC). We formed an interdepartmental project team last year to implement IFRS Sustainability Disclosure Standards. All implementations are proceeding according to plan, are

reported regularly to the Board, and are expected to be completed according to schedule. We hope our shareholders can continue to support us in carrying out our corporate ESG commitments and in promoting environmental sustainability and social prosperity.

There are three management presentations, two proposals, and one discussion item on the agenda for today’s shareholders’ meeting. Please refer to the Meeting Handbook for more information. We hope all of you can provide your support for this meeting.

I would like to report to all shareholders that we posted public notice for shareholder proposals relating to this meeting in accordance with Article 172-1 of the Company Act, and no shareholders submitted proposals during the notice period.

According to FSC regulations, companies which have adopted electronic voting procedures at shareholder meetings are required to vote on motions for which shareholders with electronic voting rights have expressed objections or abstentions. To save time, we will vote on each respective motion after discussions for all proposal and discussion motions have concluded.

I will now ask the master of ceremonies to continue with the proceedings for today’s shareholders’ meeting. Thank you.

I. Management Presentations

Report No. 1: Report on Corporation Execution of Corporate Governance (Please refer to Appendix I).

Report No. 2: Report on Director Remuneration for 2024 (Please refer to Appendix II).

Report No. 3: Report on Allocation of 2024 Remuneration to Board of Directors and Employees (Please refer to Appendix III).

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Resolution: Following the first to third management presentations, the Chairman received no objections from all shareholders present, and the reports were acknowledged by the shareholders.

II. Proposals Proposal No. 1: Proposed by the Board

Proposal: Proposal of 2024 Annual Business Report and Financial Statements of the Corporation

Explanation: The Corporation’s 2024 Business Report (please refer to Appendix IV) and Financial Statements (please refer to Appendix V) were approved on February 19, 2025 at the 23rd meeting of the 10th Board. The financial statements were audited by certified public accountants, and an audit report thereto was issued on February 19, 2025 (please refer to Appendix VI), distributed to the Audit Committee for review (please refer to Appendix VII), and is hereby submitted for adoption at shareholders’ annual general meeting.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Resolution: Voting results for this proposal was as follows:

(For proposals and discussions, holders of 4,725,209,022 common shares attended in person, holders of 4,512,353,490 common shares attended electronically, 0 common

shares were publicly solicited proxies, and 16,776,257 common shares were nonsolicited proxies. The total number of participating common shares was 4,741,985,279 shares, amounting to 84.25% of all outstanding common shares.)

Total number of shareholder votes present during vote: 4,741,985,279

Voting results	Number of shareholder votes	Proportion of shareholder votes present during vote (%)
Approval votes	4,622,215,287 (Including 4,393,810,148 electronic votes)	97.47%
Disapproval votes	2,950,104 (Including 2,441,054 electronic votes)	0.06%
Invalid votes	0	0.00%
Abstention votes/no votes	116,819,888 (Including 116,102,288 electronic votes)	2.46%
The motion was approved as proposed.

Proposal No. 2: Proposed by the Board

Proposal: Proposal of 2024 Profit Distributions of the Corporation.

Explanation:

As of year-end 2024, our distributable earnings amounted to NT$9,599,025,443.
In order to stabilize and balance payout policies and in consideration of long-term corporate financial planning, the Corporation proposes cash dividends of NT$1.05 per share for 2024 profit distribution, amounting to NT$5,909,707,711 on a basis of 5,628,293,058 common shares outstanding.
The Corporation’s profit distribution table for 2024 was approved at the 24th meeting of the 10th Board on March 12, 2025, circulated to the Audit Committee for review (please refer to Appendix VIII), and is hereby submitted to the shareholders’ annual general meeting for approval.
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Taiwan High Speed Rail Corporation
PROFIT DISTRIBUTION TABLE
Fiscal Year 2024			Unit: NT$
Unappropriated retained earnings	at	the	3,767,432,718
beginning of the period
Add: Net income for 2024			6,451,428,272
Add: Re-measurements of defined benefitplan			28,119,200
Undistributed earnings			10,246,980,190
Less: 10% legal reserve			(647,954,747)
2024 distributable earnings			9,599,025,443
Distributable items:
Cash dividends(NT$1.05per share)			(5,909,707,711)
Current-year undistributed earnings			3,689,317,732

Following approval from the 2025 shareholders’ annual general meeting, the exdividend date and cash dividend payment date will be determined by the Board.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Resolution: Voting results for this proposal was as follows:

Total number of shareholder votes present during vote: 4,741,985,279


Voting results	Number of shareholder votes	Proportion of shareholder votes present during vote (%)
Approval votes	4,622,711,659 (Including 4,394,310,520 electronic votes)	97.48%
Disapproval votes	2,813,693 (Including 2,304,643 electronic votes)	0.05%
Invalid votes	0	0.00%
Abstention votes/no votes	116,459,927 (Including 115,738,327 electronic votes)	2.45%
The motion was approved as proposed.

III. Discussions

Discussion No. 1: Proposed by the Board

Proposal: Revision of Articles of Incorporation.

Explanation:

In response to amendments made to Paragraph 6, Article 14 of the Securities and
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Exchange Act on August 7, 2024, the Corporation's Articles of Incorporation must specify that a certain percentage of annual earnings shall be allocated for compensation distributions for non-executive employees. Therefore, amendments were made to Article 35-1 of the Articles of Incorporation.

A comparison of amended articles in the Articles of Incorporation is shown in Appendix IX.
This proposal was approved at the 24th meeting of the 10th Board dated March 12, 2025, and is hereby submitted to the shareholders’ annual general meeting for approval.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Resolution: Voting results for this proposal was as follows:

Total number of shareholder votes present during vote: 4,741,985,279


Voting results	Number of shareholder votes	Proportion of shareholder votes present during vote (%)
Approval votes	4,591,296,940 (Including 4,362,891,801 electronic votes)	96.82%
Disapproval votes	1,854,170 (Including 1,345,120 electronic votes)	0.03%
Invalid votes	0	0.00%
Abstention votes/no votes	148,834,169 (Including 148,116,569 electronic votes)	3.13%
The motion was approved as proposed.

IV. Extraordinary Motions:

A. Chairman’s statement: Several shareholders have submitted speaker’s slips, and four shareholders have questions regarding corporate sustainability issues. We will ask these shareholders to speak first and then respond collectively.

(1) Summary of Shareholder No. 43003 inquiries: I am speaking on behalf of Chang Hwa Bank and would like to engage with THSRC on some questions regarding ESG issues. We have all seen THSRC’s active responses to net zero trends and commitments to sustainable management. Is THSRC planning to align with the SBTi (Science Based Targets initiative) and submit related targets? If not, we encourage THSRC to conduct relevant assessments. Secondly, in terms of director gender diversity, the FSC has issued the “Sustainable Development Action Plans for TWSE- and TPEx-Listed Companies” in accordance with international gender equality trends, which stipulates that, starting from 2025, listed companies with directors of either gender accounting for less than one-third of the board, should disclose the reasons and plans for improvement in their annual report. THSRC has 10 directors, 7 male and 3 female directors, so directors of either gender account for
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less than one-third of the board. We would like to ask if THSRC is planning implement gender diversity measures at the next Board election? Finally, the FSC recently issued the second edition of the “Sustainable Economic Activities Guidelines” and encourages listed companies to reference said guidelines when disclosing related information to investors. We recommend referring to the section on “Recommendations for Items Included in Transition Plans” when formulating carbon reduction and transformation plans for gradual alignment with said guidelines. Thank you.

(2) Summary of Shareholder No. 42983 inquiries: I am speaking on behalf of Mega International Commercial Bank. THSRC’s excellent results in corporate governance and ESG have received great acclaim, and we feel proud to be a shareholder. At the 2024 shareholders’ meeting, THSRC revealed plans to actively promote 2050 net zero emissions measures, having already completed the first stage of carbon inventories, and the next step being to seek assistance from external experts and consultants. What is your current progress on your carbon reduction roadmap? Furthermore, THSRC has already completed greenhouse gas inventories and formulated carbon reduction roadmaps with external experts, actions which are aligned with SBTi core principles and components, so we would like to ask if THSRC is planning to submit SBTi targets and disclose carbon reduction progress? Additionally, the FSC has issued the “Sustainable Economic Activities Guidelines” and encourages listed companies to reference these guidelines when assessing the sustainability of their activities. Based on these guidelines, THSRC is providing passenger and freight rail transportation services. Does THSRC have plans to undergo technical screening or join any action initiatives? Finally, the FSC issued the “Sustainable Development Action Plans for TWSE- and TPEx-Listed Companies” in 2023 and stipulated that listed companies with directors of either gender accounting for less than one-third of the board, should disclose the reasons and plans for improvement. THSRC’s current Board has not met this target, so we would like to ask if there are plans to comply with this requirement at the next Board election. Thank you.
(3) Summary of Shareholder No. 42989 inquiries: I am speaking on behalf of First Commercial Bank. Both bank representatives before me have referred to the second edition of the “Sustainable Economic Activities Guidelines” and First Commercial Bank would like to echo their concerns with these issues. In response to domestic sustainable developments and 2050 net zero emissions targets, the FSC and related institutes issued the second edition “Sustainable Economic Activities Guidelines” at the end of 2024 to help enterprises and the financial industry define sustainable economic activities, encouraging listed companies to reference the guidelines in voluntarily disclosing proportions of revenue from their “eligible activities” and “aligned activities,” as well as the sustainability level of their activities (aligned; working on it; improving; not aligned; not eligible) for investor reference. These guidelines cover THSRC’s industry and main economic activities, and THSRC has previously promised to assess information disclosures based on these guidelines, so we recommend that THSRC reference these new guidelines when assessing disclosure feasibility. Thank you.
(4) Summary of Shareholder No. 42986 inquiries: I am speaking on behalf of Taiwan Business Bank. THSRC has expended full efforts on sustainable development issues, and has been listed multiple times in the “Global 100 ranking of the world’s most sustainable companies.” Similar to the previous shareholders, we would also like to inquire about SBTis and ask whether THSRC has formulated related plans
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and schedules?

(5) Chairman’s response: Shareholders No. 43003 and No. 42983 have both asked about gender equality issues. Increasing gender diversity can help to enrich Board strategies and communication models, so THSRC attaches great emphasis to gender equality in Board composition. Going forward, we hope to use our industrial, government, and academic resources to gradually increase the number of female directors with expertise in supervising and evaluating sustainability issues, to achieve our goal of having one-third (33%) of the Board filled with female directors. Currently, we have 12 male directors (80%) and 3 female directors (20%) on the Board. In future, we will strive to increase the number of female directors to achieve our goal. I would like to thank the shareholders for their feedback and advice.
(6) Chairman’s response: Additionally, Shareholders No. 43003, No. 42983, No. 42989, and No. 42986 all inquired about carbon reduction targets, sustainable economic activities, and other corporate sustainability issues. I will ask Planning Senior Vice President Rae Chung to respond to these questions.
(7) Planning Senior Vice President Rae Chung: Thank you for your questions. I have summarized shareholder queries into five main questions. First, has THSRC set carbon reduction targets? We have commissioned external consulting companies to complete preliminary formulation of short, medium, and long-term targets, and will continue to focus on developing and applying energy-efficient technologies to reduce energy usage. Second, does THSRC plan to set carbon reduction targets aligned with the SBTi initiative? HSR rolling stock uses large amounts of electricity, and current technological developments mean that it will be difficult to use other alternate energies in the short term. Our only solution is to purchase green electricity, but the amounts that can be purchased in domestic renewable energy markets are very limited, so our current plans are to align with long-term government carbon reduction targets. Third, do THSRC main economic activities adhere to the FSC second edition “Sustainable Economic Activities Guidelines”; what are the sustainability levels of our activities; and what are the proportions of the main economic activities at THSRC? THSRC’s economic activities align with the passenger and freight rail transportation industry of said guidelines, and our main economic activity is providing passenger services. We meet three of the criteria listed in the Sustainable Economic Activities Guidelines, and therefore our sustainability level is “Aligned.” Our main economic activities were associated with ticketing revenues, which accounted for 96% of revenues in 2024. Fourth, does THSRC pass technical screening criteria for the passenger and freight rail transportation industry under said guidelines? To our knowledge, meeting any one of the four criteria is sufficient. Two criteria involve alignment with EP100/RE100 action initiatives. Even though we have not joined these initiatives, we do meet one criterion in that we “Use railway vehicles with zero direct CO2 emissions” as our trains run on electricity and do not directly generate carbon emissions. Fifth, are we planning to voluntarily disclose eligibility and alignment with said guidelines? We plan to file related information for 2024 on TWSE’s ESG digital platform once it has been updated according to the new guidelines and is open up for reports.
B. Chairman’s statement: Shareholder No. 342017 submitted a speaker’s slip, so we will now open the floor to Shareholder No. 342017.
(1) Summary of Shareholder No. 342017 inquiries: I frequently take the HSR all around Taiwan to conduct research in various locations. On average, I ride the HSR about three to eight times each week. On these trips, I rely on a scooter to conduct interviews and field work in local townships. Recently, I tried to park my
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scooter at the HSR Miaoli Station, but I couldn’t find a parking space even though I circled around several times. When I park my scooter, I often leave it for a long period of time, sometimes one or two months, because I’m conducting long-term research. Although HSR stations offers 30 minutes of free parking and short-term parking for a few hours a day, this doesn’t suit my needs. I couldn’t find any spaces where I could park for several weeks. Most of the nearby train stations offer monthly plans for scooter parking, usually for NT$100, NT$300, or NT$500 per month, but I found nothing like that at HSR Miaoli station. I saw some people parking on a dirt patch beside a pedestrian path, so I parked there as well. Unfortunately, the police came and issued tickets the next day. I received five or six tickets. So I would like to ask if HSR stations could offer monthly scooter parking for people who need it? HSR Miaoli station doesn’t offer any bus services or public transportation to Houlong Street, which is the nearest street, so riding a scooter is the only option, but I was unable to find a parking space even though I circled the area three times. There used to be parking spaces at HSR Changhua Station, but recently those areas have been fenced off for construction, and it is likely that they will only offer short-term parking after construction is complete. This presents a real challenge for people who frequently travel around the country for research. It’s genuinely difficult to find suitable parking spaces. Some HSR stations are more convenient. For instance, HSR Chiayi and Tainan stations both have designated parking spaces. However, it’s extremely hard to find parking spaces at many other HSR stations, and we may even end up getting fined even after spending time circling around the stations. I hope THSRC can plan parking facilities. Additionally, I often take the business carriage when traveling on the HSR, and I find the carriage lights are very dim, so it is often difficult for me to read. Is there any way to improve upon this issue?

(2) Chairman’s statement: Thank you for your feedback. I will ask Business Division Vice President Simon Chen to respond to the questions regarding monthly parking spaces.
(3) Business Division Vice President Simon Chen: Thank you for your question. The parking lots at HSR stations are operated by contractors selected through a public bidding process, and the current operator is Dodo Home. We have regulations in place that require a certain proportion of both car and scooter parking spaces to be allocated for monthly rentals, but the number of monthly rental spaces is limited because we need to protect the interests of a majority of short-term users. If you need to rent a monthly scooter parking space, you can contact Dodo Home to inquire about availability. Additionally, THSRC does not hold management rights for outer parking areas at some HSR stations such as Changhua Station; these areas fall under the jurisdiction of local governments, so may be repurposed for other uses, which may be why the parking facilities were removed. Due to limited availability of parking spaces in station areas, we encourage the public to make greater use of public transportation to travel to and from HSR stations.
(4) Chairman’s statement: I will ask Operation Senior Vice President Bob Chen to respond to the second question regarding dim lighting in business carriages.
(5) Operation Senior Vice President Bob Chen: Thank you for your feedback. THSRC has established a passenger carriage improvement team which is making improvements to train carriage facilities, including lights in business carriages. Currently, all lights in business carriages have been changed to LED lights to conserve energy, and we are also planning to make some changes to lighting panels and brightness levels starting in August of this year.
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The Chairman provided full explanation and response to the above inquiries, and these were acknowledged by the shareholders.

V. Meeting closed: May 22, 2025 at 9:56 a.m.

Notes:

The proportion of shareholder votes present during voting for approval votes, disapproval votes, abstention votes, invalid votes, and no votes were automatically calculated and were rounded unconditionally to the second decimal place; this difference in decimal points may cause the total proportion to be unequal to 100.00%.
These meeting minutes only provide a summary of shareholder inquiries; full inquiries and responses taken from on-site audio and video recordings shall prevail.
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Appendix I

Report No. 1: Report on Corporation Execution of Corporate Governance

According to Paragraph 3, Article 5-2-02 of the Corporation’s “Guidelines for Corporate Governance,” the Sustainable Development & Nominating Committee should prepare a report on the Corporation’s implementation of corporate governance prior to each shareholders’ annual general meeting. Following review by the Board of Directors, said report shall be included in the Annual Meeting Handbook. The Corporation’s Report on Implementation of Corporate Governance for the current year was approved at the 23rd meeting of the 10th Board on February 19, 2025, and is hereby presented to the shareholders’ general meeting.

I. Background

For the purpose of sound corporate governance, as well as assurance of shareholder equity, consolidation of Board function, promotion of information transparency, and achievement of sustainable development, the Corporation Guidelines for Corporate Governance were formally approved at the shareholders’ general meeting held on May 28, 2003. Additionally, independent directorship was introduced to establish an infrastructure for corporate governance. Accordingly, relevant corporate governance systems and measures were initiated and executed over the last 20 years with considerable effectiveness.

II. Corporate Governance Guidance

To achieve business autonomy, the Corporation referred to important corporate governance principles both at home and abroad, the corporate governance experiences of leading enterprises, and domestic applicable laws and regulations when formulating the Corporation Guidelines for Corporate Governance (hereinafter “GCG”). These standards were established and amended at the 2003, 2004, 2006, 2007, 2012, 2013, 2019, 2021, 2022, and 2024 shareholders’ general meetings, as well as the 2016 extraordinary general meeting, and serve as the guiding principles for our corporate governance system and implementation of governance measures.

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Appendix I

III. Execution of Corporate Governance System

In addition to the stipulation of independent directorship in our Articles of Incorporation, we have also established relevant functional committees in a sequential manner based on our actual business and stage-task requirements. Currently, our Board of Directors have established the Sustainable Development & Nominating, Audit, Remuneration, and Special Committees for functional purposes. The Board formulated applicable corporate governance bylaws and adopted specific corporate governance measures to establish a robust corporate governance system.

1. Establishment of Independent Directorship

In light of the observable effectiveness of our corporate governance system, the ability of independent directorship to progressively bring the functions set out in GCG into play, and for the purpose of alignment with legalization of independent directorship, we acted in concert with amendments to the Securities and Exchange Act by adding provisions to our Articles of Incorporation for establishing independent directorship at the 2006 shareholders’ general meeting. Accordingly, following election of the 4th directors and supervisors at the 2007 shareholders’ general meeting, two or more independent directors have been elected each year according to laws and regulations and our Articles of Incorporation. Article 24 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” was amended on December 8, 2021 to stipulate that the number of independent directors shall be no less than one-third the number of directors. Beginning in 2024, the Financial Supervisory Commission’s Corporate Governance 3.0 Blueprint for Sustainable Development will require that the number of independent directors at listed companies with paid-in capital of more than NT$10 billion be no less than one-third the number of directors. In consideration of Board terms, the Corporation has amended the Articles of Incorporation to stipulate that, starting from the 10th Board, the number of independent directors shall be no less than three and no less than one-third the number of directors. This amendment was approved by the 2022 shareholders’ general meeting.

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Appendix I

Restructuring of Board of Directors According to Shareholder Structure

In consideration of appropriate Board scale, representation of shareholder interests, business nature of BOT models, and corporate development, as well as shareholder structure and discussion efficiency, a total of 15 directors are serving on the 10th Board, including 5 independent directors and 10 non-independent directors elected at the shareholders’ general meeting held on May 25, 2023.

Institution of Functional Committees of Board of Directors for Business and Legal Compliance Needs

To implement efficient decision-making and robust supervision, our 4th Board of Directors established the Corporate Governance Committee and quasi Audit Committee in accordance with Article 5-1-01 of the GCG, and the Board thereafter established other functional committees such as the Procurement Committee, Finance Committee, Remuneration Committee, and Special Committee in line with business and regulatory demands. These committees previewed relevant affairs and proposals prior to discussion at Board meetings. Additionally, in compliance with public listing regulations, the shareholders’ extraordinary general meeting held on March 18, 2016 discussed and approved revisions to our Articles of Incorporation and GCG, wherein the Audit Committee was established to replace supervisors and the Corporate Governance Committee was renamed the Corporate Governance & Nominating Committee; the former quasi Audit Committee ceased to exist upon the amendment of the above bylaw and guidelines. In 2024, to facilitate active promotion of corporate sustainable development concepts; respond to domestic, overseas, and industrial emphasis on sustainability issues; and to further incorporate corporate sustainable development concepts in all decision-making processes and business implementations, the “Corporate Governance & Nominating Committee” was renamed the “Sustainable Development & Nominating Committee” and related responsibilities were amended. Amendments to the Corporation’s GCG were approved at the 2024 shareholders’ general meeting.

The 15 directors comprising the 10th Board were elected for a term of three years (May 25,

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Appendix I

2023 to May 24, 2026). The Board oversees the Sustainable Development & Nominating Committee (formerly the Corporate Governance & Nominating Committee), Audit Committee (encompassing the duties of the Finance Committee), Remuneration Committee, and Special Committee (encompassing the duties of the Procurement Committee); of these, the Audit Committee and Remuneration Committee are convened by independent directors, and the members of each functional committee include at least two independent directors.

Primary tasks and execution responsibilities for Board of Directors and functional committees (from January 2024 to March 2025)
(1) Board of Directors
- ① Composition: 15 directors on the 10th Board.
- ② Number of meetings: 16.
- ③ Primary tasks:

The Board is responsible for major Corporation financial, business, and operational decisions, and oversees the duties performed by Management (see Schedule for details).

④ Execution:

The Board of Directors adheres to applicable laws and regulations, resolutions of shareholders’ meetings, and Corporation bylaws to faithfully perform the foregoing primary tasks. Board duties are diverse and therefore not enumerated here. The Board of Directors announces and discloses all major resolutions on the Market Observation Post System as required. Functional committees bring their respective preview functions into play, and independent directors also exert their independence and professionalism, enhancing Board discussions and promoting professionalism.

(2) Sustainable Development & Nominating Committee
① Composition: 6 directors on the 10th Board, with the committee being convened by an independent director starting from 2025.
② Number of meetings: 14.
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Appendix I

③ Primary tasks:

Review diverse backgrounds and independent standards of independent directors, non-independent directors, and managers, including professional knowhow, technical knowledge, expertise, and gender; plan composition of the Board and functional committees; review succession plans for directors and managers; conduct performance evaluations of the Board, committees, directors, and managers; nominate independent directors and non-independent directors; research and analyze sustainable development strategies and corporate governance systems; and review effectiveness and information disclosures of related management guidelines and specific promotion plans (see Schedule for details).

④ Execution:
- 1) Discuss proposals for evaluating implementations of Board of Directors, functional committees, and annual work plans.
- 2) Discuss reports on execution of corporate governance.
- 3) Discuss sustainability reports.
- 4) Discuss renewal of director and officer liability insurance.
- 5) Discuss corporate organizational structure adjustments and procedural amendments.
- 6) Discuss sustainable developments and amendments to or formulation of internal regulations relating to corporate governance.
- 7) Discuss director and manager succession plans.
- 8) Discuss Corporation corporate governance implementation performance, sustainable development and ethical management executions, and implementation of information disclosures.
(3) Audit Committee
① Composition: All 5 independent directors on the 10th Board, with the committee being convened by 1 of the independent directors.
② Number of meetings: 17.
③ Primary tasks:
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Appendix I

Review and oversee corporate financial statements and risk control/management affairs (see Schedule for details).

④ Execution:
1) Review annual budgets, budget implementation reports, and financial statements.
2) Discuss amendments to or formulation of regulations relating to Audit Committee duties, including the “Charter of the Audit Committee,” “Regulation for Accounting Treatments,” “Assets for Operation and Equipment Management Regulation,” “Internal Control System,” “Regulation of WhistleBlowing System for Unlawful, Unethical Conduct and Dishonesty Behavior,” “Procedures for Providing Endorsement and Guarantee,” and “Handling Procedure to Engage in the Amount Loaned to the Others.”
3) Review results of annual self-evaluations of internal control systems and statements of internal control system at all levels of the organization. The Corporation’s 2024 “Final report on self-assessments of internal control systems” and self-assessment implementation reports from all levels of the organization were completed in accordance with the cyclical internal control procedures of each unit. The “2024 annual report on self-assessments of internal control systems” was submitted to the 22nd Audit Committee meeting of the 10th Board on February 18, 2025 and the 23rd meeting of the 10th Board on February 19, 2025 for confirmation of the Corporation’s internal control systems in 2024, including understanding of operational performance, efficiency, and goal attainment rates; and understanding of reliability, timeliness, transparency, and legal compliance of reporting measures; as well as efficient implementations to ensure that relevant goals are met.
4) Review transactions involving director conflicts of interest subject to recusal of exercise of voting rights, transactions with related parties, and transactions requiring prevention of conflicts of interest. The Corporation did not conduct any non-operating activities involving transactions with related parties in 2024 and only made donations to related parties. Related proposals for 2024 (including the Corporation’s “Donation and Sponsorship Plan for 2024,”
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Appendix I

“Donation to relief efforts for Japan Noto earthquake,” and “Donation to relief efforts for Hualien earthquake”) were all approved by the Board following prior review by the Audit Committee in accordance with the regulations of the “Rules of Procedure for Board of Directors Meetings.”

  - 5) Review assessments of Certified Public Accountants. Please refer to Sub-Item (6) Periodic Independence Assessments of Public Accountant (CPA) under Item 5 Measures Specific to Corporate Governance in Management Presentations for primary assessment results.

  - 6) Review annual audit plans and executive reports thereof.

  - 7) Periodically communicate with internal audit managers and accountants. Main communication items are shown in the Schedule.

  - 8) Assess the Corporation’s risk management policies and risk evaluation criteria, and monitor existing and potential risks to the Corporation. The Audit Committee and the Board periodically review the Corporation’s risk management implementations. The “2024 Annual Progress Report of Risk Management Implementations” was submitted to the 17th Audit Committee meeting of the 10th Board on September 9, 2024 and the 17th meeting of the 10th Board on September 11, 2024 to confirm that all units responsible for risk management have adopted appropriate response measures, and have made appropriate records of risk management procedures and implementation results.

(4) Remuneration Committee
① Composition: 4 independent directors on the 10th Board, with the committee being convened by 1 of the independent directors.
② Number of meetings: 12.
③ Primary Tasks:

Formulate and regularly review evaluations of director and manager performance, salary, and compensation (see Schedule for details).

④ Execution:

The Remuneration Committee implements the foregoing primary tasks when

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Appendix I

considering the Corporation’s proposals for performance management and compensation. For more information regarding director and manager remuneration policies, and connection between and rationale of remuneration and performance assessment results, please refer to Sub-Item (5) Formulation of Reasonable Remuneration Policies and Connection Between and Rationale of Remuneration and Performance Assessment Results under Item 5 Measures Specific to Corporate Governance in Management Presentations.

(5) Special Committee
① Composition: 7 directors on the 10th Board and convened by 1 director elected by committee members.
② Number of meetings: 15.
③ Primary Tasks:

Provide advice on the Corporation’s major external legal or contractual disputes, labor-management agreements and disputes, and important system reforms; assist the Board of Directors in supervising manager execution of decisions; and review the Corporation’s procurement-related proposals to be submitted to the Board of Directors as required by procurement bylaws (see Schedule for details).

④ Execution:

The Special Committee implements the foregoing primary tasks when considering major contractual disputes and procurement-related proposals.

Measures Specific to Corporate Governance
(1) Formulation and Revision of Relevant Corporate Governance Rules:

In 2024, for continued promotion of the Corporation’s corporate governance systems, our functional committees pre-assessed proposals to establish or revise fundamental and management bylaws relating to corporate governance and submitted these to the Board for approval; the corporate bylaws concerned included the “Articles of Incorporation,” “Guidelines for Corporate Governance,” “Charter of the Special Committee,” “Regulations of Disclosure Information,” Rules of Procedure for Board of Directors Meetings,” “THSRC Organizational Regulation,” “Organization Structure

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Appendix I

Chart,” “Ethical Corporate Management Best Practice Principles,” and “Procedures for Ethical Management and Guidelines for Conduct.”

(2) Establishment of Succession Plan for Board Members:

Unless otherwise stipulated by law or the Corporation’s Articles of Incorporation, selection and appointment of directors are based on regulations regarding Board diversity, succession plans, and overall Board capabilities in the Corporation’s “Charter of the Sustainable Development & Nominating Committee,” and also reference evaluations of Board performance. Director candidates are adjusted in accordance with these principles.

Director candidates are nominated for election by the Board or shareholders who hold more than 1% of shares; the professional backgrounds and skills of potential candidates are carefully considered prior to nomination. At re-elections, major shareholders recommend candidates based on relevant qualification criteria for Board reference and discussion, and candidates are then nominated in accordance with the Corporation’s diversity policies and succession plans.

Before recommending chairman candidates for selection and appointment, major shareholders reference selection, management, and assessment guidelines set out by the Corporation to conduct comprehensive evaluation, review, and confirmation of candidate qualifications and experience, as well as the responsibilities required for corporate operations, adhering to the highest principle of appointing appropriate talent to appropriate positions when recommending successors for chairman. The president is also appointed in accordance with the aforementioned principles. Additionally, the Corporation arranges for senior managers to sit in on Board meetings so they can familiarize themselves with Board operations as well as expand their participation and work rotation experience in different operational units.

(3) Demarcation of Authority Between Board of Directors and Management:

The Corporation referenced corporate governance initiatives and established the

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Appendix I

following demarcation of authority for business decision-making: in principle, the Board of Directors is responsible for making decisions pertaining to the Corporation’s “major operations and development,” as well as matters relating to “major financial and business conduct”; other affairs are delegated to the Chairman and Management, and the Board of Directors takes responsibility for supervision thereof. The table governing the foregoing principle of Delegation of Responsibility and Authority of the Corporation’s business is constantly reviewed and revised based on these principles.

(4) Purchase of Directors and Officers Liability Insurance (D&O):
① Purchase of D&O is considered a component of corporate governance. From the Corporation’s perspective, D&O not only facilitates acquisition of talent, but also encourages dauntless service, thus contributing to corporate governance. For directors and officers, D&O helps to avoid legal damage from fault or neglect related to performance of duties.
② The current insured D&O amount is NT$900 million.
(5) Formulation of Reasonable Remuneration Policies and Connection Between and Rationale of Remuneration and Performance Assessment Results:

Article 27-1 of the Corporation’s “Articles of Incorporation” stipulates that the pay to the Directors for their services as Directors shall be discussed and determined by the Board of Directors separately for each Director, considering the level of involvement and value of contribution of each Director and by reference to the usual level of such pay in the industry. Additionally, if the final annual accounts of the Corporation show a net profit for a given year, it shall allocate not more than 1 percent as profit-sharing compensation to Directors according to Article 35-1 of the Corporation’s “Articles of Incorporation.” Independent directors receive a fixed sum of monthly compensation as determined by the Board of Directors, and are not entitled to profit-sharing compensation when the Corporation is profitable.

Employee compensation is determined by individual work experience, work positions and work duties, work abilities and work performance, and the Corporation’s financial

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Appendix I

status and business operations, and has a positive correlation with the Corporation’s business performance. In addition, according to Article 35-1 of our “Articles of Incorporation,” if the final annual accounts of the Corporation show a net profit for a given year, it shall allocate not less than 1 percent of the net profit as profit-sharing compensation to employees. Compensation standards for Corporation managers shall consider individual performance, contribution to overall operations, and stipulations of relevant Corporation bylaws, and are determined by the Board of Directors with reference to market standards for such compensation.

The remuneration of the Corporation’s Chairman and President is determined in accordance with the “Reference Table of Remuneration Standards for Heads of Public Institutes under the Ministry of Transportation and Communications” and is submitted to the Board for approval. In order to fully reflect achievement of operational performance indicators, performance assessments for the Chairman are based on annual Corporation performance relating to operations, governance, and finances, and include four assessment items: net income before tax, credit ratings or Taiwan ratings, customer satisfaction, and corporate governance evaluations. Performance assessment items for the President include: management of operational safety, supervision of financial plan execution, revenue management, promotion of autonomous maintenance capabilities, strengthening of internal controls, and implementation and management of quality assurance.

Performance evaluations of Corporation directors and managers respectively reference our “Regulations Governing Board Performance Evaluations” and our “Regulations Governing Performance Management” (applicable to managers and employees). Reasonable compensation is provided to directors and managers, and takes into account the Corporation’s overall business performance, future industrial risks, and development trends, as well as individual performance achievement rates and level of contribution to the Corporation. Relevant performance evaluations and rationality of compensation are reviewed by the Remuneration Committee and the Board of Directors; our compensation system is adjusted according to business operations and

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Appendix I

related laws and regulations when appropriate, and also considers current corporate governance trends so as to balance sustainable operations and risk management.

Results of performance self-assessments for the Corporation’s Board of Directors, Board members, and functional committees in 2024 all significantly exceeded standards. Additionally, results of performance assessments for managers in 2024 showed that all managers either met or exceeded set targets. Compensation for the Corporation’s Chairman, Board directors, President, and managers fully consider the professional capabilities of these individuals as well as Corporation operations and finances, and are linked to individual performance management indicators and evaluation results.

The Corporation distributes year-end bonuses and performance bonuses according to business performance and has set salary adjustment policies to enhance compensation and welfare for all employees.

(6) Periodic Independence Assessments of Certified Public Accountant (CPA):

According to Article 5-3-06 of the Corporation’s GCG, the Audit Committee shall conduct assessments of CPA professionalism, independence, and reasonableness of audit fees at the end of each fiscal year, and these assessments shall be submitted to the Board of Directors. CPA assessment results for 2024 were approved by the 22nd Audit Committee meeting of the 10th Board of Directors dated February 18, 2025 and the 23rd meeting of the 10th Board of Directors dated February 19, 2025, confirming that the Corporation’s CPA fulfilled the following assessment standards for independence and competency:

	independence and competency:

No.	Evaluation Item	Evaluation Results	Passed Independence Assessment
1	CPA has no direct or indirect major financial stake in the Corporation.	Yes	Yes

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Appendix I


No.	Evaluation Item	Evaluation Results	Passed Independence Assessment
2	CPA is not involved in any financing or financial guarantee agreements involving the Corporation or Corporation directors.	Yes	Yes
3	CPA does not have any potential employment relationship with the Corporation.	Yes	Yes
4	Accounting firm of CPA is not overly reliant on funds from the Corporation as a single client.	Yes	Yes
5	Non-audit services provided by CPA to the Corporation have no direct impact on the major items of audit services provided.	Yes	Yes
6	CPA does not promote or sell shares or other securities issued by the Corporation.	Yes	Yes
7	CPA is not representing the Corporation in litigation of a third party or other disputes.	Yes	Yes
8	CPA and members of the audit team are not currently serving as Corporation directors, managers, or in positions that have major impact on Corporation audits, and have not done so over the past 2 years.	Yes	Yes
9	CPA and members of the audit team have no familial relationships with directors, managers, or people in positions that have major impact on Corporation audits at the Corporation.	Yes	Yes
10	CPA has not served as company director, manager, or in positions that have major impact on Corporation audits within 1 year of termination.	Yes	Yes

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Appendix I


No.	Evaluation Item	Evaluation Results	Passed Independence Assessment
11	CPA is not involved in decision- making managerial duties at the Corporation.	Yes	Yes
12	As of the most recent audit, there have been no instances where CPA remained unchanged for 7 years, or where CPA was reassigned to the Corporation within 2 years.	Yes	Yes
13	The Corporation has not requested that members of the audit team accept improper accounting practices or improper disclosures on financial statements made by the Corporation.	Yes	Yes
14	The Corporation has not pressured accountants and facilitated improper reduction of audit duties in order to reduce audit fees.	Yes	Yes

IV. Effectiveness of Corporate Governance System

Preliminary Review by Functional Committees

In accordance with the GCG, functional committees deliberate the respective proposals submitted by Management, perform relevant duties, and actively fulfill their preview role for the Board of Directors.

Independence and Professionalism of Independent Directors

When discussing official business with the Board of Directors and functional committees, independent directors promptly express their opinions, exert their independence and professionalism, and contribute to discussion efficiency and quality of decision making.

3. Management Implementation

The Management fully understands the framework and spirit of corporate governance, and complies with applicable bylaws and regulations and resolutions of shareholder and Board

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Appendix I

meetings when performing their duties and fulfilling their duty of care.

4. Strengthen Information Disclosure

For the convenience of shareholders and stakeholders, our corporate governance information is disclosed on the Market Observation Post System (https://mops.twse.com.tw). In addition, we release our corporate governance information on our corporate website (https://www.thsrc.com.tw) in both Chinese and English to further enhance transparency. Material information is disclosed on the Market Observation Post System in both Chinese and English so that domestic and overseas investors can receive timely updates on the latest Corporation information. Furthermore, we not only communicate all issues of concern to our stakeholders through multiple channels, but also established a stakeholder section and stakeholder contacts on our corporate website. Appropriate communication allows us to understand the reasonable expectations and needs of our stakeholders and respond accordingly to major issues of concern.

5. Achieving Sustainable Development and Maintaining Social Contribution

The Corporation has viewed achievement of sustainable development as the foundation of our core services since our establishment. We are committed to social care, environmental protection, and corporate governance, and consider sustainable development to be one of our core values for promoting balance and sustainability on economic, social, and ecological aspects for the purpose of achieving sustainable management.

The Corporation adheres to the spirit of international human rights conventions and the characteristics of the rail transportation industry. In 2018, we formulated our “Human Rights Policy” which adheres to domestic labor laws and other relevant regulations, and supports and complies with the principles and essence of international human rights conventions such as the United Nation’s Universal Declaration of Human Rights, Guiding Principles on Business and Human Rights, the UN Global Compact, and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. We also ensure that our human resource policies do not discriminate based on gender, race, social status, age, marital status, religion, or political affiliation. We have formulated clear

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Appendix I

regulations in accordance with the demands of human rights policies, and we identify important human rights issues to serve as a reference for promoting risk-mitigating measures. Furthermore, the Corporation’s Supplier Management Policy shows that apart from quality, cost, delivery date, and services, the Corporation also considers issues relating to reasonable profits, social responsibility, worker safety, human rights, and environmental protection when making management decisions and implementing procurement procedures.

V. Future Plans for Corporate Governance

In 2017, we drafted a “Sustainable Strategy Blueprint” using our 4Ts (Transportation, Technology, Taiwan, and Touch) as the main pillars of our sustainable management strategy. In order to pursue greater excellence in sustainable implementations, we constantly review our Corporate Governance 3.0 Strategic Development Blueprint and align this with corresponding United Nations Sustainable Development Goals to strengthen and implement corporate governance and sustainable operations. In future, we will continue to reference international trends and local demands, using our 4Ts to formulate our short-, mid-, and long-term goals and action plans while incorporating ESG (Environment, Social, Governance) concepts into our operational plans and actively implementing sustainable actions in our business operations. We use various assessment mechanisms to periodically track the development and performance of various issues, and to promote and implement our sustainable concepts as we gradually solidify our determination and commitment to sustainable operations to realize our corporate vision, “To be the platform for advancement and enjoyment.”

VI. Concluding Remarks

Since going public, the Corporation has participated in the TWSE Corporate Governance Evaluations for seven consecutive years (from 2017 to 2023) and was ranked among the top 5% of publicly listed companies. In future, we will focus on the continuous functioning of functional committees and independent directors. Furthermore, we will uphold the principles of enterprise autonomy and consistently review the framework and mechanisms of corporate governance in order to improve our corporate governance system and set Taiwan High Speed Rail Corporation as a benchmark for corporate governance.

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Appendix I

Schedule

Main duties of the Board of Directors and functional committees:

Item	Primary Tasks
Board of Directors	As per Article 3-02 of the Guidelines for Corporate Governance of the Corporation, the Board of Directors has the following primary tasks: 1). Reviewing and deliberating the adoption and amendment of an internal control system, and evaluation of effectiveness of an internal control system. 2). Reviewing and deliberating significant bylaws and rules. 3). Reviewing and deliberating the Corporation’s significant financial plans, long-term and short-term goals, business plans, and budgets and final accounts. 4). Drawing up proposals for the distribution of profits and offsetting of losses and for increases or decreases in capital. 5). Reviewing and deliberating the setting up, closing down, or change of branches. 6). Reviewing and deliberating matters that may involve the personal interest of a Director. 7). Reviewing and deliberating material asset or derivatives transactions and material loans of funds or endorsements or guarantees. 8). Reviewing and deliberating any offering, issuance, or private placement of securities. 9). Reviewing and deliberating the appointment, dismissal, and compensation of the attesting CPAs (external auditor). 10). Appointing, dismissing, and supervising senior managerial officers and the chief financial officer, chief accountant, and chief internal auditor. 11). Reviewing and deliberating any matter presented by the Chairman, or submitted by a functional committee, or submitted by a Managerial Officerand thenpresented by the Chairman.

Item

Primary Tasks

Board of Directors

As per Article 3-02 of the Guidelines for Corporate Governance of the
Corporation, the Board of Directors has the following primary tasks:
1). Reviewing and deliberating the adoption and amendment of an internal
control system, and evaluation of effectiveness of an internal control
system.
2). Reviewing and deliberating significant bylaws and rules.
3). Reviewing and deliberating the Corporation’s significant financial
plans, long-term and short-term goals, business plans, and budgets and
final accounts.
4). Drawing up proposals for the distribution of profits and offsetting of
losses and for increases or decreases in capital.
5). Reviewing and deliberating the setting up, closing down, or change of
branches.
6). Reviewing and deliberating matters that may involve the personal
interest of a Director.
7). Reviewing and deliberating material asset or derivatives transactions
and material loans of funds or endorsements or guarantees.
8). Reviewing and deliberating any offering, issuance, or private placement
of securities.
9). Reviewing and deliberating the appointment, dismissal, and
compensation of the attesting CPAs (external auditor).
10). Appointing, dismissing, and supervising senior managerial officers and
the chief financial officer, chief accountant, and chief internal auditor.
11). Reviewing and deliberating any matter presented by the Chairman, or
submitted by a functional committee, or submitted by a Managerial
Officerand thenpresented by the Chairman.

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Appendix I

Item	Primary Tasks
	12). Supervising the Corporation’s operating results and risks, and ensuring compliance with relevant laws and regulations. 13). Planning directions for future development. 14). Enhancing the Corporation’s image and fulfilling social responsibility. 15). Reviewing and deliberating other significant matters requiring resolution by the Board as provided by laws and regulations, the Articles of Incorporation, shareholders’ meeting resolutions, these Guidelines, or other relevant bylaws of the Corporation.
Sustainable Development & Nominating Committee (formerly Corporate Governance & Nominating Committee)	As per Article 3 of the Charter of the Sustainable Development & Nominating Committee, the Sustainable Development & Nominating Committee is responsible for the following tasks: 1). Review the diversified backgrounds of independent directors, non- independent directors, and managerial officers in terms of professional and technical knowledge, past experiences, and gender as well as standards of impartiality, and use these criteria to seek out, assess, and nominate candidates to serve as directors, independent directors, and managerial officers. 2). Plan composition of the Board and its functional committees (hereinafter referred to as “committees”), and evaluate performance of the Board, committees, all directors, and managerial officers, and the independence of the independent directors. This Committee shall explore the willingness of potential candidates to serve on committees and consider candidate backgrounds and the duties of the respective committees before presenting its plans and suggestions regarding the composition of the committees to the Board. 3). Be responsible for nominations of independent directors and non- independent directors. 4). Identify and evaluate potential candidates for independent and non-

Item

Primary Tasks

12). Supervising the Corporation’s operating results and risks, and ensuring
compliance with relevant laws and regulations.
13). Planning directions for future development.
14). Enhancing the Corporation’s image and fulfilling social responsibility.
15). Reviewing and deliberating other significant matters requiring
resolution by the Board as provided by laws and regulations, the Articles
of Incorporation, shareholders’ meeting resolutions, these Guidelines, or
other relevant bylaws of the Corporation.

Sustainable
Development &
Nominating
Committee (formerly
Corporate
Governance &
Nominating
Committee)

As per Article 3 of the Charter of the Sustainable Development &
Nominating Committee, the Sustainable Development & Nominating
Committee is responsible for the following tasks:
1). Review the diversified backgrounds of independent directors, non-
independent directors, and managerial officers in terms of professional
and technical knowledge, past experiences, and gender as well as
standards of impartiality, and use these criteria to seek out, assess, and
nominate candidates to serve as directors, independent directors, and
managerial officers.
2). Plan composition of the Board and its functional committees
(hereinafter referred to as “committees”), and evaluate performance of
the Board, committees, all directors, and managerial officers, and the
independence of the independent directors. This Committee shall
explore the willingness of potential candidates to serve on committees
and consider candidate backgrounds and the duties of the respective
committees before presenting its plans and suggestions regarding the
composition of the committees to the Board.
3). Be responsible for nominations of independent directors and non-
independent directors.
4). Identify and evaluate potential candidates for independent and non-

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Appendix I

Item	Primary Tasks
	independent directors. 5). Review the basis programs for director continuing education and succession plans of directors and managerial officers (succession planning). 6). Plan and review implementation performance of the Board and its committees. 7). Devise and review liability insurance plans for directors and managerial officers. 8). Review status of information disclosures. 9). Analyze, implement, and provide recommendations relating to the sustainable development strategy, Corporation’s corporate governance system, related management policy and specific plan promotion and review the Corporation’s Guidelines for Corporate Governance and relevant bylaws. 10). Review implementation performance of the sustainable development strategy, corporate governance system, related management policy and specific plan promotion including execution of corporate social responsibilities, ethical management, and stakeholder communication. 11). Other duties as required by the Corporation’s Articles of Incorporation, Guidelines for Corporate Governance, or resolutions passed by the Board.
Audit Committee	As per Article 3 of the Charter of the Audit Committee, the Audit Committee is responsible for the following tasks: 1). Adopt or amend the internal control systems pursuant to Article 14-1 of the Securities and Exchange Act. 2). Evaluate the effectiveness of the Corporation’s internal control system. 3). Adopt or amend the procedures for material financial or operational acts such as acquisition or disposal of assets, derivatives trading,

Item

Primary Tasks

independent directors.
5). Review the basis programs for director continuing education and
succession plans of directors and managerial officers (succession
planning).
6). Plan and review implementation performance of the Board and its
committees.
7). Devise and review liability insurance plans for directors and
managerial officers.
8). Review status of information disclosures.
9). Analyze, implement, and provide recommendations relating to the
sustainable development strategy, Corporation’s corporate governance
system, related management policy and specific plan promotion and
review the Corporation’s Guidelines for Corporate Governance and
relevant bylaws.
10). Review implementation performance of the sustainable development
strategy, corporate governance system, related management policy and
specific plan promotion including execution of corporate social
responsibilities, ethical management, and stakeholder communication.
11). Other duties as required by the Corporation’s Articles of Incorporation,
Guidelines for Corporate Governance, or resolutions passed by the
Board.

Audit Committee

As per Article 3 of the Charter of the Audit Committee, the Audit Committee
is responsible for the following tasks:
1). Adopt or amend the internal control systems pursuant to Article 14-1
of the Securities and Exchange Act.
2). Evaluate the effectiveness of the Corporation’s internal control system.
3). Adopt or amend the procedures for material financial or operational
acts such as acquisition or disposal of assets, derivatives trading,

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Appendix I

Item	Primary Tasks
	monetary loans to others, or providing endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act. 4). Review matters that may involve the personal interest of directors. 5). Review material asset and derivatives transactions. 6). Review material monetary loans or endorsement, or provision of guarantees. 7). Review the public offering, issuance, or private placement of equity- type securities. 8). Evaluate the appointment, dismissal, or compensation of attesting CPAs. 9). Evaluate the appointment and dismissal of the Corporation's chief financial officer, chief accountant, or chief internal auditor. 10). Review annual financial report and the first to third quarter financial reports, which are signed or sealed by the Corporation Chairperson, managerial officer, and chief accountant. 11). Review the Corporation’s accounting system and financial condition. 12). Evaluate the Corporation’s risk management policies and risk measurement standards. 13). Review the procedures for material financial and operational acts. 14). Evaluate, examine, and monitor any existing or potential risks to the Corporation. 15). Examine the Corporation’s compliance with laws, regulations and rules. 16). Review the Corporation’s capital, financing, and credit plans. 17). Assess the Corporation’s tax planning and compliance with tax laws and regulations. 18). Other major matters as required by the Corporation or the competent authority.

Item

Primary Tasks

monetary loans to others, or providing endorsements or guarantees for
others, pursuant to Article 36-1 of the Securities and Exchange Act.
4). Review matters that may involve the personal interest of directors.
5). Review material asset and derivatives transactions.
6). Review material monetary loans or endorsement, or provision of
guarantees.
7). Review the public offering, issuance, or private placement of equity-
type securities.
8). Evaluate the appointment, dismissal, or compensation of attesting
CPAs.
9). Evaluate the appointment and dismissal of the Corporation's chief
financial officer, chief accountant, or chief internal auditor.
10). Review annual financial report and the first to third quarter financial
reports, which are signed or sealed by the Corporation Chairperson,
managerial officer, and chief accountant.
11). Review the Corporation’s accounting system and financial condition.
12). Evaluate the Corporation’s risk management policies and risk
measurement standards.
13). Review the procedures for material financial and operational acts.
14). Evaluate, examine, and monitor any existing or potential risks to the
Corporation.
15). Examine the Corporation’s compliance with laws, regulations and
rules.
16). Review the Corporation’s capital, financing, and credit plans.
17). Assess the Corporation’s tax planning and compliance with tax laws
and regulations.
18). Other major matters as required by the Corporation or the competent
authority.

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Appendix I

Item	Primary Tasks
	19). Other duties as required by the Corporation’s Articles of Incorporation, Guidelines for Corporate Governance, or resolutions passed by the Board.
Remuneration Committee	As per Article 3 of the Charter of the Remuneration Committee, the Remuneration Committee is responsible for the following tasks: 1). Formulate and regularly review the performance assessment criteria, performance goals, and the policies, systems, standards, and structure for the compensation of directors and managerial officers of the Corporation. 2). Regularly assess the degree to which performance goals for directors and Managerial officers of the Corporation have been achieved, set the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment criteria.
Special Committee	As per Article 3 of the Charter of the Special Committee, the Special Committee is responsible for the following tasks: 1). Provide counsel and suggestions in accordance with Board resolutions on major legal or contractual disputes of our company with external parties, significant labor-management disputes or agreements, and important institutional changes of the Corporation, and assist the Board in supervising the implementation of said resolutions by managerial departments. 2). Review proposals relating to procurement matters that should be submitted to the Board by managerial departments according to Corporation bylaws. 3). Other duties as required by the Corporation’s Articles of Incorporation, Guidelines for Corporate Governance, or resolutions passed by the Board.

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Appendix I

Communication items between independent directors and chief internal auditor for 2024:

Date	Communication Method (Audit Committee Term-Sitting)	Report Highlight		The Corporation’s Responses to Independent Director Opinions
			Communication
			Results

2024/2/19	Audit Committee Meeting (10-9)	2023 Q4 audit office project implementation report	Acknowledged by all Audit Committee members in attendance.	No objections from independent directors.
2024/3/11	Audit Committee Meeting (10-10)	Audit office project implementation report for January to February, 2024	Acknowledged by all Audit Committee members in attendance.	No objections from independent directors.
2024/5/6	Audit Committee Meeting (10-13)	2024 Q1 audit office project implementation report	Acknowledged by all Audit Committee members in attendance.	No objections from independent directors.
2024/8/5	Audit Committee Meeting (10-16)	2024 Q2 audit office project implementation report	Acknowledged by all Audit Committee members in attendance.	No objections from independent directors.
2024/10/8	Audit report (Independent report made by internal audit managers to independent directors)	Audit plans for 2025	Acknowledged by independent directors.	No objections from independent directors.
2024/10/8	Audit Committee Meeting (10-18)	Formulation of 2025 Audit Office auditing plans	Acknowledged by all Audit Committee members in attendance.	Audit Office has executed implementations in accordance with independent director suggestions. No objections from independent directors.
2024/11/4	Audit Committee Meeting (10-19)	2024 Q3 audit office project implementation report	Acknowledged by all Audit Committee members in attendance.	No objections from independent directors.

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Appendix I

Date	Communication Method (Audit Committee Term-Sitting)	Report Highlight	Communication Results	The Corporation’s Responses to Independent Director Opinions
2024/11/4	Audit Committee Meeting (10-19)	Authorization for the Corporation's ad hoc audits for 2025	Acknowledged by all attending Audit Committee members.	Audit Office has amended proposal content based on independent director suggestions. No objections from independent directors.

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Appendix I

Communication items between independent directors and CPAs for 2024:

Date	Communication Method (Audit Committee Term- Sitting)-	Report Highlight	Communication Results	The Corporation's Responses to Independent Director Opinions
2024/2/19	Audit Committee (10-9)	1. Summary of audits on financial report for 2023 2. Statement of Independence 3. Key audit items 4. Other disclosures for 2023	Approved after discussion by all Audit Committee members in attendance.	No objections from independent directors.
2024/5/6	Audit Committee (10-13)	1. Summary of audits on financial report for first quarter of 2024 2. Statement of Independence	Approved after discussion by all Audit Committee members in attendance.	No objections from independent directors.
2024/8/5	Audit Committee (10-16)	1. Summary of audits on financial report for second quarter of 2024 2. Statement of Independence	Approved after discussion by all Audit Committee members in attendance.	No objections from independent directors.
2024/11/4	Audit Committee (10-19)	1. Financial report for third quarter of 2024. 2. Statement of Independence 3. Audit plans and key audit items for 2024 financial report	Approved after discussion by all Audit Committee members in attendance.	No objections from independent directors.
2024/11/4	CPA audit report (Independent report made by CPAs to independent directors)	Report of audits on financial statements and audit plans	Acknowledged by independent directors.	No objections from independent directors.

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Appendix II

Report No. 2: Report on Director Remuneration for 2024

According to Article 10-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, TWSE/TPEx listed companies shall report on director remuneration at shareholders’ general meetings, including remuneration policies and the relationship between individual remuneration, remuneration amounts, and performance evaluation results.
The Corporation’s director remuneration distribution policies adhere to Article 27-1 of the Articles of Incorporation, which stipulates that the pay to the Directors for their services as Directors shall be discussed and determined by the Board of Directors separately for each Director, considering the level of involvement and value of contribution of each Director and by reference to the usual level of such pay in the industry. Additionally, according to Article 35-1 of the Articles of Incorporation, if the Corporation is profitable in a given year, it should allocate not more than 1 percent as profit-sharing compensation to Directors. Independent Directors receive a fixed amount of remuneration every month as determined by the Board of Directors, and do not receive profit-sharing compensation.
Details of the Corporation’s director remuneration and remuneration amounts for 2024 are shown in the following table.
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Appendix II

Remuneration to directors and independent directors (names and method of payment disclosed)

Unit: NT$ thousands (as of 2024/12/31)

Title			Remuneration	Remuneration	Remuneration	Remuneration			Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Compensation Paid to Directors from an Invested Company Other than a Corporation Subsidiary or from Parent Company
	Base Compensation (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D) (Note 1)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Employee Compensation (G)
	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	T Corp	he oration	All co included state	mpanies in financial ments	The Corporation	All companies included in financial statements
															Cash	Stock	Cash	Stock
China Aviation Development Foundation	0	0	0	0	12,371	12,371	0	0	12,371 0.19	12,371 0.19	0	0	0	0	0	0	0	0	12,371 0.19	12,371 0.19	None
Director Representative: Yu-Fen Hung	0	0	0	0	0	0	230	230	230 0.00	230 0.00	0	0	0	0	0	0	0	0	230 0.00	230 0.00	None
Director Representative: Wei-Cheng Hsieh	0	0	0	0	0	0	240	240	240 0.00	240 0.00	0	0	0	0	0	0	0	0	240 0.00	240 0.00	None
Chairman Former Representative: Yao-Chung Chiang	7,279	7,279	6,506	6,506	0	0	510	510	14,294 0.22	14,294 0.22	0	0	0	0	0	0	0	0	14,294 0.22	14,294 0.22	None
Ministry of Transportation and Communications, R.O.C.																		0	8,362 0.13	8,362 0.13	None
	0	0	0	0	8,247	8,247	115	115	8,362 013	8,362 013	0	0	0	0	0	0	0
									.	.
Director Representative: Cheng-ChungYoung	0	0	0	0	0	0	102	102	102 0.00	102 0.00	0	0	0	0	0	0	0	0	102 0.00	102 0.00	None
Director Former Representative: Huan-TungTseng	0	0	0	0	0	0	94	94	94 0.00	94 0.00	0	0	0	0	0	0	0	0	94 0.00	94 0.00	None
Director Former Representative: Chin-HongPan	0	0	0	0	0	0	0	0	0 0.00	0 0.00	0	0	0	0	0	0	0	0	0 0.00	0 0.00	None
China Steel Corporation	0	0	0	0	4,124	4,124	120	120	4,244 0.07	4,244 0.07	0	0	0	0	0	0	0	0	4,244 0.07	4,244 0.07	None

36 -

A endix II pp

Title			Remuneration	Remuneration	Remuneration	Remuneration			Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Compensation Paid to Directors from an Invested Company Other than a Corporation Subsidiary or from Parent Company
	Base Compensation (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D) (Note 1)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Employee Compensation (G)
	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	T Corp	he oration	All co included state	mpanies in financial ments	The Corporation	All companies included in financial statements
															Cash	Stock	Cash	Stock
Director Representative: Chien-Chih Hwang	0	0	0	0	0	0	0	0	0 0.00	0 0.00	0	0	0	0	0	0	0	0	0 0.00	0 0.00	None
Taiwan Sugar Corporation	0	0	0	0	4,124	4,124	80	80	4,204 0.07	4,204 0.07	0	0	0	0	0	0	0	0	4,204 0.07	4,204 0.07	None
Director Representative: Ming-ChangWu	0	0	0	0	0	0	0	0	0 0.00	0 0.00	0	0	0	0	0	0	0	0	0 0.00	0 0.00	None
Director Former Representative: Ming-Jou Yang	0	0	0	0	0	0	0	0	0 0.00	0 0.00	0	0	0	0	0	0	0	0	0 0.00	0 0.00	None
Management Committee of National Development Fund, Executive Yuan	0	0	0	0	4,124	4,124	76	76	4,200 0.07	4,200 0.07	0	0	0	0	0	0	0	0	4,200 0.07	4,200 0.07	None
Director Representative: Shien-QueyKao	0	0	0	0	0	0	94	94	94 0.00	94 0.00	0	0	0	0	0	0	0	0	94 0.00	94 0.00	None
TECO Electric & Machinery Co., Ltd.	0	0	0	0	4,124	4,124	0	0	4,124 0.06	4,124 0.06	0	0	0	0	0	0	0	0	4,124 0.06	4,124 0.06	None
Director Representative: Mao-Hsiung Huang	0	0	0	0	0	0	240	240	240 0.00	240 0.00	0	0	0	0	0	0	0	0	240 0.00	240 0.00	None
Taipei Fubon Commercial Bank Co., Ltd.	0	0	0	0	4,124	4,124	0	0	4,124 0.06	4,124 0.06	0	0	0	0	0	0	0	0	4,124 0.06	4,124 0.06	None
Director Representative: Yi-Ling Wu	0	0	0	0	0	0	100	100	100 0.00	100 0.00	0	0	0	0	0	0	0	0	100 0.00	100 0.00	None

37 -

A endix II pp

Title	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income (%)	Compensation Paid to Directors from an Invested Company Other than a Corporation Subsidiary or from Parent Company
	Base Compensation (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D) (Note 1)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Employee Compensation (G)
	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation	All companies included in financial statements	The Corporation		All companies included in financial statements		The Corporation	All companies included in financial statements
															Cash	Stock	Cash	Stock
Director Former Representative: Chu-Min Hong	0	0	0	0	0	0	10	10	10 0.00	10 0.00	0	0	0	0	0	0	0	0	10 0.00	10 0.00	None
Independent Director Kenneth Huang-Chuan Chiu	720	720	0	0	0	0	450	450	1,170 0.02	1,170 0.02	0	0	0	0	0	0	0	0	1,170 0.02	1,170 0.02	None
Independent Director Duei Tsai	330	330	0	0	0	0	570	570	900 0.01	900 0.01	0	0	0	0	0	0	0	0	900 0.01	900 0.01	None
Independent Director Ming-Teh Wang	720	720	0	0	0	0	480	480	1,200 0.02	1,200 0.02	0	0	0	0	0	0	0	0	1,200 0.02	1,200 0.02	None
Independent Director Pai-Ta Shih	720	720	0	0	0	0	450	450	1,170 0.02	1,170 0.02	0	0	0	0	0	0	0	0	1,170 0.02	1,170 0.02	None
Independent Director Yung-Cheng (Rex) Lai	720																	0	1,180 0.02	1,180 0.02	None
		720	0		0	0	460	460	1,180	1,180	0	0	0	0	0	0	0
				0					0.02	0.02
1. Please describe policies, systems, standards, and structures for director and independent director remuneration, and connection between remuneration amounts and borne duties, risks, time invested, and other factors: According to Article 2-07 of the Corporation’s “Guidelines for Corporate Governance,” the remuneration paid to Directors for their services as Directors, including Board meeting attendance fees, salary and pay, and profit-sharing compensation paid to Directors as set out in the Articles of Incorporation, shall be discussed and determined by the Board separately for each Director in accordance with laws and regulations, the Articles of Incorporation, and these Guidelines, with consideration to the level of involvement and value of the contribution of each Director, and taking into reference the usual pay level in the industry domestically and abroad. Remuneration for directors is based on overall operational performance, future industrial risks, and development trends, as well as the Corporation’s “Regulation of Self-Evaluation of the Board of Directors.” Relevant performance evaluations and rationality of compensation are reviewed by the Remuneration Committee and the Board of Directors; our compensation system is adjusted according to business operations and related laws and regulations when appropriate, and also considers current corporate governance trends so as to balance sustainable operations and risk management. Additionally, remuneration for independent directors not only adheres to the aforementioned policies, standards, and evaluations, but also references MOTC remuneration standards for privatized state-owned enterprises; independent directors are not entitled to profit sharing. 2. Remunerationpaid to Corporation directors byall companies included in financial statements for services(such as non-employee consultants and others)other than disclosed in the table above: None.

Please describe policies, systems, standards, and structures for director and independent director remuneration, and connection between remuneration amounts and borne duties, risks, time invested, and other factors: According to Article 2-07 of the Corporation’s “Guidelines for Corporate Governance,” the remuneration paid to Directors for their services as Directors, including Board meeting attendance fees, salary and pay, and profit-sharing compensation paid to Directors as set out in the Articles of Incorporation, shall be discussed and determined by the Board separately for each Director in accordance with laws and regulations, the Articles of Incorporation, and these Guidelines, with consideration to the level of involvement and value of the contribution of each Director, and taking into reference the usual pay level in the industry domestically and abroad. Remuneration for directors is based on overall operational performance, future industrial risks, and development trends, as well as the Corporation’s “Regulation of Self-Evaluation of the Board of Directors.” Relevant performance evaluations and rationality of compensation are reviewed by the Remuneration Committee and the Board of Directors; our compensation system is adjusted according to business operations and related laws and regulations when appropriate, and also considers current corporate governance trends so as to balance sustainable operations and risk management. Additionally, remuneration for independent directors not only adheres to the aforementioned policies, standards, and evaluations, but also references MOTC remuneration standards for privatized state-owned enterprises; independent directors are not entitled to profit sharing.
Remuneration paid to Corporation directors by all companies included in financial statements for services (such as non-employee consultants and others) other than disclosed in the table above: None.

Note 1: Includes expenses for meeting attendances and company cars, but not driver remuneration.

Note 2: The remuneration disclosed in this table uses a different concept to that of the Income Tax Act, and therefore the purpose of this table is merely to disclose the information. This information should not be used for tax purposes. Note 3: The Corporation has no subsidiaries and therefore does not disclose any consolidated financial reports.
38 -

Appendix III

Report No. 3: Report on Allocation of 2024 Remuneration to Board of Directors and Employees

According to Article 235-1 of the Company Act and Letter No. 10402413890 dated June 11, 2015 issued by the Ministry of Economic Affairs, a fixed amount or ratio of profit of the current year distributable as employees’ compensation as well as remuneration to directors and supervisors shall be stipulated in the Articles of Incorporation. However, the Corporation’s accumulated losses should be offset prior to distribution. Distribution of director and employee compensation shall be undertaken by a resolution adopted by a majority vote at a Board meeting attended by at least two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholders’ meeting.
Furthermore, according to Article 35-1 of the Articles of Incorporation, “If the final annual accounts of the Corporation show a net profit for a given year, it shall allocate not less than 1 percent of the net profit as profit-sharing compensation to employees and not more than 1 percent as profit-sharing compensation to directors; provided, however, that if the Corporation still has any accumulated loss, it shall first set aside the amount to offset the loss before such allocation.”
(1) The Corporation’s profit for 2024 (i.e. pre-tax profit prior to deduction of distributable employee and director compensation) amounts to NT$8,247,304,022 (no accumulated losses offset). In accordance with the provisions stipulated in the preceding regulations and Articles of Incorporation, a resolution was reached at the 22nd meeting of the 10th Board on January 15, 2025, for the distribution of 2024 director and employee compensation, with the percentage and amount to be allocated as follows:For directors’ compensation:
1. Percentage allocated: 0.5%.
2. Amount allocated: NT$41,236,520.
(2) For employees’ compensation
39 -

Appendix III

Percentage allocated: 2%.
Amount allocated: NT$164,946,080.
40 -

Appendix IV

Business Report for 2024

Business report and future prospects

Taiwan High Speed Rail Corporation (hereinafter “THSRC” or “the Corporation”) achieved an average daily passenger volume of 214,000 passengers in 2024, exceeding the average daily passenger volume for 2023 (200,000 passengers per day), fully demonstrating the important role THSRC plays in domestic transportation. The HSR has become an essential component of public transportation, and we will continue to improve transportation quality and build a safe travel environment for our passengers.

Looking ahead to the future, we will continue to adhere to our vision of “To be the Platform for Advancement and Enjoyment” and work to provide excellent service, comfortable travel, and customer satisfaction to our passengers while fulfilling our social responsibilities.

1. Business report for 2024

(1) Operational performance

1) Rail Operations

Starting from March 1, THSRC increased the number of weekly train services from 1,039 to 1,060, and began providing 1,103 train services starting from July 1, providing a total of 57,729 train services over the course of the year, an increase of 2,738 train services compared to 2023. Our loading factor for the year reached 71.73% (up by 1.06% compared to 2023). Passenger volumes for 2024 reached 78.25 million, up by 7.06% compared to 2023. Our total passenger-kilometers amounted to 13,351 million km, up by 6.26% compared to 2023. Average daily ridership reached 214,000 passengers, an increase of 14,000 passengers compared to 200,000 passengers in 2023.

In terms of operational safety, no accidents or injuries occurred in 2024. Our average punctuality rate (arrival within five minutes of scheduled time) was 99.50%, down by 0.08% compared to 2023, and our average reliability rate (excluding delays due to force majeure) was 100%.

41 -

Appendix IV

Operational Statistics

Indicators	2023	2024	Change
1. Train Services	54,991	57,729	+4.98%
2. Ridership (in millions)	73.09	78.25	+7.06%
3. Seat-Kilometers (in millions)	17,780	18,614	+4.69%
4. Passenger-Kilometers (in millions)	12,565	13,351	+6.26%
5. Punctuality Rate (as % of trains arriving within five minutes of scheduled time)	99.58%	99.50%	-0.08%
6. Loading Factor (Passenger-km/Seat-km)	70.67%	71.73%	+1.06%

2) Marketing and Passenger services

Products, services, and activities launched in 2024:

A. Product Promotions
(a) We launched a range of T Holiday packages and combo tickets for hotels, transportation, and various travel commodities, and continue to provide a rich range of diverse promotion packages.
(b) Consecutively launched “All new T-Shopping website,” “Brand event-The Real Taiwan WAY,” “Online HSR Go Fun Travel Exhibition,” and other large-scale activities to demonstrate lifestyle attitudes and personalized brand experiences while building links between our brand and consumers.
(c) Collaborated with the Ministry of Transportation and Communications (MOTC) Tourism Bureau to launch the “Go 2 Taiwan” promotional event, encouraging foreign travelers to visit Taiwan and drive local economic development.
(d) Continued to implement our TGo member precision marketing program to strengthen customer loyalty, expand member economy, and collect member data; we also
42 -

Appendix IV

completed member information classification and automatic marketing system functions, and established a digital marketing environment for members. We adjusted early bird discounts, college student discounts, credit card discounts, and other promotions based on actual demand to achieve marketing goals such as expanding customer sources, consolidating price-sensitive customers, balancing peak and off-peak needs, and increasing revenues.

  - B. Service Diversification

     - (a) We continued to launch cumulative rewards for corporate members as well as promotions for designated trains to increase loading factors for all trains.

     - (b) Established an e-coupon system to replace paper coupons in consideration of environmental, plastic reduction, and digital marketing needs, which not only reduced costs for printing paper coupons, but also made it more convenient for passengers to use coupons at external channels.

     - (c) In response to the needs of an aging society, we added a font size setting to our T Express app so passengers could adjust font sizes as needed, providing a seniorfriendly ticketing channel service.

     - (d) Reduced plastic packaging for on-train products: train seat headrest covers and cup lids for hot beverages sold on trains were respectively replaced with cellulose fiber and molded pulp materials, reducing plastic usage by around 67.23 tons per year.

(2) Budget Implementation
Our estimated operating revenue for 2024 was NT$50.17 billion. Due to continued growth in the domestic economy, our actual operating revenue was NT$53.19 billion. Our budget achievement rate was 106% and our actual net income after tax was NT$6.45 billion.
(3) Revenue, Expenditure, and Profitability Analysis
Our revenues for 2024 reached NT$53.19 billion, up by 6.8% compared to 2023; net income before tax was NT$8.04 billion, a reduction of NT$1.7 billion compared to 2023 (NT$9.74 billion).

HSR passenger volumes continued to grow in 2024, so revenues for 2024 grew by 6.8%

43 -

Appendix IV

compared to 2023; in terms of net income before tax, modified gains of NT$6.83 billion from adjustments of our syndicated loan contracts were recognized in 2023, and therefore net income before tax for 2024 was reduced by NT$1.7 billion compared to 2023.

Financial Data

Unit: NT$ in billions

Financial Data		Unit: NT$ in billions
Indicators	2023	2024
Operating Revenue	49.81	53.19
Gross Profit	22.19	23.36
Operating Income	20.53	21.49
Net Income Before Tax	9.74	8.04
Income Tax Expenses	1.91	1.59
Net Income After Tax	7.82	6.45

(4) Research and Development

Main research and development activities in 2024 were as follows:

1) Civil Facilities:
A. Establishment of artificial intelligence drones for HSR viaduct inspections.
B. Updated and upgraded slope real-time monitoring system.
C. Conducted research on seismic displacement reductions after implementation of dampers on viaducts in the Tainan section (including construction improvements, damper performance monitoring, and analysis of quantitative feedback).
D. Research and development project on localization of HSR viaduct locking devices.
E. Chekualin Fault monitoring and viaduct structure optimization measures.
F. Distributed optical fiber viaduct sensor and monitoring system.
2) Operation and Maintenance System:
A. Increased bandwidth of Wi-Fi services at HSR stations and on trains, and continued to provide HSR passengers with free Wi-Fi services.
B. Establishment of Intelligent Passenger Information System (PIS).
44 -

Appendix IV

C. Installed CCTV surveillance systems in front of HSR trains.
D. Research to improve train toilet spaces.
E. Development and establishment of Turnout Monitoring System (TMS).
F. Establishment of intelligent repair and management system for track, power, and catenary line systems.
3) Information Systems:
A. Phase II installations of Advanced Open Reservation System (AORS).
B. Paper-free digital transformation of automated fare collection system (AFCS) ticket window equipment (TWE).
C. Predictions of travel & passenger needs and available seats.
D. Passenger status information system for predicting passenger volumes and need for temporary trains.
E. E-coupon system.
F. E-commerce transaction controller system.
4) Continued localization of maintenance materials and equipment.

2. Business Plan for 2025

(1) Business Strategy

In 2025, we plan to adhere to our corporate vision, “To be the platform for advancement and enjoyment”; achieve ESG goals and strengthen corporate governance; provide safe, excellent, and innovative passenger services; and continue to work towards a better life in Taiwan. We formulated important projects based on our “six major strategies”:

1) Respond to environmental changes and mitigate disaster risks.
2) Accelerate digital optimization and strive for digital transformation.
3) Refine services and operations management in response to demographic and technological

changes.

4) Create demand in a post-pandemic environment to increase revenues.
5) Strengthen supplier management and build partnerships.
45 -

Appendix IV

6)Implement carbon reduction actions and fulfill corporate social responsibilities.
(2) 4T Main Strategies and Major Projects
1) Transportation

We continue to improve operational safety and actively respond to transportation impacts from climate change by establishing warning systems. We optimize our tangible and intangible assets related to passenger services in response to passenger needs and competition from autonomous cars to enhance our competitiveness and passenger comfort. Main implementation items include:

A. Reinforce tunnel entrances and slopes along the HSR line, formulate slope grading mechanisms, and conduct professional slope inspections in response to extreme climate threats.
B. Assess safety impacts of the Chekualin Fault on civil facility structures, execute design and improvement projects, implement intelligent monitoring of tunnel structures on Category 1 active faults, establish advance warning systems, implement subsequent projects for enhancing earthquake resistance on HSR viaducts, and expand applications of AI viaduct inspection drones to strengthen disaster resilience and warning capabilities.
C. Install station platform gates, add passenger elevators in stations, upgrade station toilets, optimize station lactation room spaces, improve train toilet spaces, upgrade Passenger Information System, and optimize transportation service equipment.
D. Purchase new generation rolling stock, and establish second rolling stock inspection and repair plant at Zuoying Depot to enhance HSR competitiveness.
E. Establish and promote T-MaaS (Transportation Mobility as a Service) platform to enhance passenger convenience and user experiences.

2) Technology

We strive to innovate and enhance technological capabilities, utilize new technologies, and promote smart transportation as we continue to enhance our operations, services, safety, and decision-making efficiency and quality while using big data and digital tools to optimize customer experiences and provide better convenience. Main implementation

46 -

Appendix IV

items include:

A. Establish Advanced Open Reservation System (AORS).
B. Install new generation AFCS cloud-based equipment at HSR stations as well as paperfree and digital multi-ride/periodic tickets and e-coupon systems.
C. Expand data transmission systems (DTS) and fiber optic cable (FOC) systems to optimize information management.
D. Establish HSR public and hybrid clouds, and use cloud solutions to achieve a zero-outage information architecture.

3) Taiwan

We continue to work with local enterprises and institutes to promote economic growth. Main implementation items include:

A. Promote industry localization based on sustainability, encompassing catenary maintenance cars, continuous welded rail plants, improvements to depot facilities, and upgrades to electrical substation control systems.
B. Strengthen development of train trolley products and exclusive business products as well as selected local brands and products.
C. Promote local cultures, activities, and national tourism, including through promotion of overseas products and strengthened marketing of weekday and weekend/peak and offpeak/designated-time products.
D. Continue to revitalize affiliated businesses while strengthening collaboration with local brands and social enterprises.

4) Touch

We continue to cultivate talent to enhance employee development, establish management mechanisms for sustainable supply chains, and promote various energy-saving measures to generate positive environmental benefits. Main implementation items include:

A. Expand space for Southern District Operations Section, optimize Operation Control Center layout, redesign uniforms and accessories, and impart the professional experiences of senior employees to create a friendly workplace.
47 -

Appendix IV

B. Maintain a talent pool of potential upper management personnel and implement capability development programs to enhance employee competitiveness and value.
C. Promote management of sustainable supply chains and collaborate with suppliers to jointly create social and environmental value.
D. Promote green procurement aligned with ESG concepts to achieve sustainable development and fulfill corporate social responsibilities.
E. Replace site coolers and hydraulic lifters, and promote greenhouse gas reduction to enhance energy efficiency.
F. Issue green bonds to enhance environmental competitiveness.
(3) Ridership Forecast

Due to economic growth, population growth, digital services, convenience of ticketing services, promotion of membership services, and improved travel products, we estimate that the annual ridership volume for 2025 will exceed 81.04 million passengers.

3. Future Outlook

THSRC will continue to incorporate the “4T” strategy into daily operations through proactive actions such as improving travel quality and innovative services. Faced with rapidly changing external environments, THSRC will continue to advance with the times and build more inclusive, resilient, and sustainable transportation operations.

4. Impacts of External Environment, Legal Environment, and Overall Business Environment

According to domestic economic forecasts released by the Directorate-General of Budget, Accounting and Statistics, Executive Yuan on November 29, 2024, innovations in emerging technology applications, salary adjustments for servicemen and civil servants, and increases in minimum wages are expected to drive corporate wage adjustments in 2025, which will boost consumption capacities and willingness. Real private consumption is expected to grow by 2.09%. THSRC will continue to formulate suitable operational strategies to achieve business targets in the face of market changes.

In terms of the legal environment, the Ministry of Transportation and Communications amended

48 -

Appendix IV

the “Railway Motor Vehicle Inspection and Repair Regulations” in 2024 to strengthen the safety and reliability of maintenance vehicles by clarifying the levels and schedules for inspections and repairs of “powered vehicles” such as maintenance vehicles and shunting locomotives. These amendments were submitted to the Ministry of Transportation and Communications Railway Bureau for reference and to ensure implementation of supervision mechanisms.

To comply with international trends, the Ministry of Transportation and Communications referenced international standards, added optimized accessibility icons, and amended the “Regulations Governing Establishment of Accessible Facilities on Public Transportation” in August so accessibility signs would be replaced with newly added or revised optimized icons.

The above amendments positively ensured the safety of railway operations and protected passenger rights and interests. THSRC adjusted internal by-laws accordingly to ensure regulatory compliance, and we continue to make strides toward our sustainable business goals.

THSRC complies with all relevant regulations. Under our legal compliance mechanisms, all units regularly identify and compile applicable laws for compliance. We have an effective grasp on and appropriate response measures to changes in legal environments. We will continue to stay abreast of legislative updates, refine related operations, strengthen corporate governance, integrate legal compliance into our core culture, and adhere to the highest safety standards to provide high-quality passenger services as we strive for corporate sustainability and generate value for our shareholders.

Rapid advances in smart transportation have enhanced operational efficiency and passenger experiences. THSRC will continue to focus on integrating smart systems and big data analysis capabilities, optimize train schedules, and realize precision services. Impacts from extreme climate conditions have highlighted the importance of disaster prevention capabilities. THSRC has strengthened infrastructure resilience and emergency response mechanisms to ensure that HSR trains are not affected by climate and environment impacts, and can continue to operate normally and stably, increasing passenger trust and dependence on the HSR. Rail industry localization developments have created many autonomous opportunities for innovation in HSR technologies and production. THSRC continues to build collaborations with local enterprises to reduce reliance on external companies, enhance overall competitiveness, stabilize business growth, and maintain market leadership.

49 -

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION

BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Assets Current assets 1100 Cash and cash equivalents 1139 Financial assets for hedging 1170 Notes and accounts receivable 1220 Current tax assets 130X Inventories 1476 Other financial assets 1479 Other current assets 11XX Total current assets Non-current assets 1600 Property, plant and equipment 1755 Right-of-use assets 1821 Operating concession assets 1801 Computer software, net 1840 Deferred tax assets 1980 Other financial assets 1990 Other non-current assets 15XX Total non-current assets 1XXXTotal assets	Notes 6(1) 6(2) 6(15) 4(22) 6(3) 6(4) and 8 7 6(5) 6(6) and 7 6(7) and 7 6(7) 4(22) and 6(17) 6(4) and 8 6(2)	December 31, 2024 AMOUNT ％ $ 4,287,400 1 — — 420,209 — 28,217 — 2,762,472 1 17,411,332 5 1,046,915 — 25,956,545 7 246,020 — 422,585 — 345,659,449 90 162,175 — 8,262,191 2 2,073,939 1 1,088,408 — 357,914,76793 $ 383,871,312100	December 31, 2023	December 31, 2023	December 31, 2023
			AMOUNT $ 17,569,018 94,908 509,512 28,217 2,651,680 18,121,004 1,012,975 39,987,314 251,631 447,510 351,993,627 148,496 7,401,472 2,160,013 314,166 362,716,915 $ 402,704,229		％
					4 — — — 1 5 — 10 — — 87 — 2 1 — 90 100

(Continued)

50 -

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION

BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2126 Financial liabilities for hedging 2170 Accounts payable 2209 Operating concession liabilities 2200 Other payables 2211 Payable for construction 2230 Current tax liabilities 2250 Provisions 2320 Current portion of long-term liabilities 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2511 Financial liabilities for hedging 2530 Bonds payable 2541 Long-term debt 2550 Provisions 2580 Lease liabilities 2612 Operating concession liabilities 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Unappropriated retained earnings 3XXX Total equity 3X2X Total liabilities and equity	Notes 6(8) 6(8) and 7 6(2) 7 6(10) and 7 6(8)(12) 7 4(22) 6(11) and 7 6(9) 6(6)(12)(15) and 7 6(2) 6(9) 6(8), 7 and 8 6(11) and 7 6(6) and 7 6(10) and 7 6(12)(13)(17) 6(14)	AMOUNT ％ $ — — 10,409,719 3 380,324 — 380,686 — 804,112 — 4,793,714 1 880,820 — 844,972 — 7,160,378 2 3,999,410 1 1,725,414 1 31,379,549 8 628,905 — 18,481,633 5 200,327,870 52 10,000,000 3 237,674 — 50,009,616 13 731,077 — 280,416,775 73 311,796,324 81 56,282,930 15 172,981 — 5,372,095 1 10,246,982 3 72,074,988 19 $ 383,871,312 100 December 31, 2024	AMOUNT ％ $ 48,099 — 21,938,192 6 — — 237,135 — 973,782 — 10,081,258 3 1,016,403 — 3,092,765 1 4,371,701 1 4,998,681 1 1,104,374 — 47,862,390 12 367,963 — 22,479,136 6 199,852,375 50 10,000,000 2 278,006 — 49,789,923 12 738,136 — 283,505,539 70 331,367,929 82 56,282,930 14 172,981 — 4,590,376 1 10,290,013 3 71,336,300 18 $ 402,704,229 100 December 31,	December 31,	December 31,
					％ — 6 — — — 3 — 1 1 1 — 12 — 6 50 2 — 12 — 70 82 14 — 1 3 18 100

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

51 -

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Years Ended December 31	Years Ended December 31	Years Ended December 31
2024	％ 100 (56) 44 (4) 40 1 (13) (13) — (25) 15 (3) 12 — — — 12 1.15 1.15	2023
AMOUNT $ 53,185,664 (29,828,709) 23,356,955 (1,861,329) 21,495,626 454,104 (6,633,022) (7,160,376) (115,211) (13,454,505) 8,041,121 (1,589,693) $ 6,451,428 $ 35,149 (7,030) $ 28,119 $ 6,479,547 $		AMOUNT	％
		$ 49,812,023 (27,618,817) 22,193,206 (1,661,185) 20,532,021 419,962 (6,815,554) (11,220,855) 6,822,247 (10,794,200) 9,737,821 (1,913,538) $ 7,824,283 $ (8,868) 1,774 $ (7,094) $ 7,817,189 $	100 (55)
			45 (3)
			42
			1 (14) (23) 14
			(22)
			20 (4)
			16
			— —
			—
			16
			1.39
$		$	1.39

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

52 -

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2024 Balance at January 1, 2024 Appropriations of 2023 earnings Legal reserve Cash dividends of NT$1.02 per share Net income for the year Other comprehensive income Total comprehensive income Balance at December 31, 2024 For the year ended December 31, 2023 Balance at January 1, 2023 Appropriations of 2022 earnings Legal reserve Cash dividends of NT$0.67 per share Net income for the year Other comprehensive loss Total comprehensive income Balance at December 31, 2023	Share capital- common stock $ 56,282,930 — — — — — — $ 56,282,930 $ 56,282,930 — — — — — — $ 56,282,930	Capital surplus $ 172,981 — — — — — — $ 172,981 $ 172,981 — — — — — — $ 172,981	Retained Earnings Legal reserve Unappropriated retained earnings $ 4,590,376 $ 10,290,013 781,719 (781,719) — (5,740,859) 781,719 (6,522,578) — 6,451,428 — 28,119 — 6,479,547 $ 5,372,095 $ 10,246,982 $ 4,212,542 $ 6,621,614 377,834 (377,834) — (3,770,956) 377,834 (4,148,790) — 7,824,283 — (7,094) — 7,817,189 $ 4,590,376 $ 10,290,013	Total equity
			Legal reserve $ 4,590,376 781,719 — 781,719 — — — $ 5,372,095 $ 4,212,542 377,834 — 377,834 — — — $ 4,590,376
				$ 71,336,300
				— (5,740,859)
				(5,740,859)
				6,451,428 28,119
				6,479,547
				$ 72,074,988
				$ 67,290,067
				— (3,770,956)
				(3,770,956)
				7,824,283 (7,094)
				7,817,189
				$ 71,336,300

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

53 -

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Interest expense Interest income Gain on foreign currency exchange, net Stabilization reserve expense Loss on disposal of intangible assets, net Gain on contract modification Others Changes in operating assets and liabilities Changes in operating assets Financial assets for hedging Notes and accounts receivable Inventories Other current assets Other non-current assets Changes in operating liabilities Accounts payable Other payables Provisions Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Interest paid Interest paid with respect to operating concession liabilities Income tax (paid) refunded Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of financial assets for hedging Proceeds from disposal of financial assets for hedging Decrease (increase) in other financial assets Acquisition of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Decrease in short-term notes and bills payable	Years Ended December 31	Years Ended December 31
	2024 $ 8,041,121 257,694 14,219,644 6,633,022 (454,104) (1,043) 7,160,376 112,246 — (4,977) — 89,303 (110,792) (33,653) (3,389) 144,486 550,551 (4,371,705) 600,838 9,943 32,839,561 453,823 (10,919,250) (973,782) (4,705,025) 16,695,327 — — (1,164,433) 1,203,664 795,674 (64,564) (8,154,670) 141 `(73,946)` (7,458,134) (48,287) (11,575,000)	2023
		$ 9,737,821 230,040 13,441,734 6,815,554 (419,962) (35,640) 11,220,855 62,093 (6,832,216) 20,974 72 (95,566) (225,681) 50,067 (2,881) (160,740) 644,242 — (410,549) 37,795
		34,078,012 417,285 (6,423,940) (426,563) 106,641
		27,751,435
		(1,759,000) 1,762,153 (1,531,233) 1,473,330 (6,685,719) (54,346) (6,080,530) — `—`
		(12,875,345)
		42,671 —

54 -

Appendix V

Repayment of bonds Repayment of long-term debt Repayment of the principal portion of lease liabilities Increase in other non-current liabilities Cash dividends paid Net cash flows used in financing activities Effects due to changes in exchange rate on the balance of cash held in foreign currency Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	(5,000,000) — (172,239) 18,077 (5,740,859) (22,518,308) (503) (13,281,618) 17,569,018 $ 4,287,400	— (10,000,000) (168,690) 24,997 (3,770,956)
		(13,871,978)
		5,960
		1,010,072 16,558,946
		$ 17,569,018

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

55 -

Appendix VI

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Taiwan High Speed Rail Corporation

Opinion

We have audited the accompanying balance sheets of Taiwan High Speed Rail Corporation (the “Company”) as at December 31, 2024 and 2023, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2024 financial statements. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 financial statements are stated as follows:

Recognition of gain on contract modification

Description

Refer to Notes 4(17) and 6(15) of the financial statements for the accounting policies and the explanation of operating revenue, respectively. The Company primarily engages in the construction and operation of high-speed rail in Taiwan. Railway transportation revenue is the main source of operating revenue for the Company. During 2024, the net railway transportation revenue amounted to $51,248,824 thousand, accounting for 96 percent of the operating revenue. Due to the various types of tickets and sales channels, the calculation of revenue is highly dependent on the operation of the ticketing system, which has a significant impact on the financial performance of the Company. Thus, we consider the accuracy of the recognition of railway transportation revenue as a key audit matter in the current period.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

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Appendix VI

1.Test the operating effectiveness of automated controls and general information technology controls of ticket-related information technology systems, such as the automated ticketing system, revenue management system, accounting system, and so forth.
2.Test the operating effectiveness of internal control over the recognition of railway transportation revenue.
3.Perform sampling and examine the payment collecting record and ride record of railway transportation revenue to ensure the accuracy of the recognition of revenue.

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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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.

Auditor’s 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
57 -

Appendix VI

expressing an opinion on the effectiveness of the Company 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 ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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.

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.

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 auditor’s 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.

Yu, Chih-Fan Chou, Chien-Hung For and on behalf of PricewaterhouseCoopers, Taiwan February 19, 2025

------------------------------------------------------------------------------------------------------------------------------The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Appendix VII

Audit Committee’s Review Report on 2024 Financial Statements

Audit Committee’s Review Report

The Board of Directors has prepared the Corporation’s 2024 Business Report and Financial Statements. The CPA of PricewaterhouseCoopers, Taiwan, Chih-Fan Yu and Chien-Hung Chou, were retained to audit the Financial Statements of Taiwan High Speed Rail Corporation and have issued an audit report relating to the Financial Statements. The Business Report and Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan High Speed Rail Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Taiwan High Speed Rail Corporation

February 19, 2025

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Appendix VIII

Audit Committee’s Review Report

The Board of Directors has prepared the Corporation’s 2024 proposal for allocation of profits, and the proposal has been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan High Speed Rail Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Taiwan High Speed Rail Corporation

March.12.2025

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Appendix IX

Taiwan High Speed Rail Corporation Comparative Table for the Current and Amended Articles of Incorporation

	Amended Articles	Current Articles	Description
	Article 35-1 If the final annual accounts of the Corporation show a net profit for a given year, it shall allocate not less than 1 percent of the net profit as profit-sharing compensation to employees,and no less than 35 percent of said employee compensation shall be allocated to non-executive employees. Furthermore,not more than 1 percent of the net profit shall be allocated as profit-sharing compensation to Directors; provided, however, that if the Corporation still has any accumulated loss, it shall first set aside the amount to offset the loss before such allocation.	Article 35-1 If the final annual accounts of the Corporation show a net profit for a given year, it shall allocate not less than 1 percent of the net profit as profit-sharing compensation to employees and not more than 1 percent as profit-sharing compensation to Directors; provided, however, that if the Corporation still has any accumulated loss, it shall first set aside the amount to offset the loss before such allocation.	Paragraph 6, Article 14 of the Securities and Exchange Act were amended in 2024 to stipulate that TWSE/TPEx listed companies shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees. We have therefore made corresponding amendments.
	Article 39 These Articles of Incorporation were adopted on 13 April 1998. The first amendment was made on 25 May 1999; the second on 27 June 2000; the third on 20 May 2002; the fourth on 10 September 2002; the fifth on 10 September 2002; the sixth on 28 May 2003; the seventh on 30 December 2003; the eighth on 28 May 2004; the ninth on 4 March 2005; the tenth on 4 March 2005; the eleventh on	Article 39 These Articles of Incorporation were adopted on 13 April 1998. The first amendment was made on 25 May 1999; the second on 27 June 2000; the third on 20 May 2002; the fourth on 10 September 2002; the fifth on 10 September 2002; the sixth on 28 May 2003; the seventh on 30 December 2003; the eighth on 28 May 2004; the ninth on 4 March 2005; the tenth on 4 March 2005; the eleventh on	Added date of current amendments to the Articles of Incorporation.

61 -

Appendix IX

	Appendix IX
	Amended Articles	Current Articles	Description
	25 June 2005; the twelfth on 25 June 2005; the thirteenth on 9 June 2006; the fourteenth on 16 August 2007; the fifteenth on 3 June 2009; the sixteenth on 23 June 2010; the seventeenth on 22 June 2012; the eighteenth on 10 September 2015; the nineteenth on 18 March 2016; the twentieth on 24 May 2018; the twenty-first on 26 May 2022; the twenty- second on 23 May 2024;the twenty-third on 22 May 2025;and took effect after approval at a regular shareholders’ meeting.	25 June 2005; the twelfth on 25 June 2005; the thirteenth on 9 June 2006; the fourteenth on 16 August 2007; the fifteenth on 3 June 2009; the sixteenth on 23 June 2010; the seventeenth on 22 June 2012; the eighteenth on 10 September 2015; the nineteenth on 18 March 2016; the twentieth on 24 May 2018; the twenty-first on 26 May 2022; the twenty-second on 23 May 2024; and took effect after approval at a regular shareholders’ meeting.

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AI assistant

THSRC — AGM Information 2025

52174_rns_2025-06-10_f5080392-6c68-4cee-8f24-d8085c7dd08b.pdf

Taiwan High Speed Rail Corporation

Minutes for 2025 Annual Shareholders’ Meeting

I. Management Presentations

III. Discussions

IV. Extraordinary Motions:

Appendix I

Report No. 1: Report on Corporation Execution of Corporate Governance

I. Background

II. Corporate Governance Guidance

Appendix I

1. Establishment of Independent Directorship

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

(3) Demarcation of Authority Between Board of Directors and Management:

Appendix I

Appendix I

Appendix I

(6) Periodic Independence Assessments of Certified Public Accountant (CPA):

Appendix I

Appendix I

IV. Effectiveness of Corporate Governance System

3. Management Implementation

Appendix I

meetings when performing their duties and fulfilling their duty of care.

4. Strengthen Information Disclosure

5. Achieving Sustainable Development and Maintaining Social Contribution

Appendix I

V. Future Plans for Corporate Governance

VI. Concluding Remarks

Appendix I

Schedule

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

Appendix I

Appendix II

Report No. 2: Report on Director Remuneration for 2024

Appendix II

Remuneration to directors and independent directors (names and method of payment disclosed)

A endix II pp

A endix II pp

Appendix III

Report No. 3: Report on Allocation of 2024 Remuneration to Board of Directors and Employees

Appendix III

Appendix IV

Business Report for 2024

Business report and future prospects

1. Business report for 2024

(1) Operational performance

1) Rail Operations

Appendix IV

Operational Statistics

Appendix IV

Appendix IV

Financial Data

Appendix IV

2. Business Plan for 2025

Appendix IV

2) Technology

Appendix IV

3) Taiwan

4) Touch

Appendix IV

3. Future Outlook

4. Impacts of External Environment, Legal Environment, and Overall Business Environment

Appendix IV

Appendix V

TAIWAN HIGH SPEED RAIL CORPORATION

BALANCE SHEETS

THSRC AGM Information 2025