TSRC

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Agenda for 2019 Annual Meeting of Shareholders

I. Meeting Procedure	page
1. Call the Meeting to Order
2. Addresses by Chairman
3. Matter to be Reported:	2
(1) To Report 2018 Employee's Compensation and Director's Compensation	2
4. Matter to be Ratified:
(1) To Ratify the Proposal for 2018 Business Report and Financial Report	3
(2) To Ratify the Proposal for Distribution of 2018 Earnings	4
5. Matter to be Discussed:
(1) To Amend“Article of Incorporation”	5
(2) To Amend “Procedures for Acquisition and Disposal of Asset”	6
(3) To Release the Prohibition on Directors from Participation in Competitive Business	7
6. Other Business and Motions	7
7. Adjournment	7
II. Attachment

1.	2018 Business Report, Financial Statement and Audit Committee's Audit	8
	Report
2.	Comparison table of Amendment of "Articles of Incorporation"	37
3.	Comparison table of Amendment of "Procedure for the Acquisition or	42
	Disposal of Assets"
III.	Appendix
1.	Rules and Procedures of Shareholders' Meeting	62
2.	Articles of Incorporation	66
3.	Disclosure of Directors' Shareholdings	72

Matter to be Reported

(1) To Report 2018 Employee's Compensation and Director's Compensation

3. Matter to be Reported:

2018 Employee's Compensation of NTD 64,290,000 and Director's Compensation of NTD 14,064,000 was resolved by 5th Meeting and 6th Meeting of the 16th Term of Board of Directors which are distributed in cash in accordance with The Company Act and Article 28-1 of Article of Incorporation.

(1) To Report 2018 Employee's Compensation and Director's Compensation

Matter to be Ratified

Ratification Proposal I (Proposed by Board of Directors)

4. Matter to be Ratified:

(1) To Ratify the Proposal for 2018 Business Report and Financial Report

Proposal:

Explanation:

To Ratify the Proposal for 2018 Business Report and Financial Report

The business report for 2018 is shown in attachment 1 (please refer to p. 9-11 in the Handbook for the Meeting) as well as the standalone and consolidated financial report (also in attachment 1, please refer to p. 12-35 in the Handbook for the Meeting). The above reports were resolved by 6th Meeting of the 16th Term of Board of Directors where the financial statement was audited by certified accountant. The above business report and financial report were approved by the Audit Committee and audit report was provided (also in attachment 1, please refer to p.36 in the Handbook for the Meeting). Hence, we proposed to Annual Meeting of Shareholders for Ratification.

Resolution:

Matter to be Ratified

Ratification Proposal II (Proposed by Board of Directors)

(2) To Ratify the Proposal for Distribution of 2018 Earnings

Proposal :

Explanations:

To Ratify the Proposal for Distribution of 2018 Earnings

1) The undistributed net profit in the beginning of 2018 is NT$ 781,231,704. By adding with the net income after tax for 2018, which is NT$1,192,185,902, subtracting the accurate loss from ensured welfare plan, which is NT$21,853,619 and legal reserve, which is NT$119,218,590, the net profit that can be distributed in this period is NT$1,832,345,397.
2) The proposed distributed cash dividend for shareholders this year was NT$ 0.98 per share and in total NT$ 809,195,778. After the distribution, the undistributed net profit is NT$1,023,149,619. The distribution of shareholders' cash dividend is calculated to the dollar unit. The remaining amount less than NT$ 1 will be listed as other income of the company.
3) It is proposed the Shareholders' Meeting to ratify the aforementioned distribution of shareholders' dividend and to authorize the Board of Directors to determine ex-dividend date and payment date for cash dividend.
4) The distribution table of net profit is as follows:

Disposition of Net Profit for 2018

TSRC Disposition of Net Profit for 2018	TSRC Disposition of Net Profit for 2018
Unit:NTD
Beginning distributed net profit	781,231,704
Add: net income after tax for 2018	1,192,185,902
Subtract: accurate loss from ensured welfare plan	21,853,619
Subtract: legal reserve (net income after tax 10%)	119,218,590
Distributable net profit in this period	1,832,345,397
Distribution items
Shareholders' dividend - cash (NT$ 0.98 per share)	809,195,778
The undistributed net profit by the end of this period	1,023,149,619

Chairman: Nita Ing

Manager: Joseph Chai

Chief Accountant: Ming-Huang Chen

Resolution:

Matter to be Discussed

Discussion Proposal I (proposed by Board of Directors)

Proposal: To Amend ” Article of Incorporation”

Explanations: 1) Considering the practical operational needs of the company and the current regulations for internal operation, it is proposed to amended Article 1, 10, 13, 161, 18, 19, 20, 25, 27, 32,35 and delete Article 24 and 33 of Article of Incorporation of our company.
2) The comparison table for the amendment of Article of Incorporation is shown in attachment 2 (please refer to p. 37-41 in the Handbook for the Meeting)

Resolution:

5. Matter to be Discussed:

(1) To Amend“Article of Incorporation”

Matter to be Discussed

Discussion Proposal II (proposed by Board of Directors)

Proposal :

To Amend“Procedures for Acquisition and Disposal of Asset”

Explanations: 1. To comply with the amended “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” by competent agencies and to fit the practical operational needs of the company, we proposed to amend “Procedures for Acquisition and Disposal of Asset”. The key points of the amendment are as follows:
- 1) Right-of-use asset and other relevant regulations were added to comply with the IFRS 16, which has been effective since 2019. Thus, Article 2.2, 5.1, 5.3, 5.4.2, 5.4.3, 5.4.4, 5.4.5, 5.8.1, 5.8.2 and 5.9.2 were proposed to be amended.
- 2) The scope of financial derivatives and relevant regulations were formulated clearly in accordance with the definition of financial tools in IFRS 9. Thus, Article 4.1, 5.5.1 and 5.5.5 were proposed to be amended.
(2) To Amend “Procedures for Acquisition and Disposal of Asset”
3) Our company established the Audit Committee in accordance with Article 14-4 of Securities Exchange Act, thus we proposedto revise Article 5.12 regarding the procedures set forth in the Regulations which is not applicable to Article 14-5 of the aforementioned act.
4) Terms were unified or words were revised slightly in accordance with guidelines. Thus, Article 4.2, 4.10 and 4.11 were proposed to be amended.
The comparison table for the amendment of “Procedures for Acquisition and Disposal of Asset” is shown in Attachment 3 (please refer to p.42-61 in the Handbook for the Meeting).

Resolution:

Matter to be Discussed

Discussion Proposal III (proposed by Board of Directors)

Proposal: To Release the Prohibition on Directors from Participation in Competitive Business.

Explanations: 1. In accordance with Section 1, Article 209 of the Company Act : “The directors should specify the important content for their actions and obtain the approval from meetings for shareholders for performing actions within the operational scope of the company for the benefit of their own or others”.
Due to operational needs and in compliance with Article 209, we proposed to the Shareholders’Meeting for the approval to release the prohibition on directors from participation in competitive businessfor Huang, Chin-Lung who serve as the director of Continental Development Corporation and the director of Continental Engineering Corporationand Yang, Ying-Chou who serve as the director of GRANITTE INVESTMENTS (UK) LIMITED.

Resolution:

(3) To Release the Prohibition on Directors from Participation in Competitive Business

6. Other Business and Motions

7. Adjournment

Other Business and Motions

Adjournment

Attachment 1

Business Report, Financial Statement and Audit Committee's Audit Report for 2018

(1)	Business Report…………………………………………………………………………………………………………………………9
(2)	Independent Auditors' Report…………………………………………………………………………………………………12
(3)	Consolidated Balance Sheets……………………………………………………………………………………………………17
(4)	Consolidated Statements of Comprehensive Income………………………………………………………………19
(5)	Consolidated Statements of Changes in Equity……………………………………………………………....………20
(6)	Consolidated Statements of Cash Flows……………………………………………………………………………………22
(7)	Independent Auditors' Report………………........……………………………………………………………………………24
(8)	Balance sheet………………………………..........................………………………………………………………………………29
(9)	Statements of Comprehensive Income……………………………………………………………………………………31
(10)	Statements of Changes in Equity………………………………………………………………………………………………32
(11)	Statements of Cash Flows………………...............……………………………………………………………………………34
(12)	Audit Committee's Audit Report………………………………………………………………………………………………36

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

2018 Business Report

In 2018, TSRC faced several significant industry challenges including weak demand for synthetic rubber caused by stagnant China automotive and tire market growth and abundant supply of lowprice natural rubber, aggressive competitive pricing actions, and the negative impact on economy from the trade dispute. On the positive side, the investment in strengthening our specialty business portfolio has paid dividend with increased sales and profit contribution from thermoplastic elastomer (TPE) and advanced shoe materials (ASM). Our ASM business alliance with global brands in launching high performance sport shoes was very successful, and we were able to run full capacity for all ASM production lines. In total, the shipment of synthetic rubber and TPE products was 453 thousand metric tons in 2018, down 6% versus prior year. Consolidated revenue was NTD 29,751 million, down 6% from the previous year. Consolidated gross profit was up 5% to NTD 3,489 million with the margin improved to12%. Consolidated operating profit was NTD 1,302 million, up 8% compared to 2017.

In addition, we were successful in turning around and significantly improving our joint venture investments in India and China with ISRPL (India) running at above 80% utilization rate in 2018 and turning in good profit, and ARLANXEO-TSRC (China) substantially improving its business performance and profitability. This led to growth in our investment income from the two JVs’ strong profit contribution and coupled with good effort in financial management, further boosted TSRC’s overall profit resulting in strong Net Income and EPS (Earnings Per Share) improvement over 2017, thereby offsetting the impact from the difficult challenges from the economy and end use market. As a result, net income was NTD 1,192 million and EPSwas NTD 1.44, representing a 36% increase from the previous year. 2018 net income and EPS has improved and is the highest in the past 5 years.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Technology innovation is a key foundation for TSRC in driving profitable growth in the long term. Over the past few years, we have successfully developed new solutions to support customers as well as engaging customers in new technology and product development. TSRC also focuses on developing new market segments and applications including material for medical devices, lubricant viscosity modifiers, green tires, and specialty films to improve our market position and value share of specialty polymers. The key research projects and progress milestones in 2018 include:

Continued development of SSBR microstructure control technology platform with breakthrough in functional modification, successfully applied in next generation products and received approval from global leading tire makers.
Launched the development of high-cis BR with new catalyst technology for use in plastic modification, tire, and shoe applications.

Technology development in co-polymerization, hydrogenation catalyst, and product finishing to support development of new generation of HSBC products which provide excellent mechanical properties and touch feel with application in films, medical, and automotive segments.
Successful development of medical SEBS with proprietary structural modification and new process technologies for high transparency films and nonwoven fiber for medical applications.
Continuous cooperation with leading global brands to jointly develop ASM with lightweight, rebound, anti-slip, and damping properties which can be applied via one-step injection process. We had already received positive confirmation from the market and customers entering into mass production process.
The Company was granted 6 patents in 2018.

Looking ahead, there is strong consensus on the slowdown of global economic growth in 2019 due to trade conflicts, currency and crude oil price volatility, geopolitical uncertainties, and the weakening of the China economy. It is projected that global investment and manufacturing activities will likely contract in 2019 as a result, especially if the trade tensions between the United States and China were to continue. There are significant uncertainties in global economy warranting a cautious business projection.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

In addition to the macroeconomic uncertainties described above, TSRC is expected to confront various challenging market dynamics such as raw materials cost increases due to trade barriers, continued abundant supply of natural rubber suppressing demand and price of synthetic rubber, price erosion by over supply and aggressive competition, and weak demand due to trade dispute uncertainties. These factors pose significant challenges for TSRC to drive value capture and profitable growth. Nevertheless, we are still pushing hard to target a 4%increase in sales volume in 2019 through ASM growth, new geographic markets, and selective growth opportunities with on-purpose products.

The efforts to grow our specialty chemical business remain on track with the new 20 thousand metric tons per year advanced SEBS line in Nantong, China projected to complete in the end of 2019 and the new 7 thousand metric tons per year production facility in Binh Duong Province, Vietnam, for ASM scheduled to start production in first half of 2020. The new advanced SEBS production line will incorporate the latest manufacturing processes and technologies, focusing on products for medical applications such as fluid bags and tubes. These two expansion projects are critical in strengthening our market position in specialty chemical materials applications and market segments.

TSRC will continue to strengthen our competitive capabilities by enhancing our technology, quality, and customer services to respond to and win in a rapidly changing market condition. We are confident we will emerge from 2019 in a better position to grow the long term enterprise value of TSRC.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Chairman: Nita Ing

Manager: Joseph Chai

Chief Accountant: Ming-Huang Chen

Consolidated Financial Statements Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

We have audited the consolidated financial statements of TSRC Corporation ("the Group"), which comprise the consolidated statements of financial position as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2018 and 2017, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2018 and 2017 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

We conducted our audit in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year end December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue recognition

Please refer to note 4(q), 6(v) and note 6(w) for disclosures related to revenue recognition. Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the Group's finance or operating performance. The Group initially adopted IFRS 15 and the accuracy of the timing and amount of revenue recognized have significant impact on the financial statements, for which the assumptions and judgments of revenue measurement and recognition rely on subjective judgments of the management.Therefore, we consider it as the key audit matter. How the matter was addressed in our audit:

Testing the effectiveness of design and implementing the internal control (both manual and system control) of sales and collecting cycle; reviewing the revenue recognition of significant sales contracts to determine whether the accounting treatment, key judgment, estimation, and accounting treatment are reasonable; analyzing the changes in top 10 customers from the most recent period and last year, and the changes in the price and quantity of each category of product line to determine whether if there are any significant misstatements; selecting sales transactions from a period of time before and after the balance sheet date, and verifying with the vouchers to determine the accuracy of the timing and amounts of revenue recognized; understanding whether if there is a significant subsequent sales return or discount; and reviewing whether the disclosure of revenue made by the management is appropriate.

2. Inventory measurement

Please refer to note 4(h), note 5, and note 6(g) for disclosures related to inventory measurement. Description of key audit matter:

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

The inventory of the Group includes various types of synthetic rubber and its raw material. Since there is an oversupply and a low market demand in the rubber manufacturing industry, which may result in a decline on the price of raw material, the carrying value of inventories may exceed its net realizable value. The measurement of inventory depends on the evaluation of the management based on evidence from internal and external, both subjective and objective. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

The key audit procedures performed is to understand management's accounting policy of inventory measurement and determine whether if it is reasonable and is being implement. The procedures includes reviewing the inventory aging documents and analyzing its changes; obtaining the documents of inventory measurement and evaluating whether if the bases used for net realizable value is reasonable; selecting samples and verifying them with the vouchers to test the accuracy of the amount; and reviewing whether the disclosure of inventory measurement made by the management is appropriate.

Other Matter

TSRC Corporation has additionally prepared its parent Company only financial statements as of and for the years ended December 31, 2018 and 2017, on which we have issued an unqualified opinion.

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

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

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

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

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

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.

The engagement partners on the audit resulting in this independent auditor's report are Po-Shu Huang and Ann-Tien Yu.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

Taipei, Taiwan (Republic of China) March 14, 2019

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2017	December 31, 2017
	Amount	%	Amount	%
$	4,527,752 679 558,944 2,873,893 91,395 21,636 6,449,363 337,496	15 - 2 10 - - 21 1	3,560,440 - 909,467 2,907,588 76,088 38,795 6,040,680 380,569	12 - 3 10 - - 21 1
	14,861,158	49	13,913,627	47
	1,299,806 - 1,067,378 8,768,849 1,596,324 1,851,601 244,319 540,734	4 - 4 29 5 6 1 2	- 1,120,121 1,123,944 8,558,709 1,611,050 1,942,350 292,498 437,042	- 4 4 29 6 7 1 2
	15,369,011	51	15,085,714	53

$ 30,230,169 100 28,999,341 100

Total assets

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2018	December 31, 2018	December 31, 2018
Amount	％	Amount
$ 4,147,772 850,000 - 2,066 1,514,522 - 133,032 1,330,672 194,549	14 3 - - 5 - - 4 1	6,365,254 800,000 349,975 226 1,793,092 35,663 118,045 1,170,557 178,461
8,172,613	27	10,811,273
3,718,325 499,693 29,189 695,682 232,826	12 2 - 2 1	800,000 - 26,999 665,560 252,063
5,175,715	17	1,744,622
13,348,328	44	12,555,895
8,257,099	27	8,257,099
45,158	-	41,043
3,857,922 1,951,564	13 6	3,770,512 1,661,324
5,809,486	19	5,431,836
465,589 801,805 - (68,134)	2 3 - -	512,008 - 623,809 11,721
1,199,260	5	1,147,538
15,311,003	51	14,877,516
1,570,838	5	1,565,930
16,881,841	56	16,443,446
$30,230,169	100	28,999,341

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

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

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

2018	2018	2018	2018	2018		2017
Amount					％	Amount	％
$ 29,751,218 26,262,504					100 88	31,766,237 28,437,358	100 90
		3,488,714			12	3,328,879	10
		959,417 1,081,834 387,948 10,214			3 4 1 -	950,976 1,018,863 375,550 -	3 3 1 -
		2,439,413			8	2,345,389	7
			252,513		-	219,036	1
		1,301,814			4	1,202,526	4
		171,366 28,977 (169,434) 297,720			1 - (1) 1	103,465 179,259 (188,149) (159,966)	- 1 (1) -
			328,629		1	(65,391)	-
		1,630,443 396,773			5 1	1,137,135 287,418	4 1
		1,233,670			4	849,717	3
			(21,854) 177,996 -		- - -	2,427 - -	- - -
			156,142		-	2,427	-
		(12,155) - (150,695) -			- - - -	(550,512) (111,655) 91,145 -	(2) - - -
		(162,850)			-	(571,022)	(2)
				(6,708)	-	(568,595)	(2)
$	1,226,962				4	281,122	1
$	1,192,186 41,484				4 -	874,107 (24,390)	3 -
$	1,233,670				4	849,717	3
$	1,222,054 4,908				4 -	321,811 (40,689)	1 -
$	1,226,962				4	281,122	1
$					1.44		1.06

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Equity attributable to owners of parent

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Common stock	Capital sur- plus	Retained earnings	Retained earnings	Retained earnings
		Legal reserve	Unappropri- ated retained earnings	Total
$ 8,257,099 - - - -	849 - - 40,194 - -	3,671,676 98,836 - - - -	1,709,336 (98,836) (825,710) - 874,107 2,427	5,381,012 - (825,710) - 874,107 2,427
-	-	-	876,534	876,534
-	-	-	-	-
8,257,099 -	41,043 -	3,770,512 -	1,661,324 29,848	5,431,836 29,848
8,257,099	41,043	3,770,512	1,691,172	5,461,684
- - - - -	- - 4,115 - -	87,410 - - - -	(87,410) (792,682) - 1,192,186 (21,854)	- (792,682) - 1,192,186 (21,854)
-	-	-	1,170,332	1,170,332
-	-	-	(29,848)	(29,848)
$ 8,257,099	45,158	3,857,922	1,951,564	5,809,486

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

	Equity attributable to owners ofparent	Equity attributable to owners ofparent	Equity attributable to owners ofparent		Total equity attributable to owners of par- ent	Non con- trolling inter- ests	Non con- trolling inter- ests
	Total	other equity interest
Financial state- ments transla- tion differences for foreign operations	Unrealized gains (losses) on financial as- sets measured at fair value through other comprehensive income	Unrealized gains (losses) on available- for-sale finan- cial assets	Gains (losses) on effective portion of cash flow hedges	Total
990,359 - - - - (478,351)	- - - - - -	735,464 - - - - (111,655)	(23,562) - - - - 35,283	1,702,261 - - - - (554,723)	15,341,221 - (825,710) 40,194 874,107 (552,296)	1,710,604 - (36,664) - (24,390) (16,299)
(478,351)	-	(111,655)	35,283	(554,723)	321,811		(40,689)
-	-	-	-	-	-		(67,321)
512,008 -	- 593,961	623,809 (623,809)	11,721 -	1,147,538 (29,848)	14,877,516 -	1,565,930 -
512,008	593,961	-	11,721	1,117,690	14,877,516	1,565,930

- - - - (46,419)	- - - - 177,996	- - - - -	- - - - (79,855)	- - - - 51,722	- (792,682) 4,115 1,192,186 29,868	- - - 41,484 (36,576)	- (792,682) 4,115 1,233,670 (6,708)
(46,419)	177,996	-	(79,855)	51,722	1,222,054	4,908	1,226,962
-	29,848	-	-	29,848	-	-	-
465,589	801,805	-	(68,134)	1,199,260	15,311,003	1,570,838	16,881,841

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Cash flows from operating activities: Consolidated net income before tax Adjustments: Adjustments to reconcile profit and loss: Depreciation Amortization Expected credit losses for bad debt expense Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for under equity method Loss on disposal of property, plan and equipment Gains on disposal of investments Amortization of long-term prepaid rent Gains from bargain purchase Total adjustments to reconcile profit and loss Changes in operating assets and liabilities: Net changes in operating assets: Financial assets at fair value through profit or loss Notes receivable Accounts receivable Other receivable Inventories Other current assets Total changes in operating assets, net Net changes in operating liabilities: Financial liabilities at fair value through profit or loss Accounts payable Accounts payable －related parties Other payable Other current liabilities Net defined benefit liability Other operating liabilities Total changes in operating liabilities, net Total changes in operating assets and liabilities, net Total adjustments	2018	2017
	$ 1,630,443 874,575 152,640 10,214 169,434 (78,175) (81,371) (297,720) 23,824 - 9,768 (11,820)	1,137,135 868,770 149,004 - 188,149 (51,122) (52,343) 159,966 8,997 (154,458) 9,960 -
	771,369	1,126,923
	(679) 350,523 23,481 (6,304) (408,683) 43,073	- (251,508) 378,265 54,605 (660,772) 224,593
	1,411	(254,817)
	1,840 (278,570) (35,663) 176,107 16,088 (56,752) 22,245	226 13,936 33,128 (116,087) (20,553) 2,761 4,013
	(154,705)	(82,576)
	(153,294)	(337,393)
	618,075	789,530

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Cash provided by operating activities Interest income received Interest paid Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in other non-current assets Dividends received Other investing activities (Proceeds from capital repayments of investments accounted for under equity method/Loss control of subsidiaries) Net cash used in investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term commercial paper payable Decrease in short-term commercial paper payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in other long-term borrowings Decrease in finance lease liabilities Cash dividends paid Overaging unclaimed dividends Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018
	$ 2,248,518 69,172 (158,376) (286,326)
	1,872,988
	- (42,184) (1,237,645) 727 (89,986) 131,845 245,391
	(991,852)
	36,511,929 (39,037,284) 1,119,523 (1,470,000) 3,753,662 (800,000) 494,940 (6,584) (791,238) 4,115
	(220,937)
	307,113
	967,312 3,560,440
	$ 4,527,752

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Parent Company Only Financial Statements Independent Auditors' Report To the Board of Directors of TSRC Corporation:

Opinion

We have audited the financial statements of TSRC Corporation, which comprise the statements of financial position as of December 31, 2018 and 2017, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the years ended December 31, 2018 and 2017, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the TSRC Corporation as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years ended December 31, 2018 and 2017 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

We conducted our audit in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the TSRC Corporation in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year end December 31, 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition
Please refer to note 4(q), note 6(t) and 6(u) for disclosures related to revenue recognition. Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the TSRC Corporation's finance or operating performance. TSRC Corporation initially adopted IFRS 15 and the accuracy of the timing and amount of revenue recognized have significant impact on the financial statements, for which the assumptions and judgments of revenue measurement and recognition rely on subjective judgments of the management. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

Testing the effectiveness of design and implementing the internal control (both manual and system control) of sales and collecting cycle; reviewing the revenue recognition of significant sales contracts to determine whether the accounting treatment key judgment, estimation, and accounting treatment are reasonable; analyzing the changes in top 10 customers from the most recent period and last year, and the changes in the price and quantity of each category of product line to determine whether if there are any significant misstatements; selecting sales transactions from a period of time before and after the balance sheet date, and verifying with the vouchers to determine the accuracy of the timing and amounts of revenue recognized; understanding whether if there is a significant subsequent sales return or discount; and reviewing whether the disclosure of revenue made by the management is appropriate.

Inventory measurement

Please refer to note 4(g), note 5, and note 6(g) for disclosures related to inventory measurement. Description of key audit matter:

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

The inventory of TSRC Corporation includes various types of synthetic rubber and its raw material. Since there is an oversupply and a low market demand in the rubber manufacturing industry, which may result in a decline on the price of raw material, the carrying value of inventories may exceed its net realizable value. The measurement of inventory depends on the evaluation of the management based on evidence from internal and external, both subjective and objective. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 TSRC Corporation'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 TSRC Corporation or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the TSRC Corporation's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the TSRC Corporation's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the TSRC Corporation's 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 TSRC Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the TSRC Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

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.

The engagement partners on the audit resulting in this independent auditor's report are Po-Shu Huang and Ann-Tien Yu.

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

Taipei, Taiwan (Republic of China)

March 14, 2019

TSRC CORPORATION

Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2018	December 31, 2018	December 31, 2017	December 31, 2017
Amount	%	Amount	%
$ 338,449 2,041 1,062,295 58,782 134,365 74 2,469,128 134,929	1 - 4 - 1 - 10 1 17 5 - 59 12 7 - - - 83	231,989 348 1,030,480 39,864 140,819 114 2,171,015 94,933	1 - 5 - 1 - 10 - 17 - 4 60 12 7 - - - 83
4,200,063		3,709,562
1,095,695 - 14,442,549 2,789,755 1,596,324 65,778 71,154 42,515		- 936,362 13,457,697 2,760,238 1,611,050 86,312 85,326 13,966
20,103,770		18,950,951

$ 24,303,833 100 22,660,513 100

Total assets

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2018	December 31, 2018
Amount				％	Amount
$		2,354,568 850,000 - - 914,222 614,005 - 57,572		10 3 - - 4 3 - -	3,809,306 800,000 349,975 226 719,356 584,292 5,797 35,438
		4,790,367		20	6,304,390
		2,950,000 499,693 29,189 538,403 185,178		12 2 - 2 1	800,000 - 26,999 425,853 225,755
		4,202,463		17	1,478,607
		8,992,830		37	7,782,997
		8,257,099		34	8,257,099
			45,158	-	41,043
		3,857,922 1,951,564		16 8	3,770,512 1,661,324
		5,809,486		24	5,431,836
		465,589 801,805 - (68,134)		2 3 - -	512,008 - 623,809 11,721
		1,199,260		5	1,147,538
	15,311,003			63	14,877,516
$	24,303,833			100	22,660,513

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

TSRC CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

2018	2018		2017
Amount		％	Amount	％
$ 10,834,520 9,718,836		100 90	11,254,655 10,359,649	100 92
	1,115,684 7,794	10 -	895,006 (1,992)	8 -
	1,107,890	10	896,998	8
	353,113 490,195 250,918 1,624	3 5 2 -	355,972 454,706 239,232 -	3 4 2 -
	1,095,850	10	1,049,910	9
	238,926	2	259,119	2
	250,966	2	106,207	1
	73,955 11,051 (81,035) 1,073,192	1 - (1) 10	57,380 170,939 (71,568) 633,589	- 2 (1) 6
	1,077,163	10	790,340	7
	1,328,129 135,943	12 1	896,547 22,440	8 -
	1,192,186	11	874,107	8
	(21,854) 159,333 18,663 -	- 1 - -	2,427 - - -	- - - -
	156,142	1	2,427	-
	(46,419) - (79,855) -	- - (1) -	(478,351) (80,331) 3,959 -	(4) (1) - -
	(126,274)	(1)	(554,723)	(5)
	29,868	-	(552,296)	(5)
$	1,222,054	11	321,811	3
$		1.44		1.06

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

TSRC CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Retained earnings

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Common stock	Capital sur- plus	Legal reserve	Unappropri- ated retained earnings	Total
$ 8,257,099 - - - - -	849 - - 40,194 - -	3,671,676 98,836 - - - -	1,709,336 (98,836) (825,710) - 874,107 2,427	5,381,012 - (825,710) - 874,107 2,427
-	-	-	876,534	876,534
8,257,099 -	41,043 -	3,770,512 -	1,661,324 29,848	5,431,836 29,848
8,257,099	41,043	3,770,512	1,691,172	5,461,684
- - - - -	- - 4,115 - -	87,410 - - - -	(87,410) (792,682) - 1,192,186 (21,854)	- (792,682) - 1,192,186 (21,854)
-	-	-	1,170,332	1,170,332
-	-	-	(29,848)	(29,848)
$8,257,099	45,158	3,857,922	1,951,564	5,809,486

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

	Total other equity interest	Total other equity interest	Total other equity interest
Financial state- ments translation differences for foreign operations	Unrealized gains (losses) on financial assets measured at fair value through other comprehen- sive income	Unrealized gains (losses) on avail- able-for-sale finan- cial assets	Gains (losses) on effective portion of cash flow hedges	Total
990,359 - - - - (478,351)	- - - - - -	735,464 - - - - (111,655)	(23,562) - - - - 35,283	1,702,261 - - - - (554,723)
(478,351)	-	(111,655)	35,283	(554,723)
512,008 -	- 593,961	623,809 (623,809)	11,721 -	1,147,538 (29,848)
512,008	593,961	-	11,721	1,117,690
- - - - (46,419)	- - - - 177,996	- - - - -	- - - - (79,855)	- - - - 51,722
(46,419)	177,996	-	(79,855)	51,722
-	29,848	-	-	29,848
465,589	801,805	-	(68,134)	1,199,260

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

TSRC CORPORATION

Statements of Cash Flows

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

2018	2018	2017
$ 1,328,129 274,913 27,123 1,624 81,035 (7,485) (66,470) (1,073,192) 1,088 - 7,794 8,014		896,547 272,809 21,973 - 71,568 (5,601) (51,779) (633,589) 373 (154,458) (1,992) (6,140)
	(745,556)	(486,836)
	(1,693) (33,439) (18,918) 3,008 (298,113) (39,996)	957 284,481 16,341 185 (150,050) (10,381)
	(389,151)	141,533
	(226) 194,866 50,923 22,134 (56,752) 905	226 (401,929) 29,085 (7,741) 2,761 (84)
	211,850	(377,682)
	(177,301)	(236,149)
	(922,857)	(722,985)

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

2018	2018	2018	2018
$		405,272 10,931 (75,195) (14,978)
		326,030
-	(278,280) (320,621) (28,548) 66,470 245,391
	(315,588)
27,822,749 (29,277,487) 1,119,523 (1,470,000) 3,000,000 (800,000) 494,940 (6,584) (791,238) 4,115
			96,018
		106,460 231,989
$		338,449

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Audit Committee's Audit Report

The Board of Directors has prepared and submitted the Company's 2018 Business Report, Financial Statements and earnings distribution proposal. The above Financial Statements have been audited by KPMG and an audit report is accordingly issued .

The above Business Report, Financial Statements, and earnings distribution proposal have been examined and deemed as fairly presented by Audit Committee. This Audit Report is duly submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Submission for perusal.

To:

The 2019 Annual Shareholders' Meeting

2. Comparison table of Amendment of "Articles of Incorporation"

TSRC Corporation

The convener of Audit Committee Robert Hung

Date: March 14, 2019

Attachment 2

Com arison Table for Amendment of “Article of Incor oration” p p

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Amended Articles Current Articles Explanations
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2. Comparison table of Amendment of "Articles of Incorporation"

Amended Articles	Current Articles	Explanations

Article 1 Our company isnamed as TSRC Corpo- ration and organized in accordance with the regulations set forth in The Compa- ny Act.	Article 1 Our company iscalled TSRC Corpora- tion and organized in accordance with the regulations set forth in The Compa- ny Act.	Revision of words
Article 10 Stock transfer and register actions shall be stopped within 60 days before an- nual shareholders' meetings and within 30 days before temporary shareholders' meetings as well as within 5 days before the record dates for distribution of divi- dend or other interests.	Article 10 Stock transfer and register actions shall be stopped within 60 days beforeevery annual shareholders'meeting and with- in 30 days before temporary sharehold- ers' meetings as well as within 5 days before the record dates for distribution of dividend or other interests.	Revision of words
Article 13 The chairman of the annual sharehold- ers' meeting isserved bythe chairman of the board. When the shareholders' meeting is convened by other convener other than the Board of Directors, the chair- man of the shareholders' meeting is served by that convener. In case of two conveners, one shall be selected among them to serve as the chairman.	Article 13 The chairman of the annual share- holders' meeting is the chairman of the board.If the chairman is absent or cannot perform his/her duties due to some reasons, the vice chairman shall act on his/her behalf; if the vice chairman is absent or cannot perform his/her duties due to some reasons, the chairman shall assigned a person to act on his/her behalf; in case of the chairman did not assign a proxy, then the directors shall select one director as the proxy among themselves.	S e r v i n g a s t h e chairman of the s h a r e h o l d e r s ' meeting is only one of the legal d u t i e s f o r t h e chairman of the board. For simplic- ity, all regulations involving the ab- sence of the chair- man or incapable of performing his/ her duties due to some reasons shall be moved to Arti- cle 18 of Article of Incorporation. The rest of the revisions are only word revi- sions.

2. Comparison table of Amendment of "Articles of Incorporation"

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Current Articles Explanations Article 16-1 Revision of words The Board of Directors establishes 3 independent directors in the particular number of directors set forth in the previous Article since the 15th Board. Independent directors and the non-independent directors shall be elected at the same time but calculate the particular elected numbers separately. Professional qualifications, shareholding and concurrency limitations, recognition of independency, nomination and election method, duties performed and other compliance matters regarding the independent directors shall be handled in accordance with Securities and Exchange Act and relevant regulations.

Amended Articles	Current Articles	Explanations

Article 16-1 The Board of Directors establishes 3 independent directors in the particular number of directors set forth in the previous Article. Independent directors and the non-in- dependent directors shall be elected at the same time but calculate the par- ticular elected numbers separately. Professional qualifications, share- holding and concurrency limitations, recognition of independency, nomina- tion and election method, duties per- formed and other compliance matters regarding the independent directors shall be handled in accordance with Securities and Exchange Act and rele- vant regulations.	Article 16-1 The Board of Directors establishes 3 independent directors in the particular number of directors set forth in the previous Articlesince the 15 thBoard. Independent directors and the non-in- dependent directors shall be elected at the same time but calculate the par- ticular elected numbers separately. Professional qualifications, share- holding and concurrency limitations, recognition of independency, nomina- tion and election method, duties per- formed and other compliance matters regarding the independent directors shall be handled in accordance with Securities and Exchange Act and rele- vant regulations.	Revision of words
Article 18 Directors shall select one director among themselves as the chairman of the board who will represent the com- pany externally.In addition, directors shall also select one director among themselves as the vice chairman of the board. If the chairman is absent or cannot perform his/her duties due to some reasons, the vice chairman shall act on his/her behalf; if there are no vice chairman or the vice chairman is ab- sent or cannot perform his/her duties due to some reasons, the chairman shall assign a person to act on his/her behalf; in case of the chairman did not assign a proxy, then the directors shall select one director as the proxy among themselves.	Article 18 Directors shall select one director among themselves as the chairman of the board who will represent the com- pany externally. Directors can select one director among themselves as the vice chair- man of the board.If the chairman is absent or cannot perform his/her duties due to some reasons, the vice chairman shall act on his/her behalf.	1. Organize and combine Para- graph 1 and 2 of this Article. 2. All regulations involving the absence of the c h a i r m a n o r i n c a p a b l e of performing his/ her duties due to some reasons are moved to this Article.

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2. Comparison table of Amendment of "Articles of Incorporation"

Amended Articles	Current Articles	Explanations

Article 19 The Board of Directors decides the business strategies of the company and other important matters. Other than the matters regarding The Com- pany Act or Article of Incorporation, which shall be resolved with reso- lutions in shareholders' meeting, all matters shall be resolved with resolu- tions in the board meeting. Board meetings are convened by the chairman, who shall also serve as the chairman of the meeting. If a director cannot be present at the board meeting due to some reasons, then he/she can entrust one of the other directors to act on his/her be- half. The proxy mentioned in previous paragraph is limited to one entrusted person. The notice for convening board meet- ings can be send in written form, fax or email.	Article 19 The Board of Directors decides the business strategies of the company and other important matters. Other than the matters regarding The Com- pany Act or Article of Incorporation, which shall be resolved with reso- lutions in shareholders' meeting, all matters shall be resolved with resolu- tions in the board meeting. Board meetings are convened by the chairman, who shall also serve as the chairman of the meeting.If the chairman is absent, the vice chairman shall act on his/her behalf; if the vice chairman is also absent, the chairman shall assigned a person to act on his/ her behalf; in case of the chairman did not assign a proxy, then the directors shall select one director as the proxy among themselves. If a director cannot be present at the board meeting due to some reasons, then he/she can entrust one of the other directors to act on his/her be- half. The proxy mentioned in previous paragraph is limited to one entrusted person. The notice for convening board meet- ings can be send in written form, fax or email.	1.All regulations involving the absence of the c h a i r m a n o r i n c a p a b l e of performing his/ her duties due to some reasons shall be moved to Ar ticle 18. Hence, words related to this are omitted. 2. Amend Para- graph 1 of this Article. For sim- plicity, adjust t h e c o n t e n t structure and statement order and add inde- pendent items for description.
Article 20 Unless otherwise specified, resolution of the Board shall be carried out under the agreement of more than half of the present directorswith more than half of the directorsbeing present in the meeting.	Article 20 Unless otherwise specified, resolution of the Board shall be carried out under the agreement of more than half of the present directorsandthe present directors shall not be less than the half of the Board.	It is amended in accordance with Article 206 of Com- pany Act.
Article 24 [omitted]	Article 24 The company can establish several consultants, which will be appointed by the chairman, for business de- mands.	The review proce- dure of appointing consultants shall be in accordance with the regulations on internal operations a n d h e n c e h a s been omitted here.

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2. Comparison table of Amendment of "Articles of Incorporation"

Amended Articles	Current Articles	Explanations

Article 25 The company establishes several man- agers. Their appointment and dismiss- al shall be handled in accordance with Article 29 of The Company Act. The managers mentioned in the previ- ous paragraphare entitled to sign on behalf of the company in accordance with the authorized scope in the rele- vant regulations.	Article 25 The company establishes several man- agers. Their appointment and dismiss- al shall be handled in accordance with Article 29 of The Company Act. The managers mentioned in the previ- ous paragraphare required to obtain authorization documents from the company in written form in order to sign on behalf of the company.	The scope where managers can sign on behalf of the company is clearly stated in accor- dance with Para- graph 2 of Article 31.
Article 27 In accordance with instruction of the President and resolution of the Board, the Manager shall handle affairs of the Company within the scope of his or her own duties.	Article 27 In accordance with instruction of the President and resolution of the Board, the Manager shall handledailyaffairs of the Company within the scope of his or her own duties.	Wording Amended
Article 32 When the legal earned surplus has reachedpaid-in capital，then alloca- tion shall be stopped with the resolu- tion in the shareholders' meeting.	Article 32 When the legal earned surplus has reachedthe total capital, then alloca- tion shall be stopped with the resolu- tion in the shareholders' meeting.	Revise the words in accordance with Article 237 of The Company Act.
Article 33 [omitted]	Article 33 The organization procedure and rules shall be set forth additionally.	Th internal regula- tion of the compa- ny shall be set forth with regulations based on business demands and giv- en title of the reg- ulation according to its properties. Hence, the regula- tions regarding this are omitted here to match the actual situations.

2. Comparison table of Amendment of "Articles of Incorporation"

Amended Articles Current Articles Explanations Article 35. Article 35. Add the revision These Articles of incorporation These Articles of incorporation date. were concluded on July 27, 1973. were concluded on July 27, 1973. 1st amendments thereof was made 1st amendments thereof was made on June 25, 1974, 2nd amendments on June 25, 1974, 2nd amendments thereof on April 23, 1975, 3rd amendthereof on April 23, 1975, 3rd amendments on February 17, 1976, 4th ments on February 17, 1976, 4th amendments thereof on June 30, 1976, amendments thereof on June 30, 1976, 5th amendments thereof on April 26, 5th amendments thereof on April 26, 1977, 6th amendments thereof on 1977, 6th amendments thereof on June 20, 1979, 7th amendments thereJune 20, 1979, 7th amendments thereof on May 23, 1980, 8th mendments of on May 23, 1980, 8th mendments thereof on May 11, 1981, 9th amendthereof on May 11, 1981, 9th amendments thereof on November 25, 1981, ments thereof on November 25, 1981, 10th amendments thereof on May 10th amendments thereof on May 24, 1983, 11th amendments thereof 24, 1983, 11th amendments thereof on May 23, 1984, 12th amendments on May 23, 1984, 12th amendments thereof on April 26, 1985, 13th amendthereof on April 26, 1985, 13th amendments thereof on April 29, 1986, ments thereof on April 29, 1986, 14th amendments thereof on April 14th amendments thereof on April 29, 1987, 15th amendments thereof 29, 1987, 15th amendments thereof on May 10, 1988, 16th amendments on May 10, 1988, 16th amendments thereof on May 12, 1989, 17th amendthereof on May 12, 1989, 17th amendments thereof on April 12, 1990, ments thereof on April 12, 1990, 18th amendments thereof on April 18th amendments thereof on April 24, 1991, 19th amendments thereof 24, 1991, 19th amendments thereof on May 14, 1992, 20th amendments on May 14, 1992, 20th amendments thereof on May 20, 1993, 21st amendthereof on May 20, 1993, 21st amendments thereof on June 27, 1995, 22nd ments thereof on June 27, 1995, 22nd amendments thereof on June 16, 1996, amendments thereof on June 16, 1996, 23rd amendments thereof on May 23rd amendments thereof on May 24, 1997, 24th amendments thereof 24, 1997, 24th amendments thereof on May 26, 1998, 25th amendments on May 26, 1998, 25th amendments on May 29, 1999, 26th amendments on May 29, 1999, 26th amendments thereof on May 27, 1990, 27th amendthereof on May 27, 1990, 27th amendments thereof on June 20, 2002, ments thereof on June 20, 2002, 28th amendments thereof on May 28th amendments thereof on May 30, 2003, 29th amendments thereof 30, 2003, 29th amendments thereof on May 31, 2005, 30th amendments on May 31, 2005, 30th amendments thereof on June 13, 2008, 31st amendthereof on June 13, 2008, 31st amendments thereof on June 10, 2011, 32nd ments thereof on June 10, 2011, 32nd amendments thereof on June 6, 2012 amendments thereof on June 6, 2012 and 33rd amendments thereof on June and 33rd amendments thereof on June 11, 2014. 34th amendments thereof 11, 2014. 34th amendments thereof on June 10, 2015, 35th amendments on June 10, 2015, 35th amendments thereof on June 24, 2016, 36th amendthereof on June 24, 2016, 36th amend-

Attachment 3

Comparison Table for Amendment of “Procedures for Acquisition and Dis osal of Asset” p

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Amended Articles Current Articles Explanations
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3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles	Current Articles	Explanations

2. Scope 2.2 The applicable scope referred in the procedure is as follows: 2.2.2 Real estate (including the land, houses and buildings and real state for investment) and equip- ment 2.2.3 Membership card 2.2.4 Intangible assets such as patents, copyrights, trademarks, permis- sions, etc. 2.2.5 Right-of-use asset 2.2.6Law of obligations of the financial institute (including receivables, bills purchased & discounted, loans and overdues) 2.2.7Financial derivatives 2.2.8Assets acquired or disposed by merger, demerger, acquisition or stock transfer in accordance with the law 2.2.9Other important assets	2. Scope 2.2 The applicable scope referred in the procedure is as follows: 2.2.2 Real estate (including lands, houses and buildings, invest- ment property,land use rights) and equipment. 2.2.3 Membership card 2.2.4 Intangible assets such as patents, copyrights, trademarks, permis- sions, etc. 2.2.5Law of obligations of the financial institute (including receivables, bills purchased & discounted, loans and overdues) 2.2.6Financial derivatives 2.2.7Assets acquired or disposed by merger, demerger, acquisition or stock transfer in accordance with the law 2.2.8Other important assets	•The procedure is set forth in a c c o r d a n c e with “Regula- tions Governing the Acquisition and Disposal of Assets by Public Companies” is- sued by Securi- ties and Futures Bureau, Finan- cial Supervisory C o m m i s s i o n and will be ab- breviated as the “procedure” hereunder. •Revise the pro- cedure in ac- cordance with the regulations s e t f o r t h b y the competent agencies. •The order of the current Articles 2.2.5~2.2.8 is c h a n g e d a c - cordingly.
4. Definition 4.1 Financial derivatives: refer to for- ward agreement, options con- tract, futures contract, leverage contract, exchange contract, the combination of the abovecon- tracts or combined contracts or structured note of the embed- ded financial derivatives, etc. such that its value is derived from particular interest, price of the financial tools, price of products, exchange rate, indexof price or rate, credit rating or credit index or othervariables.The referred forward agreement does not include insurance agreement, performance contract, after-sales service agreement, long-term rent agreement and long-term procurement (sales)agreement.	4. Definition 4.1 Financial derivatives: refer to forward agreement, options con- tract, futures contract, leverage contract, exchange contractand composite contract formed by the combination ofthe products below, etc. such that its value is derived fromproducts such as assets, interest,exchange rate, index or otherinterests.The re- ferred forward agreement does not include insurance agreement, performance contract, after-sales service agreement, long-term rent agreement and long-term procurement (sales)contract.	•Revise the pro- cedure in ac- cordance with the regulations s e t f o r t h b y the competent agencies.

Amended Articles Current Articles Explanations
4.2 Assets acquired or disposed by 4.2 Assets acquired or disposed by • Revise the promerger, demerger, acquisition merger, demerger, acquisition cedure in acor stock transfer in accordance or stock transfer in accordance cordance with with the law: refer to the assets with the law: refer to the assets the regulations acquired or disposed by merger, acquired or disposed by merger, s e t f o r t h b y demerger or acquisition in accordemerger or acquisition in accorthe competent dance with Enterprises Mergers dance with Enterprises Mergers agencies. and Acquisitions Act, Financial and Acquisitions Act, Financial Holding Company Act, Financial Holding Company Act, Financial Institutions Merger Law or othInstitutions Merger Law or other er laws; or new stocks issued in laws; or new stocks issued in acaccordance with Article 156-3 of cordance with Paragraph 8 of ArThe Company Act for the stock ticle 156 of The Company Act for transferred from other company the stock transferred from other (abbreviated as stock transfer company (abbreviated as stock hereunder). transfer hereunder).
4.10 Total assets: refers to the total 4.10 Total assets: recognized by the • Re v i s e s o m e capital in the recent individual or total capital in the recent individwo rd s i n t h e separate financial statements. ual or separate financial stateprocedure. ments.
4.11 The company stock without de4.11 The company stock without de• Revise the pronomination or the stock that is nomination or the stock that is cedure in acnot NTD 10 shall be referred to not NTD 10 shall be referred to cordance with this procedure. Regarding the this procedure. Regarding the the regulations transaction amount as in 20% transaction amount as in 20% s e t f o r t h b y of the paid-in capital, it shall be of the paid-in capital, it shall be the competent calculated by 20% of the equicalculated by 20% of the equities agencies. ties belonged to the owner of belonged to the owner of the the parent company; regarding parent company. the transaction amount reaching -
NTD 10 billion, it shall be calcu lated by NTD 20 billion of the equities belonged to the owner of the parent company.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles Current Articles Explanations
1. Operation Procedure 5. Operation Procedure 5.1 Acquisition or disposal of real 5.1 Acquisition or disposal of real es• Revise the proestate, equipment or its right-oftate or equipment cedure in acuse assets cordance with
5.1.1 Execution unit: the department 5.1.1 Execution unit: the execution unit the regulations and relevant responsible unit that acquired or disposed real s e t f o r t h b y that applied. estate of equipment is the dethe competent partment and relevant responsiagencies. ble unit that applied
5.1.2 Assessment and operation pro5.1.2 Assessment and operation procedure: shall be assessed and cedure: the acquisition or disposexecuted by the execution unit. al of the real estate or equipment shall be assessed and executed by the execution unit
5.1.3 Determination method and ref5.1.3 Determination method and ref• Revise the proerence basis for transaction crierence basis for transaction cricedure in acteria: you shall perform benefit teria: you shall perform benefit cordance with analysis, reference the current analysis, reference the current the regulations announced value and assess announced value and assess s e t f o r t h b y the current value and close-by the current value and close-by the competent actual transaction price of the actual transaction price of the agencies. Also, real estate, etc. in order to dereal estate, etc. in order to desome words are termine the price of the assets. termine the price of the assets. slightly revised. Other than the transactions with Other than the transactions with domestic government agencies, government agencies, the land the land acquired under an aracquired under an arrangement rangement on engaging others on engaging others to build on to build on the company's own the company's own land or enland or engaging others to build gaging others to build on rented on rented land or acquisition or land or acquisition or disposal of disposal of the equipment or its the equipment, if the transaction use-of-rights assets for business price has reached 20% of the use, if the transaction price has actual capital of the company or reached 20% of the actual capexceeds NTD300 million, then ital of the company or exceeds valuation report shall be providNTD300 million, then valuation ed by professionals of valuation report shall be provided by probefore the fact occurred and also fessionals of valuation before the the following regulations shall be fact occurred and also the folcomplied: lowing regulations shall be complied: (I) If limited price, particular (I) If limited price, particular price or special price are reprice or special price are required as the reference basis quired as the reference basis for the transaction price due for the transaction price due to special reasons, then the to special reasons, then the transaction shall be proposed transaction shall be proposed to the board first and passed to the board first and passed by resolution during the by resolution during the board meeting; in case of the board meeting. In case of the transaction criteria changed transaction criteria changed afterwards, then similar shall in the future, then it shall be be applied. handled based on the procedure above.

Amended Articles Current Articles Explanations
5.3 Gain or dispose intangible assets 5.3 Gain or dispose membership • Revise the proor its right-of-use assets or memcard of intangible assets cedure in acbership card 5.3.1 Execution unit: the department cordance with
5.3.1 Execution unit: the department and relevant responsible unit the regulations and relevant responsible unit that applied s e t f o r t h b y that applied. the competent
5.3.2 Assessment and operation pro5.3.2 Assessment and operation proagencies. cedure: shall be assessed and cedure: the acquisition or dispos-
executed by the execution unit. al of the membership card or in tangible assets shall be assessed and executed by the execution unit.
5.3.3 Determination method and refer5.3.3 Determination method and reference basis for transaction criteria: ence basis for transaction criteria:

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

(I) When acquiring or disposing (I) When acquiring or disposing membership card, the benemembership card, the benefits aroused shall be considfits aroused shall be considered and negotiation shall be ered and negotiation shall be made by referencing the remade by referencing the recent deal; when acquiring or cent deal; when acquiring or disposing intangible assets, disposing intangible assets, such as patents, copyrights, such as patents, copyrights, trademarks, permissions, etc., trademarks, permissions, etc., or its right-of-use, negotianegotiation shall be made by tion shall be made by referreferencing international or encing international or marmarket convention, lifetime ket convention, lifetime and and the effect on the compathe effect on the company's ny's technologies and busitechnologies and business. ness.
(II) W h e n t h e t r a n s a c t i o n (II) W h e n t h e t r a n s a c t i o n amount reached 20% of the amount reached 20% of the paid-in capital or exceeded paid-in capital or exceeded NTD 300 million, you shall NTD 300 million, you shall ask the accountant to give ask the accountant to give comment on the rationality comment on the rationality of the transaction price beof the transaction price before the fact occurrence date fore the fact occurrence date other than the transactions other than the transactions with domestic government with government agencies. agencies. The accountant The accountant shall hanshall handle it in accordance dle it in accordance with the with the 20th Statements on 20th Statements on Auditing Auditing Standards (SASs) isStandards (SASs) issued by sued by accounting research accounting research and deand development foundavelopment foundation. tion.

Amended Articles

5.4 Transaction with related party

Current Articles

5.4 Transaction with a related party

Explanations

5.4.2 Assessment on the rationality 5.4.2 Assessment on the rationality of • Revise the proof the transaction cost: When the transaction cost: When accedure in acacquiring real estate or its rightquiring real estate from a related cordance with of-use assets from related party, party, you shall assess the ratiothe regulations you shall assess the rationality of nality of the transaction cost acset forth by the transaction cost according cording the following methods the competent the following methods and also and also ask the accountant to agencies. ask the accountant to review review and give practical comand give practical comments: ments:
- (I) Necessar y fund interest (I) Necessar y fund interest and the cost that the buyer and the cost that the buyer should take on by law are should take on by law are added to the transaction added to the transaction price of the related party. price of the related party. The necessary fund interest The necessary fund interest referred here is based on referred here is based on weighted average interest weighted average interest for the loan during the year for the loan during the year of acquiring the assets, proof acquiring the assets, provided that it is not higher vided that it is not higher than the maximum loan rate than the maximum loan rate for non-financial sector anfor non-financial sector announced by the Ministry of nounced by the Ministry of Finance. Finance.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

(II) If the related party has used (II) If the related party has used such target to set up mortsuch target to set up mortgage loan with the financial gage loan with the financial institute, then the financial institute, then the financial institute should assess the institute should assess the total value for the loan of total value for the loan of such target; provided, the such target; provided, the actual accumulated loan of actual accumulated loan of such target reached over such target reached over 70% of the total value as70% of the total value assessed by financial institute sessed by financial institute and the loan term is due and the loan term is due over a year. If the financial over a year. If the financial institute and the transaction institute and the transaction party are related parties, party are related parties, then this subparagraph is then this subparagraph is not applicable. not applicable.
(III) When purchasing or renting (III) When purchasing combinacombination of lands and tion of lands and houses of houses of the same targets, the same targets, you can you can use either methods use either methods listed listed previously in (I) and(II) previously in (I) and (II) to asto assess the transaction sess the transaction cost of cost of the lands and houses. the lands and houses.

Amended Articles

Current Articles Explanations

When acquiring real estate or its right of-use assets from a related party, if the following situations occur, then the regulations in previous paragraph are not applicable and you shall handle it according to 5.4.4:

When acquiring real estate from a related party, if the following situations occur, then the regulations in previous paragraph are not applicable and you shall handle it according to 5.4.4:

(I) The related party acquired the real (I) The related party acquired the real estate or its right-of-use assets estate from inheritance or grant from inheritance or grant.
(II) The related party acquired the real (II) The related party acquired the real estate or its right-of-use assets estate from an agreement, which is from an agreement, which is disdistanced with the transaction date tanced with the transaction date for over five years. for over five years.
(III) Joint construction contract is (III) Joint construction contract is signed with a related party; or acsigned with a related party; or acquire the real estate under an arquire the real estate under an arrangement on engaging others to rangement on engaging others to build on the company's own land, build on the company's own land, engaging others to build on rented engaging others to build on rented land. land.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

(IV)The real estate or its right-of-use • Revise the proassets are acquired for business cedure in acuse from among the company and cordance with its subsidiaries or the subsidiaries, the regulations - which the company holds 100% is set forth by sued stocks or total capital directly the competent or indirectly. agencies. Exempt the needs to acquire assessment procedure and the comments from the accountants to review for the acquisition of the real estate and its useof-right assets used in business between the company and its subsidiaries, or between the company and the subsidiaries holding 100% directly or indirectly.

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3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles	Current Articles	Explanations

5.4.3 The matters shall be handled when the assessed transaction cost is lower than the transac- tion price: (I) If the assessment results in accordance with the regu- lations in 5.4.2 is lower than the transaction price, then it shall be handled by the reg- ulations in 5.4.3 (II) except for the following situations where objective proof and the practical and reasonable comments provided from the professionals of valua- tion for real estate and the accountants are provided: (1)If the related party will construct the land after acquiring the original land or rented land, then proof can be made for the compliance to one of the following conditions: (a) The total amount, which comprises the price of the original land assessed by the method mentioned in the previous regula- tion and the price of the houses calculated by adding the con- struction cost of the related party and rea- sonable construction profit, exceeds the ac- tual transaction price. Reasonable construc- tion profit referred here should be based on the lower between the average gross profit margin of the construction depart- ment of the related party during the last three years and the gross margin of the recent construction industry announced by the Ministry of Fi- nance.	5.4.3 The matters shall be handled when the assessed transaction cost is lower than the transac- tion price: (I) If the assessment results in accordance with the regu- lations in 5.4.2 is lower than the transaction price, then it shall be handled by the reg- ulations in 5.4.3 (II) except for the following situations where objective proof and the practical and reasonable comments provided from the professionals of valua- tion for real estate and the accountants are provided: (1)If the related party will construct the land after acquiring the original land or rented land, then proof can be made for the compliance to one of the following conditions: (a) The total amount, which comprises the price of the original land assessed by the method mentioned in the previous regula- tion and the price of the houses calculated by adding the con- struction cost of the related party and rea- sonable construction profit, exceeds the ac- tual transaction price. Reasonable construc- tion profit referred here should be based on the lower between the average gross profit margin of the construction depart- ment of the related party during the last three years and the gross margin of the recent construction industry announced by the Ministry of Fi- nance.	•Revise the pro- cedure in ac- cordance with the regulations set forth by the competent agencies.
(b) Transaction cases of other floors in the houses and lands of the same target or nearby region with	(b) Transaction cases of other floors in the houses and lands of the same target or nearby region with

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3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles	Current Articles	Explanations

nearby region with other non-operating parties within a year have similar areas with it and have similar transaction conditions estimated by calcu- lating the reasonable price difference for different floors by Real Estate Salesor Lease Rules. (c) (omitted) (2)Thecompany makes proof for the purchased or rent to acquire real es- tate or its right-of-use as- sets, that its transaction condition is relatively similar to the transaction case with other non-re- lated party in nearby region within a year and they have similar areas. The referred transaction case in nearby region is considered by the prin- ciple that they are in the same or nearby block and the distances to the transaction target do not exceed 500 meters or its announced current value is similar; the referred similar areas is based on the principle that the area of the transaction case with non-related party is not 50% lower than the transaction tar- get; and the term “within a year” referred here is calculated by tracing back a year on the basis of the acquisition of the real estateor its right-of- use assets.	other non-operating parties within a year have similar areas with it and have similar transaction conditions estimated by calcu- lating the reasonable price difference for different floors by Real Estate Sales Rules. (c)Renting cases of other floors in the houses and lands of the same t a r g e t w i t h o t h e r non-operating parties within a year have sim- ilar transaction con- ditions estimated by calculating the reason- able price difference for different floors by Real Estate Lease Rules. (2)Listedcompany makes proof for the purchased real estate that its trans- action condition is rel- atively similar to the transaction case with other non-related party in nearby region within a year and they have sim- ilar areas. The referred transaction case in near- by region is considered by the principle that they are in the same or nearby block and the distances to the transaction tar- get do not exceed 500 meters or its announced current value is similar; the referred similar areas is based on the principle that the area of the trans- action case with non-re- lated party is not 50% lower than the transac- tion target; and the term “within a year ” re- ferred here is calculated by tracing back a year on the basis of the acquisi- tion of the real estate.

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3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles	Amended Articles	Amended Articles	Current Articles	Explanations

	(II)	If the assessment results in accordance with 5.4.2 and 5.4.3 (I) for the acquisition of the real estateor its right-of- use assetsbythecompany is lower than the transaction price, then the following matters shall be handled: (1)The differences between the transaction price of the real estateor its right-of-use assetsand the assessed cost shall be proposed as special earned surplus in accor- dance with Paragraph 1 of Article 41 of the Secu- rities and Exchange Act and shall not be allocated as stocks by distribution or re-investment. If the investors, who adopted equity method for evalu- ation of the investment, are listed companies, then special earned sur- plus shall be proposed based on the sharehold- ing ratio in accordance with Paragraph 1 of Ar- ticle 41 of the Securities and Exchange Act. (2)The members of the Au- dit Committee shall han- dle it in accordance with Article 218 of the Com- pany Act. (3)The handling situations of the previous subpara- graph (1) and (2) shall be propose to the share- holders' meeting and the details of the transaction shall be exposed in the annual report and pro- spectus.	(II) If the assessment results in accordance with 5.4.2 and 5.4.3 (I) for the acquisition of the real estate bylisted company is lower than the transaction price, then the following matters shall be handled: (1)The differences between the transaction price of the real estate and the assessed cost shall be proposed as special earned surplus in accor- dance with Paragraph 1 of Article 41 of the Secu- rities and Exchange Act and shall not be allocated as stocks by distribution or re-investment. If the investors, who adopted equity method for evalu- ation of the investment, are listed companies, then special earned sur- plus shall be proposed based on the sharehold- ing ratio in accordance with Paragraph 1 of Ar- ticle 41 of the Securities and Exchange Act. (2)The members of the Au- dit Committee shall han- dle it in accordance with Article 218 of the Com- pany Act. (3)The handling situations of the previous subpara- graph (1) and (2) shall be propose to the share- holders' meeting and the details of the transaction shall be exposed in the annual report and pro- spectus.	˙Revise the pro- cedure in ac- cordance with the regulations s e t f o r t h b y the competent agencies.
5.4.4	Resolution procedure: For acqui- sition or disposal of real estate or its right-of-use assetsfrom a related party or acquisitionor disposal of assetsother than real estate or its right-of-use assets from a related party with their transaction amount reached 20% of the paid-in capital, 10%		5.4.4 Resolution procedure: For ac- quisition or disposal of real estate from a related party or acquisition or disposal of assets other than real estate from a related party with their transac- tion amount reached 20% of the paid-in capital, 10% of total capi- tal or exceeded NTD 300 million,	˙Revise the pro- cedure in ac- cordance with the regulations s e t f o r t h b y the competent agencies.

Amended Articles

Current Articles Explanations

of total capital or exceeded NTD the following information shall 300 million, the following inforbe proposed to the board meetmation shall be proposed to the ing and passed before signing board meeting and passed betransaction contract and making fore signing transaction contract payments except the trading of and making payments except the government bond, trading of trading of domestic government bonds under repurchase and rebond, trading of bonds under resale agreements, or subscription purchase and resale agreements, or redemption of money market or subscription or redemption of funds issued by domestic securimoney market funds issued by ties investment trust enterprises domestic securities investment is not limited. trust enterprises is not limited.

(I) Purpose, necessity and expected benefits for the acquisition or disposal of assets.
(II) Reasons for selecting a related party as the transaction object.
(I) Purpose, necessity and expected benefits for the acquisition or disposal of assets.
(II) Reasons for selecting a related party as the transaction object.
(III) Assessment of the relevant (III) Assessment of the releinformation for the ratiovant information for the nality of the expected transrationality of the expected action conditions in accortransaction conditions in dance with Article 5.4.2 and accordance with Article 5.4.2 5.4.3 for the acquisition of and 5.4.3 for the acquisition real estate or its right-of-use of real estate from a related assets from a related party. party.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

(IV) Matters, such as the origi(IV) Matters, such as the original acquisition date & price, nal acquisition date & price, transaction object by the retransaction object by the related party and the relationlated party and the relationship between the transaction ship between the transaction object and the company or object and the company or the related party. the related party.
(V) Cash balance forecast of (V) Cash balance forecast of each month in the future each month in the future year starting from the exyear starting from the expected month of establishpected month of establishing the agreement and the ing the agreement and the assessment of the necessity assessment of the necessity of the transaction and ratioof the transaction and rationality of the application of nality of the application of funds. funds.
(VI) Acquire valuation report (VI) Acquire valuation report provided by professionals of provided by professionals of valuation or the comments valuation or the comments from the accountants in from the accountants in accordance with the regulaaccordance with the regulations in Article 5.4.1. tions in Article 5.4.1.
(VII) The limited conditions of the (VII) The limited conditions of the transaction and other imtransaction and other important agreed items. portant agreed items.

Amended Articles

Current Articles

Explanations

The calculation of the previous transThe calculation of the previous trans• Revise the proaction amount shall be handled in acaction amount shall be handled in accedure in accordance with 5.9.2 (I)(7) and the term cordance with 5.9.2 (I)(7) and the term cordance with “within a year” referred here is cal“within a year” referred here is calthe regulations culated by tracing back a year on the culated by tracing back a year on the s e t f o r t h b y basis of the occurrence of the transbasis of the occurrence of the transthe competent action fact. The parts that have been action fact. The parts that have been agencies. Add announced based on the procedure is announced based on the procedure is the subparaexempted from the calculation. exempted from the calculation. graph that the For the acquisition or disposal of the For the acquisition or disposal of the chairman is enequipment or its right-of-use assets equipment for business use between titled to make for business use and the right-of-use the company and its subsidiaries, the decisions on acassets of the real estate for business board of directors has authorized the quisition or disuse between the company and its chairman to make decisions on the posal of equipsubsidiaries, or between the company ones lower than (equal to) NTD 300 ment and real and the subsidiaries holding 100% ismillion and then these shall be proestate for busisued stocks or total capital directly or posed to the recent board meeting for ness between indirectly, the board of directors has recognition afterwards. the company authorized the chairman to make deand its subsidcisions on the ones lower than (equal iaries holding to) NTD 300 million and then these 100% directly or shall be proposed to the recent board indirectly before meeting for recognition afterwards. proposing.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

5.4.5 Other cautions: 5.4.5 Other cautions: • Revise the pro(I) The special earned surplus pro(I) The special earned surplus procedure in acposed in accordance with the posed in accordance with the regcordance with regulations in 5.4.3 (II) shall be ulations in 5.4.3 (II) shall be used the regulations used after the purchased or rented after the purchased assets with s e t f o r t h b y assets with high price have been high price have been recognized as the competent recognized as falling price loss or falling price loss or penalty or apagencies. penalty or termination of renting propriate compensation or the recontract or appropriate compensaturn to original state or have other tion or the return to original state proof to ensure no unreasonable or have other proof to ensure no matters. The special earned surunreasonable matters. The special plus shall be used after obtaining earned surplus shall be used after the approval from the competent obtaining the approval from the agencies. competent agencies.
(II) For the acquisition of real estate or (II) For the acquisition of real estate its right-of-use assets from a relatfrom a related party with other ed party with other proof showing proof showing the transaction the transaction does not comply to does not comply to the normal the normal business regulations, business regulations, it shall be it shall be handled in accordance handled in accordance with the with the regulations in Subpararegulations in Subparagraph (I) of graph (I) of the previous paragraph the previous paragraph and 5.4.3 and 5.4.3 (II). (II).

Amended Articles Current Articles Explanations
5.5 Transaction of financial derivatives 5.5 Transaction of financial derivatives 5.5.1 Transaction principles and strate5.5.1 Transaction principles and strategies gies • Revise the procedure in ac-
(I) Type of transaction: refer to for(I) Type of transaction: refer to forcordance with ward agreement, options contract, ward agreement, options contract, the regulations futures contract, leverage contract, futures contract, leverage contract, s e t f o r t h b y exchange contract, the combiexchange contract and composite the competent nation of the above contracts or contract formed by the combinaagencies. combined contracts or structured tion of the products below, etc. • T h e o r i g i n a l note of the embedded financial such that its value is derived from transaction of derivatives, etc. such that its value products such as assets, interest, bond margin is is derived from particular interest, exchange rate, index or other included in the price of the financial tools, price interests. The referred forward definition menof products, exchange rate, index agreement does not include intioned in previof price or rate, credit rating or surance agreement, performance ous paragraph credit index or other variables. The contract, after-sales service agreeand hence is referred forward agreement does ment, long-term rent agreement omitted here. not include insurance agreement, and long-term procurement (sales) performance contract, after-sales contract. The matters regarding service agreement, long-term rent transaction of bond margin shall agreement and long-term probe handled in accordance with relcurement (sales) agreement. evant regulations in the procedure.
(III) Division of responsibilities (III) Division of responsibilities (2)(a) Responsibility for the op(2)(a) Responsibility for the operation of financial derivatives: eration of financial derivatives: For risk-off contract with amount For risk-off contract with amount • Revise based on lower than (equal to) NTD 300 millower than (equal to) NTD 300 milthe regulations lion can be traded by transaction lion can be traded by transaction in the procepersonnel entitled by the authoripersonnel entitled by the authoridure. zation from the chairman and prozation from the chairman and proposed to the recent board meeting posed to the board meeting every afterwards. season.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Current Articles Explanations

Amended Articles

5.5.5 Periodic assessment

(I) The accounting department as(I) The accounting department assesses the unrealized income and sesses the unrealized income and loss for the remaining part of the loss for the remaining part of the transaction of the financial derivatransaction of the financial derivatives based on the market price or tives based on the market price or fair value. fair value.
(II) The financial department assesses (II) The financial department assesses • Revise the proonce a week for the holding part once a week for the holding part cedure in acof the transaction of the financial of the transaction of the financial cordance with derivatives. In case of handling derivatives. In case of handling the regulations risk-off transaction due to business risk-off transaction due to business s e t f o r t h b y needs, the assessment shall be needs, the assessment shall be the competent performed twice a month and its performed twice a month and its agencies. Some assessment report shall be sent to assessment report shall be submitwords are rethe senior managers authorized by ted to the senior managers authovised slightly. the board of directors. rized by the board of directors.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

5.8 Authorization and Amount 5.8 Authorization and Amount • Revise the pro5.8.1 Other than the equipment or its 5.8.1 Other than the machine equipcedure in acright-of-use assets for business ment for business use and its cordance with use and the transaction objects transaction objects are not an the regulations are not an actual related party, actual related party, acquisition s e t f o r t h b y acquisition or disposal of assets, or disposal of assets, such as the competent such as real estate or its rightreal estate, other fixed assets, agencies. of-use assets, other fixed assets, investment on equity and transinvestment on equity and transfer company bonds, etc. with its fer company bonds, etc. with its transaction amount lower than transaction amount lower than (or equal to) NTD 300 million (or equal to) NTD 300 million shall be handled after being apshall be handled after being approved according to the level of proved according to the level of authorization in the Manageauthorization in the Management Regulations based on Levment Regulations based on Levels of Responsibilities; for the one els of Responsibilities; for the one with transaction amount greater with transaction amount greater than NTD300 million, it shall be than NTD300 million, it shall be handled after being reported to handled after being reported to the board and passed by resoluthe board and passed by resolution. tion.

Amended Articles

Current Articles Explanations

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

5.8.2 Other than acquiring assets for 5.8.2 Other than acquiring assets for business use, the company and business use, the company and the subsidiaries can invest in the the subsidiaries can invest in the real estate or its right-of-use asreal estate for non-operating use sets for non-operating use and and marketable securities, where marketable securities, where the the limitations of its amount are limitations of its amount are givgiven as follows: en as follows: The total amount that the com-

The total amount that the company invested to purchase real estate for non-operating use shall not exceed 50% of the net value of the company; the total price of the marketable securities shall not exceed 200% of the net value of the company；the limit amount for the investment of individual marketable securities shall not exceed 75% of the net value of the company; provided, the ones that passed by resolution during the shareholders' meeting are not limited here. The total amount that the subsidiaries invested to purchase real estate for non-operating use shall not exceed 50% of the net value of the company; the total price of the marketable securities shall not exceed 100% of the net value of the company; the limit amount for the investment of individual marketable securities shall not exceed 75% of the net value of the company.

The total amount that the company invested to purchase real estate or its right-of-use assets for non-operating use shall not exceed 50% of the net value of the company; the total price of the marketable securities shall not exceed 200% of the net value of the company；the limit amount for the investment of individual marketable securities shall not exceed 75% of the net value of the company; provided, the ones that passed by resolution during the shareholders' meeting are not limited here. The total amount that the subsidiaries invested to purchase real estate or its right-of-use assets for non-operating use shall not exceed 50% of the net value of the company; the total price of the marketable securities shall not exceed 100% of the net value of the company; the limit amount for the investment of individual marketable securities shall not exceed 75% of the net value of the company.

5.9 Freedom of Information

5.9.1 The execution unit for reporting 5.9.1 The execution unit for reporting the announcements of the comthe announcements of the company is the accounting departpany is the accounting depart• Revise the proment. ment. cedure in ac-
5.9.2 The report procedure and stan5.9.2 The report procedure and stancordance with dards for the announcements: dards for the announcements: the regulations (I) If the following circumstanc(I) If the following circumstancs e t f o r t h b y es occurred on the assets es occurred on the assets the competent acquired or disposed by our acquired or disposed by our agencies company, then announce and company, then announce and report relevant information report relevant information in the designated websites in the designated websites of the competent agencies of the competent agencies within two days starting from within two days starting from the occurrence of the fact the occurrence of the fact according to the regulated according to the regulated format based on their propformat based on their properties: erties:

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles Current Articles Explanations
(1) Acquire or dispose the real (1) Acquire or dispose the real estate or its right-of-use asestate from or to the related sets from or to the related party; or acquire or dispose party; or acquire or dispose other assets other than the other assets other than the real estate from or to the rereal estate or its right-of-use lated party and the transacassets from or to the related tion amount reached 20% of party and the transaction the paid-in capital, 10% of the amount reached 20% of the total capital or exceeded NTD paid-in capital, 10% of the 300 million; provided, the total capital or exceeded NTD trading of government bond, 300 million; provided, the trading of bonds under repurtrading of domestic governchase and resale agreements, ment bond, trading of bonds or subscription or redemption under repurchase and resale of money market funds issued agreements, or subscription by domestic securities investor redemption of money ment trust enterprises is not market funds issued by dolimited. mestic securities investment trust enterprises is not limited.
(2) Perform merger, demerger, (2) Perform merger, demerger, acquisition or stock transfer. acquisition or stock transfer.
(3) Transaction loss from financial (3) Transaction loss from financial derivatives, which reached derivatives, which reached the upper limit amount of all the upper limit amount of all or individual contract loss set or individual contract loss set forth in the procedure. forth in the procedure.
(4) Acquire or dispose equip(4) Acquire or dispose the type of ment or its right-of-use assets assets, which are equipment for business use and their for business use and their transaction objects are not a transaction counterparties are related party. In addition, the not a related party. In additransaction amount reached tion, the transaction amount one of the following regulareached one of the following tions: regulations:
(a) When the paid-in capital (a) When the paid-in capital is less than NTD10 billion, is less than NTD10 billion, the transaction amount the transaction amount reaches NTD500 million or reaches NTD500 million or more. more.
(b) When the paid-in capital is (b) When the paid-in capital is NTD10 billion or more, the NTD10 billion or more, the transaction amount reachtransaction amount reaches NTD1 billion or more. es NTD1 billion or more.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles Current Articles Explanations
(5) Where land is acquired under (5) Where land is acquired under an arrangement on engaging an arrangement on engaging others to build on the compaothers to build on the company's own land, engaging othny's own land, engaging others to build on rented land, ers to build on rented land, joint construction and allojoint construction and allocation of housing units, joint cation of housing units, joint construction and allocation construction and allocation of ownership percentages, or of ownership percentages, or -
joint construction and sep joint construction and sepaarate sale, and furthermore rate sale, and the amount the the transaction counterparty company expects to invest is not a related party, and the in the transaction reaches amount the company expects NTD500 million. to invest in the transaction reaches NTD500 million.
(6) Where an asset transaction (6) Where an asset transaction other than any of those reother than any of those referred to in the preceding five ferred to in the preceding five subparagraphs, a disposal of subparagraphs, a disposal of receivables by a financial instireceivables by a financial institution, or an investment in the tution, or an investment in the mainland China area reaches mainland China area reaches 20 percent or more of paid20 percent or more of paidin capital or NTD300 million ; in capital or NTD300 million ; provided, this shall not apply provided, this shall not apply to the following circumstancto the following circumstances: es: (a) Trading of domestic gov(a) Trading of government ernment bonds. bonds.
(b) Trading of bonds under (b) Trading of bonds under repurchase and resale repurchase and resale a g re e m e n t s , o r s u b - a g re e m e n t s , o r s u b - scription or redemption scription or redemption of money market funds of money market funds issued by domestic secuissued by domestic securities investment trust enrities investment trust enterprises. terprises.
(7) The transaction amount shall (7) The transaction amount shall be calculated according to the be calculated according to the following methods: following methods: (a) Amount of every transac(a) Amount of every transaction tion
(b) Accumulated amount of (b) Accumulated amount of the transaction for acthe transaction for acquisition or disposal of quisition or disposal of targets of same properties targets of same properties with the same relative perwith the same relative person within a year. son within a year.
(c) Accumulated amount of (c) Accumulated amount of the acquisition or disposal the acquisition or disposal of (acquisition and disposof (acquisition and disposal are accumulated sepaal are accumulated separately) the real estate or its rately) the real estate or its right-of-use assets from right-of-use assets from the same development the same development plan within a year. plan within a year.

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Amended Articles Current Articles Explanations
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3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Amended Articles	Current Articles	Explanations

(d) Accumulated amount of the acquisition or dis- posal of (acquisition and disposal are accumulated separately) the same mar- ketable securities within a year. “Within a year” referred here is calculated by trac- ing back a year on the basis of the occurrence of the transaction fact. The parts that have been announced based on the procedure is exempted from the calculation. (II) The situations of performing trans- actions of financial derivatives performed by the company and its subsidiaries, which do not belong to the domestic listed companies, till the end of last month shall be entered in the information report- ing website designated by the competent agencies according to the regulated format before the 10th each month on a monthly ba- sis. (III) If the announced items have er- rors or are missing in accordance with the regulations and shall be revised or added, the company shall announce and report all items again within two days after being notified. (IV) After the company announced and reported the transaction in accor- dance with the regulations in 5.9.2 (I), if the following situations oc- curred, then the company shall an- nounce and report relevant infor- mation on the website designated by the competent agencies within two days after the occurrence of the fact: (1)The signed contract related to the original transaction is changed, terminated or dis- missed.	(d) Accumulated amount of the acquisition or dis- posal of (acquisition and disposal are accumulated separately) the same mar- ketable securities within a year. “Within a year” referred here is calculated by trac- ing back a year on the basis of the occurrence of the transaction fact. The parts that have been announced based on the procedure is exempted from the calculation. (II) The situations of performing trans- actions of financial derivatives performed by the company and its subsidiaries, which do not belong to the domestic listed companies, till the end of last month shall be entered in the information report- ing website designated by the competent agencies according to the regulated format before the 10th each month on a monthly ba- sis. (III) If the announced items have er- rors or are missing in accordance with the regulations and shall be revised or added, the company shall announce and report all items again within two days after being notified. (IV) After the company announced and reported the transaction in accor- dance with the regulations in 5.9.2 (I), if the following situations oc- curred, then the company shall an- nounce and report relevant infor- mation on the website designated by the competent agencies within two days after the occurrence of the fact: (1)The signed contract related to the original transaction is changed, terminated or dis- missed.

Amended Articles Current Articles Explanations
(2) The merger, demerger, acqui(2) The merger, demerger, acquisition or stock transfer is not sition or stock transfer is not completed according to the completed according to the expected schedule on the conexpected schedule on the contract. tract.
(3) If the original announcement (3) If the original announcement or report contents are changed. or report contents are changed.
(V) Reporting the announcement of (V) Reporting the announcement of the subsidiaries: the subsidiaries:
- (1) For the subsidiaries, which do (1) For the subsidiaries, which do not belong to the domestic not belong to the domestic listed companies, its acquisilisted companies, its acquisi• Revise the protion or disposal of assets shall tion or disposal of assets shall cedure in acbe announced and reported by be announced and reported by cordance with the company. the company. the regulations
- (2) The standards for announcement (2) The standards for announcement s e t f o r t h b y and report mentioned in 5.9.2 (I), and report mentioned in 5.9.2 (I), the competent which applicable to the subsidiaries which applicable to the subsidagencies. that is related to regulations on paidiaries that is related to regulations in capital or total capital shall be in on reaching 20% of paid-in capital accordance with the paid-in capital or 10% of total capital shall be in or total capital of the company. accordance with the paid-in capital or total capital of the company.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

5.12 Other cautions 5.12 Other cautions • The company (I) The procedure is implemented af(I) The procedure is implemented afhas established ter it is approved by over ½ memter it is approved by over ½ memAudit Commitbers of the Audit Committee, probers of the Audit Committee, protee. Hence, the posed to the board meeting and posed to the board meeting and p ro c e d u re i s passed and proposed to the sharepassed and proposed to the sharerevised in acholders' meeting and approved. holders' meeting and approved. cordance the Similar process shall be applied for Similar process shall be applied for regulations of the amendment of the procedure. the amendment of the procedure. the competent If the procedure is not approved If the procedure is not approved agencies and by over ½ members of the Audit by over ½ members of the Audit part of the proCommittee, then it can also be Committee, then it can also be cedure, which approved by 2/3 of all directors. approved by 2/3 of all directors. does not comIn case of this, it shall be recorded In case of this, it shall be recorded ply with Article clearly on the meeting record of clearly on the meeting record of 1 4 - 5 o f t h e the board meeting about the resothe board meeting about the resSecurities and lution from the Audit Committee. olution from the Audit Committee. Exchange Act, is In addition, when the procedure omitted. is proposed to board meeting for discussion in accordance with the -
law, the comments from each inde -
pendent director shall be consid ered sufficiently and their approval -
or disapproval comments and rea sons shall be recorded clearly on the board meeting record.

Amended Articles

Current Articles Explanations

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

(II) According to the procedure or oth(II) According to this procedure or er laws and regulations, the acquiother laws and regulations, the sition or disposal of assets, which acquisition or disposal of assets, shall be passed through the board which shall be passed through the meeting, shall be approved by over board meeting, shall be approved ½ members of the Audit Commitby over ½ members of the Audit tee first or otherwise approved by Committee first or otherwise apover 2/3 of all directors. In case of proved by over 2/3 of all directors. this, it shall be recorded clearly on In case of this, it shall be recorded the meeting record of the board clearly on the meeting record of meeting about the resolution from the board meeting about the resthe Audit Committee. olution from the Audit Committee. In addition, when the acquisition or disposal of assets is proposed to board meeting for discussion in accordance with the previous regulation, the comments from each independent director shall be considered sufficiently and their approval or disapproval comments and reasons shall be recorded -
clearly on the board meeting re cord.
(III) All members of the Audit Commit(III)For the valuation report or the • Revise the protee and all directors referred in the comments received from the accedure in acprocedure are counted by the ones countants, lawyers or securities cordance with who are still in their term. underwriter acquired, these prothe regulations fessionals of valuation and their s e t f o r t h b y valuation personnel, accountants, the competent
(IV)For the valuation report or the lawyers or securities underwriters agencies. comments received from the accannot be a related party of the • T h e o rd e r of countants, lawyers or securities transaction party. P a r a g r a p h underwriter acquired by the com(IV)If listed company acquired or ( I I I ) ~ ( V I ) i s pany, these professionals of valuadisposed assets through court c h a n g e d a c - tion and their valuation personnel, auction procedure, then the vercordingly. accountants, lawyers or securities ification documents provided by underwriters shall comply with the the court can replace the valuation following regulations: report or the comments from the (1)They shall not be sentenced with accountants. - -
over a year of fixed term impris onment due to violation of this procedure, The company Act, The Banking Act, The Insurance Company Act, Financial Holding Company Act, Business Account Act, or commit fraud, breach of -
trust, criminal conversion, forg -
ing instruments or seals or busi ness crimes. However, they shall -
not be limited if the imprison ment was done; probation was expired; or after remitted from a punishment over three years.

  - **Amended Articles Current Articles Explanations**

  - (2)The transaction party cannot be -

  - a related party or an actual re lated party.

  -

  - (3) If the company shall obtain val uation reports from more than two professionals of valuation, then the different professionals of valuation shall not be related parties or actual related parties.

(V) If the company acquired or dis(V) When the company acquired or posed assets through court aucdisposed assets, we shall place • Revise the terms tion procedure, then the verificathe relevant contracts, meeting “listed compation documents provided by the records, reference copy, valuation ny” court can replace the valuation report, comments from the acreport or the comments from the countants, lawyers or securities accountants. underwriter in the company, which shall be kept for at least 5 years unless there are additional regulations in other laws.
(VI) When the company acquired or (VI)The announcement format and the disposed assets, we shall place content of appraisal for the acquithe relevant contracts, meeting sition or disposal of assets shall records, reference copy, valuacomply with the regulations from tion report, comments from the the competent agencies. accountants, lawyers or securities underwriter in the company, which shall be kept for at least 5 years unless there are additional regulations in other laws.
(VII)The announcement format and the content of appraisal for the acquisition or disposal of assets shall comply with the regulations from the competent agencies.

3. Comparison table of Amendment of "Procedure for the Acquisition or Disposal of Assets"

Appendix 1

Rules and Procedures of Shareholders' Meeting

Amended on June 10, 2015

The company's shareholders' meeting shall be handled in accordance with the Rules.
Attending shareholders (or proxies) shall show their attendance certificates and submit signin cards for calculation of attending votes Plus electronic voting exercise options. The proxy that is not a shareholder and the shareholder with a letter of proxy issued must have their identity document ready for examination A shareholding with one of the following is without voting right and is excluded from the total stock shares issued and number of attendance: (1) TSRC's shareholdings.
(2) TSRC's stock shares held by the wholly owned subsidiary that is with over 50% of its stock shares issued with voting rights or total stock capital held by TSRC.
(3) TSRC's stock shares held by the company that is with over 50% of its stock shares issued with voting rights or total stock capital held by TSRC and TSRC's subsidiary directly or indirectly.
2-1. The chairperson may designate the attorney, CPA or the relevant staff appointed by him to attend the meeting, and also designate the conference personnel in charge of the meeting and the personnel maintaining the order on site (or security guards) to help proceed with the meeting, provided that the personnel referred to herein shall wear identification certificates or badges.

III. Appendix

1. Rules and Procedures of Shareholders' Meeting

The chairperson shall announce the opening of the meeting, provided that where a majority of the shareholders representing the total issued shares fail to attend the meeting when the meeting should commence, the chairperson may announce that the meeting is postponed, provided that the meeting should be postponed no more than twice and the time of extension shall be no more than one hour in total. Where a majority of the said shares still fail to attend the meeting but one-third of the shareholders representing the to tal issued shares attend the meeting after the meeting has been postponed for twice, the provisional resolution may be made pursuant to Paragraph 1 of Article 175 of the Company Act. Where the shares represented by the present shareholders have reached a majority of the total issued shares before the end of the meeting, the chairperson may re-submit the provisional resolution to the meeting for voting pursuant to Article 174 of the Company Act.

The agenda of the meeting shall be defined by the Board. The meeting shall be held in the order of the scheduled agenda. Without the resolution of the meeting, the agenda shall not be changed.
The chairperson may not announce to have the meeting adjourned without the resolution of the directors before the scheduled agenda ( including motions) completed except for the routine query and reply of motion.
Shareholders may not have another chairperson elected to have the meeting continued at the same location or elsewhere once the meeting is adjourned. If chairperson has violated the conference rules and announced to have the meeting adjourned, another chairperson can be elected by attending shareholders with majority votes to keep the meeting in session. The proposals for amendments or replacement with respect to the same proposal shall be voted in the order defined by the chairperson.
Where any of the proposals is approved, the other proposals shall be deemed overruled and it is not necessary to vote them.

Chairperson is to define the discussion and priority of the motion raised by shareholders.

4-1. The board of directors is to state in the agenda manual why the proposals that are proposed before the meeting are not enlisted in the agenda of directors' meeting and the record of agenda. If the proposals of shareholders that are to be enlisted in the agenda according to Article 4.2.3 of the Rules for Agenda are classified as the same type of proposals, Chairperson may have them consolidated for process according to Paragraph 5 of the preceding Article herein.
4-2. Shareholders who have a letter of proxy issued to legal person that is not a shareholder to attend the meeting on his

III. Appendix

1. Rules and Procedures of Shareholders' Meeting

If the government or corporate shareholder has two representatives appointed to attend the meeting, or, the representative has attended the meeting as a proxy, only one representative is to speak at the meeting.
4-3. The chairperson of the shareholders' meeting shall be assumed by the company's Chairman, if the meeting is called by the board of directors. Where the Chairman fails to exercise his authority for leave or other causes, the Vice Chairman shall be his proxy. Where the Vice Chairman also fails to exercise his authority for leave or other causes, the Chairman shall nominate a director to be his proxy. Where the Chairman fails to nominate any proxy, the proxy shall be elected among the directors.

Where the shareholders' meeting is called by any competent person other than the board of directors, the chairperson shall be assumed by the competent person. Where there are more than two competent persons, one of them shall be elected to be the chairperson.

It is necessary for shareholders to specify the gist of their statement, their attendance certificate numbers and names in the statement form before making statement in the meeting. The order in which the statement is made shall be subject to the chairperson's determination. The present shareholders who only submit the statement form instead of making statement verbally shall be deemed never making statement. In the event of any discrepancy in the contents of the statement and those specified in the form, the contents of statement shall prevail.
Shareholders may raise questions regarding the reports given at the end of the announcement by chairperson or by the designated personnel. Each speaker may not speak more than twice and five minutes each time unless it is with the consent of chairperson for one extension and five minutes maximum. The speech time and frequency of shareholders on the acceptance of resolution, each proposal, and motion is the same as the one in preceding paragraph.

The speech time and frequency of shareholders on the queries irrelevant to the proposals are the same as mentioned in the preceding paragraph.

6-1. After the present shareholders make statement, the chairperson may give response personally or designate the relevant personnel to give the response.
here the statement exceeds the specific time limit or beyond the scope of proposals, the chairperson may suspend the shareholders from continuing making statement. Where the shareholders do not stop making statement, or try to interfere with the agenda, the chairperson may order the relevant personnel (or security guards) to maintain the order in the meeting or take necessary actions to help the procedure.
The chairman may announce the conclusion of discussion for proposals in a timely manner. If necessary, he may announce the suspension of discussion concluded or discussion may submit to voting per the chairperson's instruction.
Unless otherwise Provided in the Company Act or the Articles of Incorporation of this Company, motions should be approved by more than half of the shareholders present. For directors election, Rules for Election of Directors apply.

III. Appendix

1. Rules and Procedures of Shareholders' Meeting

Shareholders may exercise their voting rights in the written or electronic manner in shareholders' meetings. The manner of exercise is specified in the notice of shareholders' meeting. Any shareholder that exercises voting rights in the written or electronic form is deemed to have attended the shareholders' meeting in person. However, the shareholder is deemed to have waived his/her right in relation to any motion or amendment to original proposal in such shareholders' meeting.

The resolutions shall be recorded in the minutes of meetings.

9-1. When the proposals are subject to voting, the chairperson shall designate certain scrutineers and ballot recorders to execute their job responsibility, provided that the scrutineers shall be shareholders. The voting of the various proposals shall be conducted in a manner other than recall.

The result thereof shall be announced on site and recorded.

The votes that are determined by scrutinizers to have one of the following actions are voided: (1) Fail to use the ballot appointed by the board of directors or chairperson; (2) Deposit a blank ballot into the box;
(3) Broken or smeared ballot that cannot be identified;
(4) Altered ballot or ballot with marks or literature;
(5) Tick the boxes for and against at the same time;
(6) Ballot that does not convey the decision for or against clearly;
If shareholders raise an objection over the process of resolution, ballot counting, effective or void votes, the scrutinizers are to have the shareholder number, stock shares, and cause of dispute of the shareholders in dispute stated, signed, and sealed for filing and for record.
The chairperson may announce to take a rest at his sole discretion in the process of the meeting.
Where it is impossible to continue proceeding with the meeting due to air-raid alarm or other causes, the meeting should be stopped immediately and the relevant personnel should be evacuated automatically.

The meeting should be continued after one hour upon the alarm or causes being lifted.

The procedure, agenda and resolution and other related matters shall be subject to the Rules. Any matters not provided herein shall be subject to the chairperson's sole discretion, unless they are provided in the Company Act, Securities and Exchange Act and the Company's articles of incorporation.
The Rules shall be enforced upon resolution of the shareholders' meeting. The same shall apply where they are amended.

III. Appendix

1. Rules and Procedures of Shareholders' Meeting

Amended on June 21, 2018

Appendix 2 Article of Incorporation

Chapter I. General Articles

Article 1. The company is incorporated pursuant to the Company Act and named“ orporation”
Article 2. The business run by the company includes the following:
C801060 Synthetic rubber manufacturing.
C804020 Industrial rubber products manufacturing.
C804990 Other rubber products manufacturing.
D101040 Of power generation which are not public.
D401010 Energy supply.
F401010 International trade.
ZZ99999 Business not prohibited or restricted by laws, other than business under license.
Article 2-1. Where the company trans-invests in another company as a limited liability shareholder, the grosscapital invested is free from the restriction of 40% of the company's paid-in capital.
Article 2-2. The company may grant guarantees externally to meet the business or investment requirements.
Article 3. The Company is incorporated and registered in Kaohsiung City. The Company may establish domestic and overseas branches or factories. The Company's incorporation and change/abolishment shall be resolved by the Board of Directors.
Article 4. All notices of the company shall be published in accordance with the Company Law.

Chapter II. Shares

Article 5. The total capital of our company is set as NTD 12 billion and is divided into 1,200,000,000 shares with NTD 10 per share. The Board of Directors is authorized to issue them in separate times based on actual needs.
It s not necessary to print stock certificates for the shares issued by the company, or the stock certificates shall be printed altogether when new shares are issued, provided that they should be registered or kept by a central depositary organization.

2. Articles of Incorporation

Article 6.

"Deleted"

Article 7. The stocks of our company will not be printed physically in accordance with regulations and all shall be registered. The stocks shall be issued in accordance with The Company Act and other relevant regulations.
Article 8. "Deleted"

Article 9. When the shareholders of our company wish to handle stock-related matters, such as transfer stocks, establish right pledge, report missing, inherit, grant and report missing or change of seal or change address, etc., they shall handle them in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” and relevant regulations.
Article 10. No registration of stock transfer shall be made 60 days prior to shareholders' regular meeting, 30 days prior to the shareholders' provisional meeting and 5 days prior to dividends and bonus distribution or other interest distribution.
Article 11. "Deleted"

Chapter III. Shareholders' Meeting

Article 12. The shareholders' meeting includes regular meeting and provisional meeting. The regular meeting shall be held once a year and within six months upon finalization of the fiscal year by the board of directors.
The provisional meeting shall be held pursuant to laws.
The shareholders' regular meeting shall be notified to the shareholders 30 days ago, and in the case of the shareholders' provisional meeting, 15 days ago, provided that the meeting may be notified to the shareholders who hold less than 1,000 registered shares by public notice.
Article 13. The chairperson of the shareholders' meeting shall be assumed by the company's Chairman. Where the Chairman fails to exercise his authority for leave or other causes, the Vice Chairman shall be his proxy. Where the Vice Chairman also fails to exercise his authority for leave or other causes, the Chairman shall nominate a director to be his proxy. Where the Chairman fails to nominate any proxy, the proxy shall be elected among the directors.
Where the shareholders' meeting is called by any competent person other than the board of directors, the chairperson shall be assumed by the competent person. Where there are more than two competent persons, one of them shall be elected to be the chairperson.
Article 14. The company's shareholders shall, unless the decree otherwise Given outside the, have one voting right per share.
A representative trusted by the shareholder may take part in the shareholders' meeting, provided that he shall present the proxy in the format produced by the company and with affixation of the com pany's stamp on which the scope of authorization shall be stated.

2. Articles of Incorporation

Other than the trust business or stock brokers approved by the competent securities authority, any person who is trusted by more than two shareholders at the same time shall be entitled to not more than 3% of the votes of the issued shares, and the excessive votes shall not be calculated.

The proxy shall be served to the company 5 days prior to the meeting. Where it is rep eated, the one served first shall be effective. However, this is not applicable if a declaration to withdraw a prior proxy is made.

After the proxy is delivered to the Company, if the shareholder wishes to attend the shareholders' meeting in person or if the shareholder wishes to exercise the voting rights in the written or electronic manner, a written notice to withdraw the proxy shall be given to the Company 2 days before the shareholders' meeting. If the withdraw is given after this deadline, the voting right exercised by the proxy attending the meeting shall prevail.

Article 15.
Unless otherwise provided for in laws and the company's articles of incorporation, the quorum necessary for a shareholders' meeting shall be no less than the shareholders' holding more than half of the total issued shares and resolution of the shareholders' meeting shall be passed upon a majority of votes of the present shareholders.

Chapter IV. Directors

Article 16. Our company established 5 to 9 directors. The Board of Directors is authorized to establish the actual number of selected people. Directors are people with legal capacities chosen from the shareholders' meeting. Total shareholding ratio of all directors will be in accordance with the regulations of security management agencies. Directors of the Company shall be elected by the shareholders from a list of candidates of directors based on the candidate nomination system under Article 192 of the Company Act.
Article 16-1. The company's board of directors has installed Three independent directors elected th
from the directors defined in the preceding article as of 15 term. Independent directors and non-independent directors shall be elected altogether, and the number of the elected shall be calculated separately.
The professional qualification, shareholding and part-time job restrictions, independence, nomination and mode of election, exercise of power and other requirements to be complied with of an independent director shall be handled in accordance with the Securities and Exchange Act and the relevant laws.
Article 16-2. The Company has formed the Audit Committee consisting of all independent directors in accordance with the applicable law. The power exercised by the Audit Committee and its independent directors members and the matters related thereto and regulated in accordance with the Securities and Exchange Act and other applicable laws.
Article 17.
The duration of the directors is three years and the directors are eligible for re-election.
Article 18. The chairman will be selected among the directors, who will represent our company externally.

2. Articles of Incorporation

The Vice Chairman shall be elected among directors, who shall be the proxy of the Chairman when the Chairman fails to exercise his authority for leave or other causes.

Article 19. Unless otherwise to be subject to the resolution of the shareholders' meeting as provided in the Company Act or articles of incorporation, the company's business policies and other important issues shall be subject to the resolution of the board of directors. The chairperson of the directors' meeting shall be assumed by the company's Chairman. Where the Chairman is absent, the Vice Chairman shall be his proxy. Where the Vice Chairman is also absent, the Chairman shall nominate a director to be his proxy. Where the Chairman fails to nominate any proxy, the proxy shall be elected among the directors. Where the director fails to attend the directors' meeting personally, he may appoint another director to be his proxy.

The proxy may accept the appointment from only one director.

Board of Directors convened notification may be made in writing, Fax or email.

Article 20. Unless otherwise provided in laws, the quorum necessary for the directors' meeting shall be no less than a majority of the total directors and resolution of the directors' meeting shall be passed upon a majority of votes of the present directors.
Article 21.
"Deleted"
Article 22. "Deleted"
Article 23. The board of directors is authorized to determine the remuneration for the Company's directors based on the level of participation and the contribution by the directors to the operation of the Company and in reference to the standard of the same industry.
Article 24. There are certain advisors in the company for business requirement, who shall be retained by the Chairman.
Article 24-1. In order to well found the supervisory function and strength the management mechanism, the board of directors may establish the various functional. The regulations governing the exercise of authority of functional commissions shall be defined by the board of directors.
Article 24-2. The Company shall purchase the liability insurance for directors with respect to the indemnity to be borne by them in the scope of business to be executed by them during their term of office.

Chapter V. Managers

2. Articles of Incorporation

Article 25. There are several managers in the company. The appointment and dismissal of them shall be handled in accordance with Article 29 of the Company Act. The managers shall sign instruments on behalf of the company subject to the company's written authorization.
Article 26. "Deleted"
Article 27. The managers shall take care of the company's routine affairs within the scope of their job responsibility pursuant to the Chairman's instruction and resolution of the directors' meeting.

Chapter VI.Accounting

Article 28. The fiscal year of our company is from Jan. 1 to Dec. 31 each year. The Board of Directors shall make all kinds of reports in accordance with Article 228 of The Company Act by the end of each fiscal year and propose to the shareholders' meeting by legal procedure for recognition.
Article 28-1. The Company shall appropriate at least 1% of its earnings, if applicable, as compensation to the employees and not more than 1% as remuneration to the directors. The aforementioned and the regulation governing the remuneration to the directors and the compensation to employees shall be implemented as resolved by the Board.
Article 29. The business operated by our company has gone towards a mature and stable stage and currently is moving towards global and diversification development actively. To match with the long-term development of the company and pursue corporate sustainable growth, our company established the following policies for dividend. If there is surplus remained after annual settlement, then the steps below shall be performed regarding the distribution of the surplus: first, allocate 10% of the legal earned surplus after paying all taxes in accordance with the law and compensating the losses from previous years; next, the remaining amount after proposing or reversing special earned surplus in accordance with Securities and Exchange Act plus the undistributed surplus from the previous period can be served as distributable surplus; then, surplus distribution plan can be proposed for the distributable surplus.
The aforementioned distribution of shareholders' cash dividend should not be lower than 20% of the total distribution amount.

The aforementioned surplus distribution plan shall be drafted by Board of Directors and proposed to the shareholders' meeting by resolution.

Article 30.
"Deleted"
Article 31. Our company can distribute new stocks or cash from a part of or all of the legal earned surplus and additional paid-in capital by the original share ratio of the shareholders' through the resolution in the shareholders' meeting in accordance with Article 241 of The Company Act.
Article 32. When the legal earned surplus reached the total capital, allocation can be stopped through the resolution in the shareholders' meeting.

Chapter VII. Supplementary Provisions

2. Articles of Incorporation

Article 33. The company's articles of organization and enforcement rules thereof shall be defined separately.
Article 34. Any matters not provided in these Articles of incorporation shall be subject to the Company Act and the relevant laws.

Article 35. These Articles of incorporation were concluded on July 27, 1973. 1st amendments thereof was made on June 25, 1974, 2nd amendments thereof on April 23, 1975, 3rd amendments on February 17, 1976, 4th amendments thereof on June 30, 1976, 5th amendments thereof on April 26, 1977, 6th amendments thereof on June 20, 1979, 7th amendments thereof on May 23, 1980, 8th amendments thereof on May 11 1981, 9th amendments thereof on November 25, 1981, 10th amendments thereof on May 24, 1983, 11th amendments thereof on May 23, 1984, 12th amendments thereof on April 26, 1985, 13th amendments thereof on April 29, 1986, 14th amendments thereof on April 29, 1987, 15th amendments thereof on May 10, 1988, 16th amendments thereof on May 12, 1989, 17th amendments thereof on April 12, 1990, 18th amendments thereof on April 24, 1991, 19th amendments thereof on May 14, 1992, 20th amendments thereof on May 20, 1993, 21st amendments thereof on June 27, 1995, 22nd amendments thereof on June 16, 1996, 23rd amendments thereof on May 24, 1997, 24th amendments thereof on May 26, 1998, 25th amendments on May 29, 1999, 26th amendments thereof on May 27, 1990, 27th amendments thereof on June 20, 2002, 28th amendments thereof on May 30, 2003, 29th amendments thereof on May 31, 2005, 30th amendments thereof on June 13, 2008, 31st amendments thereof on June 10, 2011, 32nd amendments thereof on June 6, 2012 33rd amendments thereof on June 11, 2014 34th amendments thereof on June 10, 2015 and 35th amendments thereof on June 24, 2016, the 36th amendment was made on June 21, 2018.

2. Articles of Incorporation

April 8, 2019

Appendix 3 Disclosure of Directors' Shareholdings

==> picture [480 x 389] intentionally omitted <==

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

Stockholders
Job title Name Shares held
No .
Hao Ran Foundation Statutory
Chairman
Representative: Nita Ing
158693 60,171,319
Hao Ran Foundation Statutory
Director
Representative: Chin-Shan Chiang
Metacity Development Corporation
Director
Representative: Jing-Lung Huang
Metacity Development Corporation
Director 147214 31,093,108
Representative: Tzu Wei Lee
Metacity Development Corporation
Director
Representative: John T. Yu
Hao Ran Foundation Statutory
Director 17471 53,708,923
Representative: Tsai-Der Chen
Independent
Robert Hung 0
Director
Independent
Sean Chao 0
Director
Independent
Rex Yang 0
Director
Shareholdings of Directors subtotal 144,973,350
Minimum shareholdings of Directors 26,422,719
----- End of picture text -----

Remark: Up until April 8, 2019, share capital on book closure date, there are 825,709,978 shares.

3. Disclosure of Directors' Shareholdings

AI assistant

TSRC — AGM Information 2019

51969_rns_2019-06-17_fb5196e8-e2ef-408b-b4f1-975af3e20a1a.pdf

Table of Contents

Table of Contents

Agenda for 2019 Annual Meeting of Shareholders

Matter to be Reported

(1) To Report 2018 Employee's Compensation and Director's Compensation

3. Matter to be Reported:

Matter to be Ratified

Ratification Proposal I (Proposed by Board of Directors)

4. Matter to be Ratified:

Matter to be Ratified

Ratification Proposal II (Proposed by Board of Directors)

TSRC

Disposition of Net Profit for 2018

Matter to be Discussed

Discussion Proposal I (proposed by Board of Directors)

5. Matter to be Discussed:

Matter to be Discussed

Discussion Proposal II (proposed by Board of Directors)

Matter to be Discussed

Discussion Proposal III (proposed by Board of Directors)

6. Other Business and Motions

7. Adjournment

Other Business and Motions

Adjournment

Attachment 1

Business Report, Financial Statement and Audit Committee's Audit Report for 2018

II. Attachment

2018 Business Report

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

II. Attachment

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Consolidated Financial Statements Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

Basis for Opinion

II. Attachment

Key Audit Matters

1. Revenue recognition

2. Inventory measurement

II. Attachment

How the matter was addressed in our audit:

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

II. Attachment

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

II. Attachment

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

II. Attachment

1. 2018 Business Report, Financial Statement and Audit Committee's Audit Report

Parent Company Only Financial Statements Independent Auditors' Report To the Board of Directors of TSRC Corporation:

Opinion

Basis for Opinion

II. Attachment

TSRC AGM Information 2019