T.S.M.C. - AGM Information 2020 | FinancialReports.eu

Stock code: 1310

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Taiwan Styrene Monomer Corporation

General Meeting of Shareholders, 2020

Meeting Minute (Translation)

May 27, 2020

Address: NO. 7, Industrial 1[st] Road. Lin-Yuan Dist, Kaohsiung City 83203, Taiwan ,R.O.C. （Kaohsiung Plant of the Company）

	Meeting Procedure……………………………………………………………………2 Ⅰ	Meeting Procedure……………………………………………………………………2 Ⅰ
Content	Reporting Items…………………………………………………………………………………3 Items for Approval………………………………………………………………………8 Items for discussion…………………………………………………………………10 Cause or Subjects for Convening the Meeting………………………………11 Extemporaneous Motion……………………………………………………………12 II III IV V VI
	Appendices………………………………………………………………………………13 VII
		(1)2019 Business Report…………………………………………………………………………14
		(2)2019 Closing Account…………………………………………………………………………16
		(3)Ethical Procedure………………………………………………………………………………17
		(4)Regulations Governing Share Repurchase to Be Transferred to Employees…………19
		(5)2019 Financial Statement……………………………………………………………………21
		(6)2019 Earning Distribution……………………………………………………………………38
		(7)Amendment to Rules of Shareholders' Meeting(Draft)……………………………………39
	Attachment………………………………………………………………………………45 VIII
		(1)Taiwan Styrene Monomer Corporation Articles of Incorporation…………………………46
		(2) Taiwan Styrene Monomer CorporationRules of Board Meeting Minutes(Before
		Amendment)………………………………………………………………………………51
		(3)Election of Directors……………………………………………………………………………53
		(4)Shareholding Condition of the Directors……………………………………………………55
		(5) Related Information About the Compensation of Employees, Directors and Supervisors,
		2018……………………………………………………………………………………………56
		(6)Related Information About the Compensation of Employees, Directors, 2019…………57
		(7) The Impact of Free Share Issuance Which is Going to Be Discussed in the General
		Meeting on the Operating Performance, Earnings Per Share and the Return on
		Investment of Shareholders of The Company………………………………………………58

1 General Meeting of Shareholders Meeting Minute,2020

Ⅰ、Meeting Procedure

Taiwan Styrene Monomer Corporation General Meeting of Shareholders, 2020

Time:AM 09:30 May.27, 2020

Place:NO. 7, Industrial 1st Road. Lin-Yuan Dist , Kaohsiung City 83203, Taiwan ,R.O.C.

（Kaohsiung Plant）

Agenda:

1、Announce（By president）

2、President speech

3、Report

(1)2019 Business Report
(2)2019 closing account
(3)2019 compensation infos
(4)Ethical Procedure Report
(5) Report on Implementation of Regulations Governing Treasury Shares Repurchase to Be Transferred to Employees in Year 2020

4、Acknowledgment

(1)2019 business report
(2)2019 earning distribution

5、Key points for discussion

Amendment to Rules of Shareholders' Meeting

6、Cause or subjects for convening the meeting

By-election for director

7、Extemporaneous motion

8、Adjourn

General Meeting of Shareholders Meeting Minute,2020

、 II Reporting Items

Case 1

Subject: Business Report 2019, please check. Description: Please refer to Attachment 1, Page 14.

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Case 2

Subject:Financail Statements 2019 reviewed by the Audit Committee, please check. Description: Financail Statements 2019 reviewed by the Audit Committee, please refer to Attachment 2, Page 16

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Case 3

Subject: Distribution Report for the Compensation of Employees, Directors and Supervisors 2019, please check.

Description: This case shall be handled according to Sec. 1 and Sec. 2, Article 31 of the terms and conditions of the company. It is planned to take the income before tax in 2019 and draw 2.5% of it as the compensation for the directors and supervisors, and 2% of it as the compensation for the employees. All the compensation shall be distributed in cash as described in the following form:

Unit: NT$

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Item Amount
Profit before tax and before the deduction of the compensation for
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employees, directors and supervisors (i.e. the proft consists of the proft before tax before the deduction of the	$ 1,076,954,023
compensation for employees, directors and supervisors)
2.5% of it was allocated to the directors and supervisors as compensation	26,923,851
2% of it was allocated to the employees as compensation	21,539,080
Netproft before tax	$ 1,028,491,092

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Case 4

Subject:Report on the Code of Ethical Conduct. Please review. Description:

I. Based on the amendment of "Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/ GTSM Listed Companies" issued by Taiwan Stock Exchange Corporation under Tai-Zheng-Zhi-Li-Tzi No. 1040001716 on January 28, 2015.
II. The Company has formulated the "Code of Ethical Conduct", please refer to Attachment 3, on page 17

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Case 5

Subject: The Regulations Governing Treasury Shares Repurchase to Be Transferred to Employees in Year 2020 and the implementation thereof are duly reported for verification.

Description:

I. For more details regarding the Regulations Governing Share Repurchase to Be Transferred to Employees, Please refer to Note No. IV, Page 19/
II. In an attempt to transfer shares to employees, the Company is to repurchase the outstanding shares having been issued by the Company in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of "Securities and Exchange Act".

III. Performance in implementation:

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Term of repurchase The 4 [th] repurchase
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Term of repurchase	The 4threpurchase

Date when resolved by the Board of Directors	March 21, 2020
Purposes of repurchase	To have shares transferred to employees
Period scheduled for repurchase	March 25, 2020~May 22, 2020
Maximum limit of repurchase amount	NT$1,305,034,402
Category and quantity of repurchase	Common shares/7,000,000 shares
Range of repurchase prices	From NT$8.61 to NT$25.77

The aggregate total of treasury shares in the present repurchase shall not exceed the maximum limit of NT$180.39 million.
Where the Company's share price is below the lowest limit of the specified price range, the Company will continually implement repurchase of the Company's shares.
The Company's shares repurchased this time shall be completed in transfer within three (3) years from the target date of repurchase in accordance with the Company's regulations for transfer.

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、 III Items for Approval

Case 1: Proposal by the Board

Subject: Please review and approve the case for approval of the Operational Report and Financial Statements 2019.

the audit committe also reviewed them.

For the Operational Report, please refer to Attachment 1, on page 14

For the Financial Statements, please refer to Attachment 5, on page 21

Decision:

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Case 2: Proposal by the Board

Subject: Please review and approve the case for approval of the Earnings Distribution Plan 2019.

Description: 1. The income after tax of the Company in 2019 was 882,064,694 TWD, and the distributable earnings were 1,320,268,122 TWD.

2.The abovementioned distributable earnings are planned to be distributed as follows:
(1) The legal reserve of 79,186,191 TWD and special capital reserve of 150,580,660 TWD were listed according to the Company Act.
(2) It is planned to distribute a cash dividend of 1.00 TWD for each shares held by shareholders, and the total of which will be 527,869,764 TWD. The number was calculated according to the share holding ration on the name book of shareholders by the basic day of interest removal.
The balance after the distribution will be 562,631,507 TWD, and it will be kept as the retained earnings to be distributed.
The distribution of earnings will be performed before the basic day of interest removal. If the share capital of the Company changes and affects the number of issued shares, causing the change in the dividend rate for shareholders and the need for revision, it is planned to have the general meeting authorize the chairperson to handle the problem according to the Compant Act or other related regulations.
The smallest cash dividend shall be 1 TWD. The total of any dividend of an odd lot of less than 1 TWD will be returned to the retained earnings to be distributed.
For the Earnings Distribution Form of the Company 2019, please refer to Attachment 5 on Page 38.

Decision:

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、 IV Items for discussion

Subject:Discussion of the " Rules of Board Meeting Minutes ". Please review. Proposal by the Board Description:

I. The Company has amended the Rules of Procedure for Shareholders Meetings according to the TWSE amendment of the Company Act, with reference to the "Sample Template for XXX Co., Ltd Rules of Board Meeting Minutes".
II. Considering that the amendments are very large, the Company has reformulated the Rules of Procedure for Shareholders Meetings, and canceled the original

Rules of Procedure for Shareholders Meetings.

III.Please refer to Appendix II, page 51 for the Company's" Rules of Board Meeting Minutes".

IV.Please refer to Appendix VII, page 40 for the new formulated" Rules of Board Meeting Minutes".

Decision:

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、 V Cause or subjects for convening the meeting

Subject:By-election for director Please commence the election. Proposal by the Board Description:

I. Resignation of the Company's legal person director, Meihao Industry Inc. Re-election of 1 director which will immediately take office upon appointment in accordance with Article 192-1 of the Company Act and Article 21 of the Company's Articles of Incorporation, with the term of office from May 27, 2020 to January 30, 2022.

II. The list of director candidates has been reviewed and approved by the 14th term board of directors on March 11, 2020, and directors shall be elected based on the list of director candidates.

III.The list of director candidates is as follows:

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Current
No. Title Name Education Experience Current Title
Shareholding
General
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１Director	１Director	CHUN YU WORKS & CO., LTD. Representative:	Master of Chemistry, Illinois Institute of	Manager of China Steel Chemical	General Manager of Taiwan Styrene Monomer	11,678,000
		Pao-Yuan Chen	Technology	Corporation	Corporation

Decision:

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、 VI Extemporaneous motion

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、 VII Appendices

(1)2019 Business Report

(2)2019 Closing Account

(3)Ethical Procedure

(4) Regulations Governing Share Repurchase to Be Transferred to Employees

(5)2019 Financial Statement

(6)2019 earning distribution

(7)Amendment to Rules of Shareholders' Meeting(Draft)

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Attachment 1

Taiwan Styrene Monomer Corporation 2019 Business Report

(1)Result

The company produce Styren 357,719 tons this year and complete the sales of 355,644 tons, in a value of TWD: 10.8 billion and 40 million dollars, with the value added by side product, the sales reaches TWD 11.7 billion 10 million dollars. The net profit after tax is TWD 0.8 billion 80 million dollars.

(2) Budget implementation

Unit: NT$ 10,000

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Item Actual amount in 2019 Budget amount in 2019
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Item	Actual amount in 2019	Budget amount in 2019

Net value of operating income	1,171,789	1,485,703
Gross proft	134,905	131,676
Operating proft	113,769	106,185
Income before tax	102,906	91,099
Income after tax	88,206	69,944

(3) Earning power analysis

Analysis item	2019
Earning (loss) per share after tax/dollor	1.67
Rate of income after tax (%)	7.53%
Return on total assets (%)	9.62%
Return on equity for shareholders (%)	12.18%
Ratio of income before tax in paid-in capital (%)	19.49%

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(4) R&D

The company mainly focuses on styrene. It not only removes bottlenecks from the production line, but also actively engages in research and development:

I. Develop by-product and derivatives for enhancing the Company's added value in order to realize the transformation of diversified high value-added industries.
II. Development of materials for the electronic and medical devices industry, R&D of powder raw materials that can be directly used in commercial powder coating machines, and has obtained Taiwan, China, the US and Japan

Patents for supplying raw materials. The developed products have been tested and recognized by many internationally renowned companies.

III. In addition to developing starting materials and products of the aforementioned raw materials,

the Company also vertically integrates the processing of applied products in the hope to provide comprehensive compound products.

(5) Our vision

Looking forward to 2020, according to the 2019 International Monetary Fund (IMF) yearend report, the estimated global economic growth was trimmed from 3.6% to 3.5%. The report also stated that trade tensions and geopolitical risks may drag down economic growth, while the control of debts is another major focus of our concern.

Regarding the SM market, the expansion of SM production capacity in China in 2020 and 2021 are planned at 3.72 million tons and 3.17 million tons, respectively, which may lead to a serious impact on the SM market.

In response, the Company will improve its core businesses and perform SM debottlenecking to reduce production costs and enhance its core competitiveness. Meanwhile, an adjustment plan was carried out to rectify the transfer of investment businesses, eliminate the bad businesses while retaining the good ones in order to strengthen the Company's business structure.

Since the World Health Organization (WHO) declared COVID-19 a "Public Health Emergency of International Concern (PHEIC)" on January 30, 2020, which will have a negative spillover effect on the global economy. However, the experience in past epidemic show that although the global economy will be affected, it has always been a short-term effect, with no long term economic impact. Thus, the company's operating policy still adheres to the production and marketing strategy of “full production and sales＂, as well as the goals of “industrial safety and environmental protection first＂ for production management.

Chairperson: Wen-Yuan Lin General Manager: Pao-Yuan Chen Accounting manager: Jason Chou

General Meeting of Shareholders Meeting Minute,2020

Attachment 2

The Board has prepared the 2019 Business Report Financial Statement (separate and consolidated) and the earning distribution proposal. The financial statement has been verified by KPMG and the others has been reviewed by the Auditors Committee ofthe Company.They've concluded that the documents has been well prepared according to related Laws.

Taiwan Styrene Monomer Corporation

Convenor : Chin-Chen Chien

M a r c h . 1 1 . 2 0 2 0

General Meeting of Shareholders Meeting Minute,2020

Attachment 3

Taiwan Styrene Monomer Corporation Code of Ethical Conduct

I. Purpose of and basis for adoption

In recognition of the necessity to assist the companies in Taiwan in their establishment of codes of ethical conduct, these Guidelines are adopted for the purpose of encouraging directors, supervisors, and managerial officers of TWSE listed and GTSM listed companies to act in line with ethical standards, and to help interested parties better understand the ethical standards of such companies.

II. The code of ethical conduct addresses at least the following eight matters:

Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.

(II) Minimizing incentives to pursue personal gain:

activities: (1) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions. (2) Obtaining personal gain by using company property or information or taking advantage of their positions. (3) Competing with the company. When the company has an opportunity for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can by obtained by the company.

confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the company or the suppliers and customers.

(IV) Fair trade:

fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.

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(V) Safeguarding and proper use of company assets:

ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the company's profitability.

(VI) Legal compliance:

The company shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.

(VII) Encouraging reporting on illegal or unethical activities:

The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the company shall establish a concrete whistle-blowing system and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals.

(VIII) Disciplinary measures:

When a director, supervisor, or managerial officer violates the code of ethical conduct, the company shall handle the matter in accordance with the disciplinary measures prescribed in the code, and shall without delay disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken. It is advisable that the company establish a relevant complaint system to provide the violator with remedies.

III. Procedures for exemption

The code of ethical conduct adopted by a company must require that any exemption for directors, supervisors, or managerial officers from compliance with the code be adopted by a resolution of the board of directors, and that information on the date on which the board of directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.

IV. Method of disclosure

A TWSE or GTSM listed company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on its company website, in its annual reports and prospectuses and on the MOPS.

V. Enforcement

A company's code of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. The regulations have been set up on March 11, 2020.

General Meeting of Shareholders Meeting Minute,2020

Attachment 4

Taiwan Styrene Monomer Corporation

Regulations Governing Share Repurchase to Be Transferred to Employees

Article I

These Regulations are duly enacted by the Company in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of Securities and Exchange Act and the provisions set forth under the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies＂ promulgated by the Securities & Futures Institute (hereinafter referred to as Regulations for Transfer of Treasury Shares to Employees) in an effort to pep up employee morale and cohesion. These Regulations apply to all issues regarding the Company's repurchase and transfer of shares to employees unless otherwise specified in laws and ordinances concerned.

(Category of share transfer, contents and limitation of the rights of transfer)

Article II

The shares in the present transfer to employees are in the category of common shares and bear the rights & obligations exactly same as those outstanding common shares unless otherwise specified in laws and ordinances concerned and these Regulations.

(Duration of transfer)

Article III

employees in in a lump-sum or in multi-stages. The duration and relevant issues regarding the respective transfer(s) shall be separately fixed by the chairman.

Article IV

All employees serving with the Company and all the Company's auxiliary companies satisfactory to the specified conditions under internal and external control as of the target date of share subscription (To be duly handled in accordance with Decree Jin-Guan-Zheng-Fa-Zi 1070121068 dated December 27, 2018) or the subsidiaries in both in Taiwan and throughout the world holding more than 50% of the voting power are entitled to subscription to the shares in the volume as specified under Article V. (Principles of distribution and procedures for transfer)

Article V

Number of shares which employees are entitled to subscribe to: The Company shall determine the number of shares to be subscribed to employees with reference to the employees´ position ranks, performance of duty or service seniority to be checked and verified by the chairman before the chairman reports such information to the Board of Directors to resolve the number of shares to be subscribed to employees. An employee who fails to subscribe to the entitled shares and complete the payment process upon

General Meeting of Shareholders Meeting Minute,2020

balance after inadequate subscription, the chairman may approach other employee (s) to subscribe to.

Article VI

Operating procedures for treasury share transfer:

timeframe of implementation exactly as resolved by the Board of Directors.
II. The chairman shall enact and promulgate the target date, standards/criteria for share subscription, timeframes to pay for subscription, contents of entitlement and conditions of restrictions exactly in accordance with these Regulations.
III. The Company shall work out statistics, the number of shares to be substantially subscribed to and proceed with ownership transfer registration for the shares.

Article VII

For the shares in the present repurchase to be transferred to employees, the average price in the actual repurchase shall be taken as the price for transfer which is, nevertheless, subject to adjustment pro rata to the increase in the common shares issued by the Company prior to the target date of transfer. (The post-transfer rights & obligations)

Article VIII

After the treasury shares are transferred to employees with ownership transfer registration duly completed in full, the treasury shares bear the rights & obligations exactly same as the original shares. (Other issues linked up with the Company and employees in rights & obligations)

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Article IX

After the treasury shares are transferred to employees, the relevant taxes shall be duly paid up according to laws and ordinances concerned in full before ownership transfer registration process.

Article X

All treasury shares repurchased by the Company to be transferred to employees shall be transferred in full within three (3) years starting from the date of repurchase. The treasury shares not transferred in full within the specified time limit shall be deemed as shares not issued by the Company for which the Company shall duly complete alteration registration to cancel them in full.

Article XI

ordinances concerned.

Article XII

These Regulations shall be put into enforcement after being resolved by the Board of Directors and shall be reported to the latest shareholders´ meeting. This same provision is applicable mutatis mutandis to an event of amendment.

These Regulations are duly enacted on March 23, 2020. These Regulations are duly revised on April 14, 2020.

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Attachment ５

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Attachement 6

Taiwan Styrene Monomer Corporation Disposition of Net Earnings 2019

Unit: NT$

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Item Amount
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Retained earnings to be distributed at the beginning of the term:	$	528,406,210
Plus:Income after tax		882,064,694
Other comprehensive income (actuarial gains and losses on defned beneft plan)		9,341,010
Change in affiliates and joint ventures accounted for using equity method		(28,294,210)
Disposal of fnancial assets measured at FVOCI		(27,277,839)
Cash dividends on returned payment for odd lots		47,163,726
Changes in ownership interests in the investment by equity method		(91,135,469)
Total of distributable earnings		1,320,268,122
Legal reserves		(79,186,191)
Recognized special capital reserve		(150,580,660)
Deduction: distribution items
Shareholder bonus (Cash dividends１TWD per share)		527,869,764
Retained earnings to be distributed at the end of the term	$	562,631,507

Note:

The smallest cash dividend shall be 1 TWD. The total of odd lots of which the dividends are respectively less than 1 TWD will be returned to retained earnings.
According to the provision of Chin-Kuan-Cheng-Fa-Tzu No. 1010012865, after you start to prepare financial statements with the adoption of International Financial Reporting Standards, you shall recognize a special capital reserve from the income and retained earning to be distributed with the same amount as the net value of the deduction items of other recognized shareholder's equity generated in the fiscal year (e.g. the accumulated amount of exchange differences on translating the financial statements of foreign operations, unrealized gain or loss on available-for-sale financial assets, gain or loss on hedge instruments which are effective in cash flow hedges). For the deduction amount of other shareholders' equity accumulated in the last term, you shall recognize the same amount of special capital reserve without distribution from the distributable retained earnings in the last term. However, for a company that has recognized the special capital reserve following the former paragraph, it shall further draw a supplementary special capital reserve which equals to the difference between its recognized amount and the net value of the decution items of other equity. Later when the balance of other shareholders' equity decution items can be reversed, earnings can thus be distributed based on the part of reversal.

Chairperson: Wen-Yuan Lin General Manager: Pao-Yuan Chen Accounting manager: Jason Chou

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Attachement 7

Taiwan Styrene Monomer Corporation Rules of Board Meeting Minutes(Draft)

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

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

Article 3 (Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. Its main content may be disclosed on the website designated by the competent authority or the Company, and the website shall be stated in the meeting notice.

convening the shareholders meeting. After the election was completed, None of the above matters may be raised by an extraordinary motion or other means.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. Nonetheless, a shareholder proposal proposed under Paragraph One for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

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Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

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

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

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

Article 5 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of documents such as the attendance book)

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

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

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

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

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

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Article 7 (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

shareholders meeting in a non-voting capacity.

Article 8 (Documentation of a shareholders meeting by audio or video)

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

a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9

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

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

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

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Article 10 (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

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

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

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

General Meeting of Shareholders Meeting Minute,2020

Article 13

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

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

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

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

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14 (Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

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Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

Article 16 (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining order at the meeting place)

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

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

Article 19

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

The regulations will be formulated in May 27, 2020.

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、 VIII Attachment

(1) Taiwan Styrene Monomer Corporation Articles of Incorporation
(2) Taiwan Styrene Monomer CorporationRules of Board Meeting Minutes(Before amendment)
(3)Election of Directors
(4)Shareholding Condition of the Directors
(5) Related Information About the Compensation of Employees, Directors and Supervisors, 2018
(6) Related Information About the Compensation of Employees, Directors, 2019
(7) The impact of free share issuance which is going to be discussed in the general meetingon the operating performance, earnings per share and the return on investment ofshareholders of the company

General Meeting of Shareholders Meeting Minute,2020

Attachment 1

Taiwan Styrene Monomer Corporation Articles of Incorporation

Chapter 1 General rules

Article 1: The Company is organized and named “Taiwan Styrene Monomer Corporation＂, in accordance with Company Act.

(1)C801020 Petrochemical Manufacturing
(2)C801030 Precision Chemical Materials Manufacturing
(3)C801990 Manufacture of Chemical Material
(4)C802990 Other Chemical Products Manufacturing
(5)D101050 Steam and Electricity Paragenesis
(6)D401010 Heat Energy Supplying
(7)F401010 International Trade
(8)G801010 Warehouse
(9)H701010 Residence and Buildings Lease Construction and Development
(10)H701020 Industrial Factory Buildings Lease Construction and Development
(11)H703090 Real Estate Commerce
(12)H703100 Real Estate Rental and Leasing
(13) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
Article 2-1: The total amount of the re-investment made by the Company may not be restricted by article 13 of the Company Act as 40% of the capital.

Article 2-2: The company may offer endorsement and guarantee as the need of investment business.

Article 3: Headquarter of the Company is located at Taipei City. The Company can establish branches or manufacturing facility as the need of business operating.

Article 4: The news publishing of the Company shall be conducted according to the regulation of Company Act.

Chapter 2 Shares

Article 5: The total capital of the Company is NTD $9 billion dollars, which is divided into 900 million shares, that is, NTD $10 dollars per share. The total authorized number of shares are to be issued in installments by the approval of the board.
of three or more directors and shall be duly certified or authenticated by the competent authority.

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rights.
with ID copy and the new impression card. The new seal shall be issued thereby. If other person is to conduct the preceding procedure for the shareholder, a seal certificate issued by household office shall be attached.
Article 9: If a shareholder is to transfer the share because of inheritance or give-up, the transfer application shall be sealed and shall be processed though the company. If a share is not properly processed, that may not be used against the Company.
Article 10: If the shares are to be set rights, the concerned parties shall submit the application in writing to the Company.
apply for reissuance according to related procedures.
Article 12: If a shareholder wishes the company to reissue the share for the original share is damaged, the preceding paragraph shall apply.
Article 13: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

Chapter 3 Shareholders Meeting

Article 14:Shareholders' meeting shall be of the following two kinds:
(1)Regular meeting of shareholders: to be held at least once every year.
(2)Special meeting of shareholders: to be held when necessary.
Article 15: For a public company, a notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case a public company intends to convene a special meeting of shareholders, a meeting notice shall be given to each shareholders no later than 15 days prior to the scheduled meeting date.
Article 16:Deleted.
Article 17: Each shareholder of the Company has one voting right per share, except as otherwise regulated by other laws.
Article 18: If a shareholder cannot attend the shareholders' meeting due to some reason, he or she may appoint a proxy to attend each shareholders' meeting by providing the proxy form issued by the Company which states the scope of authorization. The rules for a shareholder to appoint a proxy to attend the meeting are in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies＂ in addition to Article 177 of the Company's Act.
Article 19: Unless the Company Act regulates otherwise, the chairman shall be the president of the shareholders meeting. If the chairman is absent, the president shall be the person designated by chairman; if the chairman fails to designate anyone, the president shall be elected among the directors.

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Article 20: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. With regard to a company offering its shares to the public, the distribution of the minutes of shareholders' meeting as required in Paragraph One of Article may be effected by means of a public notice.

Chapter 4 Directors

Article 21: The Board of Directors of our company has 11-13 directors, all with a three-year term. They are capable individuals elected at the Shareholders' Meeting and can be re-elected. As the directors and supervisors are elected, the board may approve to purchase the liability insurance for their business.
According to article 14-2 of the Securities and Exchange Act, there should be a minimum of 2 independent directors and cannot account for less than one fifth of the director seats. The independent director shall be elected by the shareholder meeting from the nomination list. The independent director is authorized by the Company to participate the board meeting and express opinions; any opinion of independent directors shall be recorded in the minutes. The qualification, withheld number of shares, concurrent service, nomination and selection process of independent directors should be based on the regulations of the competent authority.
Article 21-1:Deleted.
Article 21-2: The Company sets up the auditor committee according to article 14-4 of Security Trade Law. The committee is composed by all the independent directors, enforcing the duty of supervisors.
Article 22: The board is organized by the directors. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman shall externally represent the Company.
Article 22-1: When the board meeting is convening, the reasons shall be listed and delivered to each director and supervisor 7 days before the meeting. However, if there is an emergency, the meeting may be convened anytime. The notification of convening the board meeting may be made by ways such as fax and email instead of by correspondence.
Article 23: Unless the Company Act regulates otherwise; the resolution of a board meeting shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company. A shareholder may appoint a proxy to attend a shareholders' meeting in his/ her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. A shareholder may only execute one power of attorney and appoint one proxy only. In calling a meeting of the board of directors, a notice shall set forth therein the subject(s) to be discussed at the meeting and a notice shall be issued no later than 7 days prior to the scheduled meeting date. In case of emergency, the meeting shall be called anytime. The abovementioned meeting can be called via writing, or fax.
Article 24:The responsibilities of the Board are as follows:
(1) Election of Chairman
(2) Appointment of Manager
(3) Contracting with shareholders
(4) Determine the operating direction of the company
(5) Determine the expanding strategy

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(6) Review and determine the operating budget
(7) Other responsibilities regulated by Company Act

Unless the Company Act regulates otherwise, the board may authorize the board right to the Chairman:

(1) The making of governing policy, procedure, and other matters appointed by chairman
(2) Other matters appointed by the board

Article 25:Deleted.

Article 26: As the directors and supervisors are elected, the board may approve to purchase the liability insurance for their business. The director shall be compensated and is entitled to the monthly salary based on industry's standard for the position

Chapter 5 Managers

Article 27: The company establishes the position of manager and the matters of appointment, reassignment, or compensation should be conducted according to the regulation of Company Act.
Article 28: The general manager is responsible for the operating of the company according to the instruction by Chairman; The responsibilities are as follows:
(1) Drafting the company policy
(2) Mapping the operating direction and the enforcement
(3) Planning the fund raising
(4) Preparation of operating budget
(5) Drafting company organization and the HR related matters
(6) Other power appointed by board or shareholders meeting

Chapter 6 Accounting

of shareholder's meeting to the shareholder's meeting for approval.
(1).Business Report
(2).Balance Sheet
(3).Proposal on distribution of surplus and recovery of losses

Article 30:Deleted.

If the company's balance is insufficient, the profit is to be reserved as make-up.

The board may determine whether the bonus is issued in cash or in shares, and the resolution shall be approved by the shareholders meeting.

The earning of the company shall be allocating for income tax payment, reserve make-up, and 10% for legal

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reserve and for special reserve if needed. Then the board may discuss the distribution of retained earnings. In the distribution, the cash dividends shall be no less than 30%; if the EPS is lower than 0.1, then a stock dividend may be issued.

Article 32:Other procedures of the company shall be made individually.

Article 33:Any other matters not regulated in the article shall be conducted according to Company Act.

Article 34: The article was established on Sep.21, 1979;The 1[st] amendment was made on May 26,1980; The 2[nd] amendment was made on Jan 26,1981;The 3[rd] amendment was made on May 5,1981;The 4[th] amendment was made on Aug. 26,1980;The 5[th] amendment was made on Mar. 22,1983;The 6[th] amendment was made on Aug. 18,1984;The 7[th] amendment was made on Mar. 5,1987;The 8[th] amendment was made on Mar. 22,1989;The 9[th] amendment was made on Mar. 22,1989;The 10[th] amendment was made on May 31,1990;The 11[th] amendment was made on Apr.16,1991;The 12[th] amendment was made on Mar. 22,1995;The 13[th] amendment was made on Apr. 18,1996;The 14[th] amendment was made on May 14,1998;The 15[th] amendment was made on May 24,2000;The 16[th] amendment was made on Jun. 3,2002;The 17[th] amendment was made on Jun.24,2003;The 18[th] amendment was made on Jun.24,2003;The 19[th] amendment was made on Jun.15,2005;The 20[th] amendment was made on Jun.22,2006;The 21[th] amendment was made on Jun.19,2008;The 22[th] amendment was made on Jun.15,2009;The 23[th] amendment was made on Jun.24,2011; The 24[th] amendment was made on Jun.28,2012;The 25[th] amendment was made on Jun.18,2014;The 26[th] amendment was made on Jun.11,2015;The 27[th] amendment was made on Jun.29,2016;The 28[th] amendment was made on Jun.1,2017;The 29[th] amendment was made on Jun.26,2018;

General Meeting of Shareholders Meeting Minute,2020

Attachment 2

Taiwan Styrene Monomer Corporation Rules of Board Meeting Minutes

1、The meeting shall be hold as the rule unless otherwise regulated.
2、 The Company should have the attendance log ready for the signature of the attending shareholders or the shareholder's representative (hereinafter referred to as the Shareholders), or the attending shareholders may have the signature card submitted as an alternative to the signature. The presented shares shall be recorded on the log and shall be calculated manually or electronically.
3、The presentation and vote shall be calculated according the amount of shares.
4、 The shareholders meeting must be held at a location that is suitable and convenient for shareholders to attend. The meeting must not commence any time earlier than 9AM or later than 3PM.
5、 If the meeting of shareholders is convened by the Board, the Chairman of the Board is to chair the meeting. If the chairman is on leave or is unable to exercise his/her powers for certain reasons, the Vice Chairman is to chair the meeting. If a Vice Chairman is not appointed or the Vice Chairman is also on leave or is unable to perform their duties for certain reasons, the Chairman is to appoint one of the general directors to chair the meeting. If a general director is not appointed, one of the directors is appointed to chair the meeting. If a representative is not appointed by the Chairman, one of the general directors or directors should be elected among the board members to chair the meeting.It is preferable if there is a majority of the board directors attending the shareholders' meeting that is convened by the Board of Directors.If the shareholders' meeting is convened by any authorized party other than the Board of Directors, the convener will act as the meeting chairman. If there are two or more conveners, they shall appoint one among themselves to chair the meeting.
6、 The service personnel for the shareholders' meeting shall wear identification badges or armbands.
7、 The Company should have the entire meeting of shareholders taped in an audio or video recording and stored for at least one year.
8、 The chairman should announce the commencement of the meeting as soon as it is due. However, if the attendees represent less than half of all outstanding shares, the meeting chairman may announce the postponement of the meeting up to two times, for a period totaling no more than one hour. The chairman may announce the meeting is adjourned if there are still an insufficient number of shareholders to represent two thirds of the shareholding to attend the meeting after two meetings are postponed. If the shareholdings of the attending shareholders are not more than half of the total number of shares issued after two postponements but more than one third of the total number of shares issued, a pseudo-resolution can be resolved in accordance with Article 174 of the Company Law. Also, shareholders should be informed regarding the pseudo-resolution with another meeting of shareholders to be convened within one month.
9、 If the shareholders' meeting is convened by the Board of Directors, its agenda is set by the Board of Directors. The meeting is conducted in accordance with the agenda and it may not be changed without the resolutions reached in the shareholders' meeting. The provision referred to above is applicable even when the shareholders' meeting is convened other than by the Board of Directors. The Chairman may not announce the meeting is adjourned until a resolution is reached for the two procedures (including motions) referred to above. If the Chairman has announced the meeting adjourned in violation of the procedures, the other board directors shall promptly assist the shareholders present with a majority of balloting rights to elect a chairman to continue the meeting in accordance with the legal procedures.

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10、 Shareholders with over 1% shareholding of the shares issued may have proposals presented in writing to the Company's General Shareholders' Meeting. However, it is limited to one proposal and more than one proposal presented will not be discussed at the meeting. The Board of Directors may not have proposals presented by shareholders that fall within the scope of Article 172-1-4 of the Company Act included for discussion. The shareholder's proposal is limited to 300 words, otherwise it will not be included for discussion. The proposing shareholders must attend the general shareholders' meeting in person or by proxy to participate in the proposal discussion.
11、 Shareholders who wish to speak during the meeting must produce a Speak Request Form detailing the topics and the shareholder's name and account number (or the attendance ID serial). The order of shareholders' comments will be determined by the meeting chairman.
Shareholders who submit Speak Request Forms without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the Speak Request Form, the actual comments shall prevail.
12、 Each shareholder may not speak on the same proposal more than twice and not more than 5 minutes each time unless otherwise permitted by the Chairman. However, the Chairman may stop the shareholder from speaking if the speech is in violation of regulations or outside the scope of the proposal.
13、 The number of representatives attending the shareholders' meeting on behalf of the institutional shareholders, both the government and legal person, is not limited to one person. The number of legal persons entrusted to attend the shareholders' meeting is limited to one person.
14、 The Chairman may have the speech of the shareholder responded to in person or by the designated personnel.
15、 The Chairman must give the proposal or the amendment or ad hoc motion proposed by the shareholders an opportunity to be explained and discussed sufficiently until it is ready for balloting and then stop the discussion for balloting.
16、 Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of The Company Act.
17、 The ballot counting will proceed openly during the meeting. The outcome of the vote must be documented and announced on site.
18、The chairman at his/her discretion may announce the meeting is in recess.
19、 Unless otherwise provided in the Company Act and the Company's Articles of Incorporation, the proposal is passed at the meeting by the shareholders representing a majority of the balloting rights. The chairman or the designated personnel are to announce the total number of balloting rights of the shareholders presented at the time of balloting.
20、 For a proposal with an amendment or alternative put to vote, the chairman is to have it prioritized for balloting with the original bill enclosed. If any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
21、 The chairman may instruct picketers or security staff to help maintain order at the meeting. While maintaining order at the meeting, all picketers or security staff must wear arm badges which identify their roles as "Staff".
22、The procedure and the amendment is approved by the shareholders meeting.

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Attachment 3

Taiwan Styrene Monomer Corporation Election of Directors

Article 1: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2:Directors of the Company shall be elected at the shareholders meeting.

Article 3:(Deleted)

Article 5: Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected.
The cumulative voting method shall be used for election of the directors and supervisors at this Corporation. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.
Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 7: The board of directors shall print ballots by itself. The company seal shall be affixed on the ballot, and the shareholder account number and number of voting rights shall be specified on the ballot paper.
Article 8: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 9: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10: If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 11: A ballot is invalid under any of the following circumstances:
I.The ballot was not prepared according to the procedures.
II.A blank ballot is placed in the ballot box.
III.The writing is unclear and indecipherable or has been altered.

53 General Meeting of Shareholders Meeting Minute,2020

IV. Any alteration of the shareholder's name, shareholder account number (identity card number), and number of voting rights allotted.
V. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
VI. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
VII. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
VIII.The number of candidates exceeds the number of directors to be elected.
IX.The total number of votes assigned exceeds the number of voting rights.
Article 12: If the total number of votes assigned is less than the number of voting rights, the reduced number of voting rights shall be deemed to have been waived.
Article 13: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15: Incomplete matters shall be handled in accordance with relevant laws and the Company's Articles of Incorporation.
Article 16: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
The amendment of operating procedure was reported to the shareholders' meeting on June 3, 2002. The amendment of operating procedure was reported to the shareholders' meeting on June 15, 2006. The amendment of operating procedure was reported to the shareholders' meeting on June 11, 2015. The amendment of operating procedure was reported to the shareholders' meeting on June 28, 2019.

General Meeting of Shareholders Meeting Minute,2020

Appendix 4 Shareholding Condition of the Directors

I.The minium amount of shares shall be held be all the directors: 16,891,832 shares.

on the namebook hold the following shares:

==> picture [338 x 17] intentionally omitted <==

----- Start of picture text -----

Title Name Shares held
----- End of picture text -----

Title	Name	Shares held

Chairperson	Wen-Yuan Lin, the representative of Taiwan Styrene Monomer Investment Corporation	10,000,000
Director	Chiung-Fen Wang, the representative of Taiwan Styrene Monomer Investment Corporation	10,000,000
Director	JEFF CHEN, the representative of Taiwan Styrene Monomer Investment Corporation	10,000,000
Director	SHENG-TSHENG LEE, the representative of Chin-Chih-Hung Investment Corporation	1,000,000
Director	Cheng-Yuan Liu, the representative of Kai- Chiang Co., Ltd.	200,000
Director	Chi-Yao Sun, the representative of An-Ching Development Corporation	200,000
Director	Po-Hao Huang, the representative of An- Ching Development Corporation	200,000
Independent director	Chin-Chen Chien	0
Independent director	Kao-Wei Hsu	0
Independent director	Kuo-Ching Chang	0
Total	11,400,000

General Meeting of Shareholders Meeting Minute,2020

Appendix 5 Related Information About the Compensation of Employees, Directors and Supervisors, 2018

Unit: NT$

Distribution Item	Distribution Amount (A) decided by the Board	Estimated Amount (B) in the fscal year	Amount of Difference (A)-(B)	Reason of Difference and Condition of Handling
Compensation for employees	33,086,131	33,086,131	0
Compensation for directors and supervisors	41,073,000	41,073,000	0

General Meeting of Shareholders Meeting Minute,2020

Appendix 6 Related Information About the Compensation of Employees,Directors, 2019

	Employees,Directors, 2019	Employees,Directors, 2019	Employees,Directors, 2019	Employees,Directors, 2019
	Unit: NT$
Distribution Item	Distribution Amount (A) decided by the Board	Estimated Amount (B) in the fscal year	Amount of Difference (A)-(B)	Reason of Difference and Condition of Handling
Compensation for employees	21,539,080	21,539,080	0
Compensation for directors	26,923,851	26,923,851	0

General Meeting of Shareholders Meeting Minute,2020

Appendix 7

The impact of free share issuance which is going to be discussed in the general meeting on the operating performance, earnings per share and the return on investment of shareholders of the company: not applicab.

General Meeting of Shareholders Meeting Minute,2020

AI assistant

T.S.M.C. — AGM Information 2020

51769_rns_2020-06-02_0423b49a-f183-4170-86ba-19902a18ff9c.pdf

Taiwan Styrene Monomer Corporation

May 27, 2020

Ⅰ、Meeting Procedure

Taiwan Styrene Monomer Corporation General Meeting of Shareholders, 2020

1、Announce（By president）

2、President speech

3、Report

4、Acknowledgment

5、Key points for discussion

6、Cause or subjects for convening the meeting

7、Extemporaneous motion

8、Adjourn

、 II Reporting Items

Case 1

Case 2

Case 3

Case 4

Case 5

、 III Items for Approval

Case 1: Proposal by the Board

Case 2: Proposal by the Board

、 IV Items for discussion

、 V Cause or subjects for convening the meeting

、 VI Extemporaneous motion

、 VII Appendices

Attachment 1

Taiwan Styrene Monomer Corporation 2019 Business Report

(1)Result

(2) Budget implementation

(3) Earning power analysis

(4) R&D

(5) Our vision

Attachment 2

Attachment 3

Taiwan Styrene Monomer Corporation Code of Ethical Conduct

I. Purpose of and basis for adoption

II. The code of ethical conduct addresses at least the following eight matters:

(V) Safeguarding and proper use of company assets:

(VI) Legal compliance:

(VII) Encouraging reporting on illegal or unethical activities:

(VIII) Disciplinary measures:

III. Procedures for exemption

IV. Method of disclosure

V. Enforcement

Attachment 4

Taiwan Styrene Monomer Corporation

Regulations Governing Share Repurchase to Be Transferred to Employees

Article I

Article II

Article III

Article IV

Article V

Article VI

Article VII

Article VIII

Article IX

Article X

Article XI

Article XII

Attachment ５

Taiwan Styrene Monomer Corporation Disposition of Net Earnings 2019

Attachement 7

Taiwan Styrene Monomer Corporation Rules of Board Meeting Minutes(Draft)

Article 1

Article 2

Article 3 (Convening shareholders meetings and shareholders meeting notices)

Article 4

Article 5 (Principles determining the time and place of a shareholders meeting)

Article 6 (Preparation of documents such as the attendance book)

Article 7 (The chair and non-voting participants of a shareholders meeting)

Article 8 (Documentation of a shareholders meeting by audio or video)

Article 9

Article 10 (Discussion of proposals)

Article 11 (Shareholder speech)

Article 12 (Calculation of voting shares and recusal system)

Article 13

Article 14 (Election of directors and supervisors)

T.S.M.C. AGM Information 2020