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Agenda for 2020 Annual Meeting of Shareholders (translation)

Agenda for 2020 Annual Meeting of Shareholders (translation)
I. Meeting Procedure	page
1. Call the Meeting to Order
2. Addresses by Chairman
3. Matter to be Reported:
(1) To Report 2019 Employee's Compensation and Director's Compensation	2
4. Matter to be Ratified:
(1) To Ratify the Proposal for 2019 Business Report and Financial Report	3
(2) To Ratify the Proposal for Distribution of 2019 Earnings	4
5. Matter to be Discussed:
(1) To Amend“Articles of Association”.	5
(2) To Amend“Procedures for Endorsement and Guarantee”.	6
(3) To Amend“Procedures for Loans to Others”.	7
(4) To Amend“Procedures for the Election of Directors”.	8
6. Other Business and Motions	8
7. Adjournment	8

II. Attachment

II. Attachment
1. 2019 Business Report, Financial Statement and Audit Committee's Audit	9
Report
2. Comparison table of Amendment of "Articles of Incorporation"	37
3. Comparison Table of Amendment of "Procedures for Endorsement and	48
Guarantee"
4. Comparison Table for Amendment of "Procedures for Loans to Others "	51
5. Comparison Table for Amendment of "Procedures for Election of Directors "	54
III. Appendix
1. Rules of Shareholders' Meeting	58
2. Articles of Incorporation	61
3. Disclosure of Directors' Shareholdings	67

Matter to be Reported

(1)To Report 2019 Employee's Compensation and Director's Compensation

2019 Employee's compensation of NT$ 53,614,000 and Directors' Compensation of NT$ 4,907,000 was resolved by 13th Meeting and 15th 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 2019 Employee's Compensation and Director's Compensation

Matter to be Ratified

Ratification Proposal I (Proposed by the Board of Directors)

Proposal: To Ratify the Proposal for 2019 Business Report and Financial Report
Explanation: 2019 business report is shown in attachment 1 (please refer to page 9-11 in the Handbook for the Meeting) as well as the Parent Company Only Financial Statements and consolidated financial report (also in attachment 1, please refer to page 12-35 in the Handbook for the Meeting). The above reports were resolved by 14th Meeting of the 16th Term of Board of Directors where the financial report was audited by certified accountant.
(1) To Ratify the Proposal for 2019 Business Report and Financial Report

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 page 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 the Board of Directors)

Proposal : To Ratify the Proposal for Distribution of 2019 Earnings

Explanations: 1、 At the beginning of 2019 undistributed net profit is NT$ 1,023,149,619. By adding with 2019 net income after tax of NT$740,316,267 and profit of NT$ 197,373,376 which is disposed from other equity instruments measured at fair value through other comprehensive income, subtracting NT$ 20,478,226 from the accurate loss from ensured welfare plan and NT$91,721,142 of legal reserve, the net profit that can be distributed in this period is NT$1,848,639,894.
- 2、 The proposed distributed cash dividend for shareholders this year was NT$0.5 per share and in total NT$412,854, 989. After the distribution, the undistributed net profit is NT$1,435,784,905. The distribution is calculated to the dollar. The remaining amount less than NT$1 will be listed as other income of the company.
(2) To Ratify the Proposal for Distribution of 2019 Earnings
3、 It is proposed to authorize Chairman to determine ex-dividend date and payment date for cash dividend after resolution of the Shareholders' Meeting.
4、 The distribution table of 2019 Net profit is as follows:

TSRC CORPORATION

TSRC CORPORATION	TSRC CORPORATION
2019 DISTRIBUTION OF NET PROFIT Unit: NTD
At the beginning of Undistributed Net Profit	1,023,149,619
Add: 2019 Net profit after tax	740,316,267
Add: Profit from Disposal of other equity instruments measured at fair value through other comprehensive income	197,373,376
Subtract: accurate loss from ensured welfare plan	(20,478,226)
Less: Legal Reserve	(91,721,142)
Distributable net profit	1,848,639,894
Distributable items
Shareholders' dividend – cash (NT$0.5 per share )	(412,854,989)
At the end of Unappropriated Net Profit	1,435,784,905

Chairman: Nita Ing

Manager: Joseph Chai

Chief Accountant: Ming-Huang Chen

Resolution:

Matter to be Discussed

Discussion Proposal I (Proposed by the Board of Directors)

Proposal: To Amend “Articles of Association”

Explanations: 1、 In consideration of operational needs, it is proposed to amend cash dividends and surplus cash distribution from earned surplus in Articles 29 and 31 of the Company's "Articles of Incorporation"in accordance with Section 5 of Article 240 and Article 241 of the Company Act, and amend Articles 35 of the Company's "Articles of Incorporation" for the date of amendment.
2、 Comparison table of amendment "Articles of Incorporation" refers to Annexure 2 (Please refer to pages 37 to 47 of the Handbook of Shareholders’ Meeting.)

Resolution:

(1) To Amend“Articles of Association”.

Matter to be Discussed

Discussion Proposal II (Proposed by the Board of Directors)

Proposal: To Amend “Procedures for Endorsement and Guarantee”

Explanantions: 1、 It is proposed to amend the Company of“Procedures for Endorsement and Guarantee” in accordance with "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" issued by Financial Supervisory Commission, referenced CHIN-KUAN-SHEN-TZU-No. 1080304826 on 7 March, 2019 and operation needs. The key point of amendment is as follows:
```
 - (1) To amend guarantee limit for an enterprise, amendingArticle of 2.3.1 and 2.3.2

 - (2) To Amend reporting procedure in accordance with delegation of responsibilities procedures of the Company, amending article of 5.1.2.

 - (3) To be in accordance with amendment "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies", amending article of 5.3.2 and 5.8.
```
- 2、 Comparison Table of amendment of “Procedures for Endorsement and Guarantee”is shown in Annexure 3 (Please refer to pages 48 to 50 of the Handbook of Shareholders’ Meeting.)
(2) To Amend“Procedures for Endorsement and Guarantee”.

Resolution:

Matter to be Discussed

Discussion Proposal III (Proposed by the Board of Directors)

Proposal: To Amend “Procedures for Loans to Others”

Explanations: 1、 It is proposed to amend the Company of“Procedures for Endorsement and Guarantee” in accordance with "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" issued by Financial Supervisory Commission, referenced CHIN-KUAN-SHEN-TZU-No. 1080304826 on 7 March, 2019 and operation needs. The key point of amendment is as follows:
(1) In accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies", adding article of 2.2.3 of company’s jointly and severally liability when any breach of the limit of the loan of funds by the Company.
(2) To amend reporting procedure in accordance with delegation of responsibilities procedures of the Company, amending article of 5.1.3
(3) In accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies", amending Articles 5.8.2 and 5.8.3 of loans to funds between foreign subsidiaries directly or indirectly 100% owned by the Company and the Company and extend due date of inter -company loan in 100% subsidiaries owned or to the Company.

(3) To Amend“Procedures for Loans to Others”.

(4) To amend wording of Article of 5.5.2 and 5.10 in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies".
2、 Comparison Table of amendment of “Procedures for Loans to Others” is shown in Annexure 4 (Please refer to pages 51 to 53 of the Handbook of Shareholders’ Meeting.)

Resolution:

Matter to be Discussed

Discussion Proposal IV (Proposed by the Board of Directors)

Proposal: To Amend “Procedures for Election of Directors”

Explanations: 1、 In consideration of practical needs and that the candidate nomination system had been adopted for our election of directors, it is proposed to amend “Procedures for Election of Directors” and the key points are as follows:
- (1) By adoption of candidate nomination system, the requirement for filling in the information on ballot to identify a specific candidate, such as account name, account number, identity card or passport number is no longer needed. It is proposed to amend Articles 4-1 and 6.
- (2) In alignment with the terminology used by competent authority and to reflect the practical operation, it is proposed to revise certain wordings in Articles 2, 3, 5 and 8.
- (3) Delete the article number without content and adjust the number of articles 3-1 to 11.
2、 Comparison table for amendment of the Procedures for Election of Directors is shown in Appendix 5 (please refer to page 54 to 57 of Handbook of Shareholders’ Meeting)

Resolution:

(4) To Amend“Procedures for the Election of Directors”.

Other Business and Motions

Adjournment

Attachment 1

Business Report, Financial Statement and Audit Committee's Audit Report for 2019

(1) Business Report……………………………………………………………………………………………………………………………10 (2) Consolidated Financial Statements With 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) Parent Company Only Financial Statements With Independent Auditors’ Report ……………………24 (8) Parent Company Only Balance sheet …………………………………………………………………………………………29 (9) Parent Company Only Statements of Comprehensive Income……………………………………………………31 (10) Parent Company Only Statements of Changes in Equity………………………………………………………………32 (11) Parent Company Only Statements of Cash Flows…………………………………………………………………………34 (12) Audit Report of Audit Committee…………………………………………………………………………………………………36

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

2019 Business Report

2019 was a challenging year for most businesses. Global economic growth slowed due to the disruptions from trade disputes and geopolitical conflicts, as well as the uncertainties in outlook and negative impact to business/consumer confidence. TSRC’s business was not immune to these negative factors and experienced a decline in overall financial performance compared to prior year. Amidst the economic and market headwinds, TSRC’s synthetic rubber business managed to leverage on the opportunities with increased price gap between natural rubber (NR) and BD to grow volume and also increase sales to higher margin non-tire applications. TPE business had a difficult time against pricing pressure and economic headwinds, resulting in declined performance versus 2018.

In total, the shipment of synthetic rubber and TPE products was 488 thousand metric tons in 2019, an increase of 8% versus prior year. Consolidated revenue was NTD 28,911 million, a decrease of 3% compared to NTD 29,751 million in the prior year. Consolidated gross profit was down 3% to NTD 3,377 million and margin was 12%. Consolidated operating profit was NTD 1,085 million, a reduction of 17% compared to the prior year. As a result, net income was NTD 740 million while EPS was NTD 0.90, representing a 38% decline from 2018.

In building our capabilities to become a global specialty chemical company, we successfully completed the construction of the new twenty-thousand-metric-tons-per-year advanced SEBS line in Nantong, China and the new seven-thousand-metric-tons-per-year advanced shoe materials (ASM) plant in Vietnam in 2019 with planned commercial production in 2020. In addition, TSRC Global Application Research Center was inaugurated in Shanghai with the objective of utilizing TSRC’s highquality polymers and technology to accelerate collaboration with customers in elastomer/ polymer compounds and their downstream applications, such as medical and specialty films. These new assets, along with innovative technologies and new market development, strength TSRC’s position in specialty chemicals and applications.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

In terms of technology innovation, key research milestones include successful adoption of functional modification in next generation synthetic rubber products, development of new generation HSBC technologies in novel applications such as medical, specialty film, foaming and automotive component, and the implementation of new process technologies in upgrading existing and new manufacturing assets. In 2019, TSRC was granted 11 patents.

For the year of 2020, global economic growth continues to be weakened, especially with the COVID-19 outbreak. The outbreak directly impacted China’s economy and also caused a broad-based impact globally due to China’s position in the global supply chain and international trade. TSRC’s operation will inevitably be affected in the first-half of 2020, but we expect to recover in the second-half of 2020 assuming that the epidemic stabilizes. TSRC’s priority, during this difficult period, is to ensure the safety of our employees and to support our key customers to stabilize and sustain their businesses. We will also continue our long-term development projects for new products and technology solutions. TSRC will endeavor to achieve the previously set target of 4% increase in sales volume in 2020 and remain vigilant to respond to volatile market changes and long-term growth opportunities.

Despite the increasingly challenging external environment, TSRC is dedicated to strengthening our business portfolio and growth in high value market segments and applications. TSRC will focus to achieve short term and lasting benefits through enhanced technology and capabilities, and continue the momentum towards our vision of being a global specialty chemical company.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Chairman: Nita Ing

Manager: Joseph Chai

Chief Accountant: Ming-Huang Chen

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, 2019 and 2018, 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, 2019 and 2018, 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, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2019 and 2018 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

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

We conducted our audit of the Consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 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 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.

Emphasis of Matter

As stated in Note 3(a), the Group initially adopt the IFRS 16, “Leases” at January 1, 2019 and apply the modified retrospective approach, with no restatement of comparative period amounts. Our opinion is not qualified in respect of this matter.

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, 2019. 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) and note 6(v) 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 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

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

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

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, 2019 and 2018, 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.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

IIdentify 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.
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.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

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 Ming-Hung Huang.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

Taipei, Taiwan (Republic of China) March 17, 2020

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2019	December 31, 2019	December 31, 2018	December 31, 2018
Amount	%	Amount	%
$ 4,695,280 14 866,347 2,759,617 136,351 80 6,414,679 493,550	14 - 3 8 - - 20 2	4,527,752 679 558,944 2,873,893 91,395 21,636 6,449,363 337,496	15 - 2 10 - - 21 1
15,365,918	47	14,861,158	49
1,137,888 1,098,591 10,037,395 1,331,571 1,581,599 1,669,885 220,439 71,637	4 3 31 4 5 5 1 -	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
17,149,005	53	15,369,011	51

~~$ 32,514,923 100 30,230,169 100~~

Total assets

(See accompanying notes to consolidated financial statements.)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

December 31, 2018	December 31, 2018	December 31, 2018
Amount	％	Amount
$ 4,729,148 287,235 5,672 2,392,346 59,418 121,726 1,309,810 175,942 219,238	15 1 - 7 - - 4 - 1	4,147,772 850,000 2,066 1,514,522 - 133,032 1,330,672 - 194,549
9,300,535	28	8,172,613
4,672,705 349,287 19,227 855,481 685,689 179,276	15 1 - 3 2 1	3,718,325 499,693 29,189 695,682 - 232,826
6,761,665	22	5,175,715
16,062,200	50	13,348,328
8,257,099	25	8,257,099
47,140	-	45,158
3,977,141 1,940,361	12 6	3,857,922 1,951,564
5,917,502	18	5,809,486
23,383 711,094 (80,526)	- 2 -	465,589 801,805 (68,134)
653,951	2	1,199,260
14,875,692	45	15,311,003
1,577,031	5	1,570,838
16,452,723	50	16,881,841
$32,514,923	100	30,230,169

(See accompanying notes to consolidated financial statements.)

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

TSRC CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

2018		2017
Amount	％	Amount	％
$ 28,910,723 25,533,439	100 88	29,751,218 26,262,504	100 88
3,377,284	12	3,488,714	12
976,947 1,094,304 389,840 (1,193)	3 4 1 -	959,417 1,081,834 387,948 10,214	3 4 1 -
2,459,898	8	2,439,413	8
167,475	-	252,513	-
1,084,861	4	1,301,814	4
161,867 12,334 (188,550) 184,126	- - - -	171,366 28,977 (169,434) 297,720	1 - (1) 1
169,777	-	328,629	1
1,254,638 437,518	4 1	1,630,443 396,773	5 1
817,120	3	1,233,670	4
	- - -	(21,854) 177,996 -	- - -
	-	156,142	-
	(2) - -	(12,155) (150,695) -	- - -
	(2)	(162,850)	-
(439,025)	(2)	(6,708)	-
$ 378,095	1	1,226,962	4
$ 740,316 76,804	3 -	1,192,186 41,484	4 -
$ 817,120	3	1,233,670	4
$ 371,902 6,193	1 -	1,222,054 4,908	4 -
$ 378,095	1	1,226,962	4
$	0.90		1.44
$	0.89		1.44

(See accompanying notes to consolidated financial statements.) Manager:Joseph Chai Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Equity attributable to owners of parent

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

1. 2019 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 - - - -	41,043 - - 4,115 - -	3,770,512 87,410 - - - -	1,691,172 (87,410) (792,682) - 1,192,186 (21,854)	5,461,684 - (792,682) - 1,192,186 (21,854)
-	-	-	1,170,332	1,170,332
-	-	-	(29,848)	(29,848)
8,257,099 - - - - -	45,158 - - 1,982 - -	3,857,922 119,219 - - - -	1,951,564 (119,219) (809,195) - 740,316 (20,478)	5,809,486 - (809,195) - 740,316 (20,478)
-	-	-	719,838	719,838
-	-	-	197,373	197,373
$8,257,099	47,140	3,977,141	1,940,361	5,917,502

1. 2019 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	Equity attributable to owners ofparent	Total equity attributable to owners of parent	Non controlling interests
Financial state- ments transla- tion differences for foreign operations	Total other equity interest Unrealized gains (losses) on financial assets measured at fair value through other compre- hensive income Gains (losses) on effective por- tion of cash flow hedges		Total
512,008 - - - - (46,419)	593,961 - - - - 177,996	11,721 - - - - (79,855)	1,117,690 - - - - 51,722	14,877,516 - (792,682) 4,115 1,192,186 29,868	1,565,930 - - - 41,484 (36,576)
(46,419)	177,996	(79,855)	51,722	1,222,054	4,908
-	29,848	-	29,848	-	-
465,589 - - - - (442,206)	801,805 - - - - 106,662	(68,134) - - - - (12,392)	1,199,260 - - - - (347,936)	15,311,003 - (809,195) 1,982 740,316 (368,414)	1,570,838 - - - 76,804 (70,611)
(442,206)	106,662	(12,392)	(347,936)	371,902	6,193
-	(197,373)	-	(197,373)	-	-
23,383	711,094	(80,526)	653,951	14,875,692	1,577,031
Chairman:Nita Ing

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

1. 2019 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 Impairment loss ( reversal of impairment loss) Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for under equity meth- od Loss on disposal of property, plant and equipment Amortization to operating costs and inventories / Amortization of long-term pre- paid 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	2019	2018
	$ 1,254,638	1,630,443
	996,958 154,210 (1,193) 188,550 (91,875) (69,992) (184,126) 35,325 84,692 -	874,575 152,640 10,214 169,434 (78,175) (81,371) (297,720) 23,824 9,768 (11,820)
	1,112,549	771,369
	665 (307,403) 115,469 (36,889) 34,684 (155,736)	(679) 350,523 23,481 (6,304) (408,683) 43,073
	(349,210)	1,411
	3,606 877,824 59,418 (32,121) 31,676 (49,035) 4,392	1,840 (278,570) (35,663) 176,107 16,088 (56,752) 22,245
	895,760	(154,705)
	546,550	(153,294)
	1,659,099	618,075

1. 2019 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 financial assets at fair value through other comprehensive income 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 Proceeds from capital repayments of investments accounted for under equity meth- od 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 (decrease) in other long-term borrowings Decrease in finance lease liabilities Payment of lease liabilities Cash dividends paid Overaging unclaimed dividends Net cash used in 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	2019
	2,913,737 104,889 (177,056) (243,589)
	2,597,981
	246,302 - (2,454,201) 799 50,404 159,352 -
	(1,997,344)
	21,324,066 (20,672,431) - - 1,446,799 (1,014,794) (155,663) - (195,171) (807,552) 1,982
	(72,764)
	(360,345)
	167,528 4,527,752
	$ 4,695,280

(See accompanying notes to consolidated financial statements.)

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Parent Company Only financial statements and independent auditors' report for the most recent fiscal year

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, 2019 and 2018, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the years ended December 31, 2019 and 2018, 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, 2019 and 2018, and its financial performance and its cash flows for the years ended December 31, 2019 and 2018 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

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

We conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 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 Company 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, 2019. 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) 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. 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(g), note 5, and note 6(f) for disclosures related to inventory measurement. Description of key audit matter:

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:

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

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. 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 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.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

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 investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

The engagement partners on the audit resulting in this independent auditor’s report are Po-Shu Huang and Ming-Hung Huang.

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1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

Taipei, Taiwan (Republic of China) March 17, 2020

TSRC CORPORATION

Balance Sheets

December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Assets Current assets: Cash and cash equivalents (note 6(a)) Financial assets at fair value through profit or loss －current (note 6(b)) Notes receivable, net (note 6(d)) Accounts receivable, net (note 6(d)) Account receivable －related parties (notes 6(d) and 7) Other receivable (notes 6(e) and 7) Current income tax assets Inventories (note 6(f)) Other current assets Total current assets Non-current assets: Non-current financial assets at fair value through other comprehensive income (note 6(c)) Investments accounted for under equity method (notes 6(g) and 7) Property, plant and equipment (notes 6(h), 6(j) and 9) Right-of-use assets (note 6(i)) Investment property (notes 6(j) and 6(o)) Intangible assets (note 6(k)) Deferred income tax assets (note 6(q)) Other non-current assets Total non-current assets	December 31,	December 31,
	2019 Amount %	2018 Amount %
	$ 417,440 2 14 - 2,662 - 949,468 4 114,471 - 189,551 1 80 - 2,214,079 9 136,531 - 4,024,296 16 932,437 4 14,719,161 61 2,727,714 11 177,841 1 1,581,599 7 44,819 - 71,630 - 12,149 - 20,267,350 84	338,449 1 - - 2,041 - 1,062,295 4 58,782 - 134,365 1 74 - 2,469,128 10 134,929 1 4,200,063 17 1,095,695 5 14,442,549 59 2,789,755 12 - - 1,596,324 7 65,778 - 71,154 - 42,515 - 20,103,770 83

$ 24,291,646 100 24,303,833 100

Total assets

See accompanying notes to parent company only financial statements

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Liabilities and Equity Current liabilities: Short-term borrowings (note 6(l)) Current portion of long-term borrowings (note 6(l)) Financial liabilities at fair value through profit or loss ─ current (note 6(b)) Accounts payable (note 7) Other payable (notes 6(m), 6(p), 6(t) and 7) Current lease liabilities (note 6(n)) Other current liabilities (note 6(l)) Total current liabilities Non-Current liabilities: Long-term bank borrowings (note 6(l)) Other long-term borrowings (note 6(l)) Provision liabilities －non-current (note 7) Deferred income tax liabilities (note 6(q)) Non-current lease liabilities (note 6(n)) Other non-current liabilities (notes 6(l) and 6(p)) Total non-current liabilities Total liabilities Equity attributable to shareholders of the company (notes 6(c), 6(g), 6(r) and 6(x): Common stock Capital surplus Retained earnings: Legal reserve Unappropriated earnings Other equity: Financial statement translation differences for foreign operations Unrealized gain on financial assets measured at fair value through other comprehensive income Gains (losses) on hedging instrument Total equity Total liabilities and equity	December 31, 2019
	Amount ％
	$ 3,135,563 13 100,000 - 228 - 866,363 4 629,017 3 52,313 - 30,338 -
	4,813,822 20
	3,350,000 14 349,287 1 19,227 - 697,737 3 61,249 - 124,632 1
	4,602,132 19
	9,415,954 39
	8,257,099 34
	47,140 -
	3,977,141 16 1,940,361 8
	5,917,502 24
	23,383 - 711,094 3 (80,526) -
	653,951 3
	14,875,692 61
	$ 24,291,646 100

See accompanying notes to parent company only financial statements

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

TSRC CORPORATION Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

Unit: thousand NTD

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

2019		2018
Amount	％	Amount ％
$ 10,856,945 9,764,551	100 90	10,834,520 100 9,718,836 90
1,092,394 20,037	10 -	1,115,684 10 7,794 -
1,072,357	10	1,107,890 10
370,291 470,035 277,659 202	3 4 3 -	353,113 3 490,195 5 250,918 2 1,624 -
1,118,187	10	1,095,850 10
175,711	2	238,926 2
129,881	2	250,966 2
72,313 21,259 (101,610) 796,066	1 - (1) 7	73,955 1 11,051 - (81,035) (1) 1,073,192 10
788,028	7	1,077,163 10
917,909 177,593	9 2	1,328,129 12 135,943 1
740,316	7	1,192,186 11
	- 1 - -	(21,854) - 159,333 1 18,663 - - -
86,184	1	156,142 1
(442,206) (12,392) -	(4) - -	(46,419) - (79,855) (1) - -
(454,598)	(4)	(126,274) (1)
(368,414)	(3)	29,868 -
$371,902	4	1,222,054 11
$	0.90	1.44
$	0.89	1.44

See accompanying notes to parent company only financial statements

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Common stock	Capital surplus	Capital surplus	Capital surplus
		Legal re- serve	Unappro- priated retained earnings
$ 8,257,099 - - - - -	41,043 - - 4,115 - -	3,770,512 87,410 - - - -	1,691,172 (87,410) (792,682) - 1,192,186 (21,854)
-	-	-	1,170,332
-	-	-	(29,848)
8,257,099 - - - - -	45,158 - - 1,982 - -	3,857,922 119,219 - - - -	1,951,564 (119,219) (809,195) - 740,316 (20,478)
-	-	-	719,838
-	-	-	197,373
$ 8,257,099	47,140	3,977,141	1,940,361

TSRC CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

	Total other equity interest	Total other equity interest
Financial statements	Unrealizedgains	Gains (losses) on	Total
	(~~l~~osses) on~~fi~~nanc~~i~~a~~l~~ assets measured at fair value through other comprehensive income 593,961 - - - - 177,996
trans~~l~~at~~i~~on~~diff~~erences for foreign operations 512,008 - - - - (46,419)		e~~ff~~ect~~i~~ve port~~i~~on o~~f~~cas~~h~~ flow hedges 11,721 - - - - (79,855)
			1,117,690 - - - - 51,722
(46,419)	177,996	(79,855)	51,722
-	29,848	-	29,848
465,589 - - - - (442,206)	801,805 - - - - 106,662	(68,134) - - - - (12,392)	1,199,260 - - - - (347,936)
(442,206)	106,662	(12,392)	(347,936)
-	(197,373)	-	(197,373)
23,383	711,094	(80,526)	653,951

See accompanying notes to parent company only financial statements

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

TSRC CORPORATION

Statements of Cash Flows

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

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

2019	2019	2018
$	917,909	1,328,129
-	307,051 24,699 202 101,610 (8,887) (63,426) (796,066) 20,037 35,409 37,394	274,913 27,123 1,624 81,035 (7,485) (66,470) (1,073,192) 1,088 7,794 - 8,014
	(341,977)	(745,556)
	(14) (621) 112,625 (55,689) (34,095) 255,049 (1,602)	- (1,693) (33,439) (18,918) 3,008 (298,113) (39,996)
	275,653	(389,151)
	228 (47,859) 11,696 (20,246) (49,035) (3,138)	(226) 194,866 50,923 22,134 (56,752) 905
	(108,354)	211,850

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Total changes in operating assets and liabilities, net Total adjustments 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 financial assets at fair value through other comprehen- sive income Acquisition of investments accounted for under equity method Acquisition of property, plant and equipment Increase in other non-current assets Dividends received Proceeds from capital repayments of investments accounted for under equity method Net cash provided by (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 (decrease) in other long-term borrowings Decrease in finance lease liabilities Payment of lease liabilities Cash dividends paid Over-aging unclaimed dividends Net cash provided by (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Unit: thousand NTD	2019	2019
		167,299
		(174,678)
		743,231 8,877 (94,573) (18,741)
		638,794
	- -	246,302 (310,315) 30,366 63,426
		29,779
	14,293,533 (13,512,538) - - 500,000 (850,000) (155,663) - (59,344) (807,552) 1,982
	(589,582)
	78,991 338,449
	$ 417,440

See accompanying notes to parent company only financial statements

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

III. Audit Report of Audit Committee'

To:

2020 Annual Shareholders' Meeting

Audit Report of Audit Committee'

The Board of Directors has proposed the Company's 2019 Business Report, Financial Statements and distribution of earnings.Financial Statements have been audited by KPMG and an audit report is accordingly issued.

The Proposal of Business Report, Financial Statements, and distribution 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.

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Robert Hung

The convener of Audit Committee TSRCCorporation

Date: March 17, 2020

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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	Amended Articles	Current Articles	Explanations

Chapter I. General Articles
1	Same as current article	Article 1. The company is incorporated pursu- ant to the Company Act and named “TSRC Corporation”	No revision.
2	Same as current article	Article 2. The operation function of business includes the following: 1. manufacturing C801060 Synthetic rubber. 2. manufacturing C804020 Industrial rubber products. 3. manufacturing C804990 Other rubber products manufacturing. 4. D101040 of unpublic power gen- eration 5. D401010 Energy supply. 6. F401010 International trade. 7. ZZ99999 Business not prohibited or restricted by laws, other than business under license.	No revision.
3	Same as current article	Article 2-1. the capital of the investment is free from the restriction of 40% of the company's paid-in capital when the company invests in a company, as a limited liability shareholder	No revision.
4	Same as current article	Article 2-2. The company may grant guarantees for business or investment .	No revision.

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

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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

5	Same as current article	Article 3. The Company is incorporated and registered in Kaohsiung City. The Company may establish domestic and overseas branches or factories which is constructed changed, and wind-up shall be resolved by the Board of Directors.	No revision.
6	Same as current article	Article 4 All announcement of the company shall be in accordance with the Com- pany Law.	No revision.
Chapter II. Shares
7	Same as current article	Article 5 The authorized capital of the Com- pany is NT$ 12 billion and is divided into 1,200,000,000 shares with NT$ 10 per share. The Board of Directors is authorized to issue it by times when needed. It is not necessary to print stock cer- tificates 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.	No revision.
8	Same as current article	Article 6 "Deleted"	No revision.
9	Same as current article	Article 7 The stocks of our company will not be printed physically in accordance with regulations and all shall be reg- istered. The stocks shall be issued in accordance with The Company Act and other relevant regulations.	No revision.
10	Same as current article	Article 8 "Deleted"	No revision.

Amended Articles

Current Articles

Explanations

Article 9

11 Same as current article

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 No revision. 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

Stock transfer and register actions shall be stopped within 60 days before annual shareholders' meetings 12 Same as current article and within 30 days before temporary No revision. shareholders' meetings as well as within 5 days before the record dates for distribution of dividend or other interests. Article 11 13 Same as current article No revision. "Deleted"

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

13 Same as current article	13 Same as current article	Article 11 "Deleted"	No revision.
Chapter III. Shareholders' Meeting
		Article 12
		The shareholders' meeting includes
		Annual meeting and extraordinary
		meeting. The annual meeting shall
		be held once a year and within six
		months after the end of fiscal year.
		The extraordinary meeting shall be
		held pursuant to laws.
14	Same as current article	The annual shareholders' meeting	No revision.
		shall be notified to the sharehold-
		ers before 30 days , and in the case
		of the extraordinary shareholders'
		meeting, shall be notified before
		15 days, provided that the meeting
		may be notified to the shareholders
		who hold less than 1,000 registered
		shares by public notice.
		Article 13
		The chairman of the annual share-
		holders' meeting is served by the
		chairman of the board.
		When the shareholders' meeting is
15	Same as current article	convened by other convener oth- er than the Board of Directors, the	No revision.
		chairman of the shareholders' meet-
		ing is served by that convener. In
		case of two conveners, one shall be
		selected among them to serve as the
		chairman.

Amended Articles

Current Articles

Explanations

Article 14

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

The Company's shareholders shall, unless other law is regulated, have one voting right per share. A representative is authorized by proxy of the shareholder may attend the shareholders' meeting, provided proxy of the company printed which included scope of authorization. Other than the trust business or stock brokers approved by the competent securities authority, any person who is a represented 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 delivered to the No revision. Company 5 days prior to the meeting. Where it is repeated, the one served first shall be effective. However, this is not applicable if a declaration to withdraw a prior proxy is made. 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 after the proxy is delivered to the Company, 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.

16 Same as current article

Article 15

Unless otherwise provided for inlaws and the Company's articles of incorporation, the quorum for a 17 Same as current article shareholders' meeting shall be no No revision. less than the half of the total issued shares and resolution of the shareholders' meeting shall be passed no less than half of votes of the present shareholders.

Amended Articles

Current Articles

Explanations

Chapter IV. Directors

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

	Amended Articles	Current Articles	Explanations
Chapter IV. Directors
18	Same as current article	Article 16 The Company establishes 5 to 9 directors. The Board of Directors is authorized to establish the actual number of selected people. Directors are people with legal capacities cho- sen from the shareholders' meeting. Total shareholding ratio of all direc- tors 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.	No revision.
19	Same as current article	Article 16-1 The Board of Directors establishes 3 independent directors in the partic- ular number of directors set forth in the previous Article. Independent directors and the non-independent directors shall be elected at the same time but calcu- late the particular elected numbers separately. Professional qualifications, share- holding and concurrency limitations, recognition of independency, nom- ination and election method, duties performed and other compliance matters regarding the independent directors shall be handled in accor- dance with Securities and Exchange Act and relevant regulations.	No revision.
20	Same as current article	Article 16-2 The Company has formed the Audit Committee consisting of all indepen- dent directors in accordance with the applicable law. The power exer- cised by the Audit Committee and its members in accordance with the Se- curities and Exchange Act and other applicable laws.	No revision.

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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

21	Same as current article	Article 17 The duration of the directors is three years and the directors are eligible for re-election.	No revision.
22	Same as current article	Article 18 Directors shall select one director among themselves as the chairman of the board who will represent the company externally. In addition, di- rectors shall also 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; if there are no vice chairman or the vice chairman is ab- sent or cannot perform his/her du- ties due to some reasons, the chair- man shall assign a person to act on his/her behalf; in case of the chair- man did not assign a proxy, then the directors shall select one director as the acting among themselves.	No revision.
23	Same as current article	Article 19 The Board of Directors decides the business strategies of the company and other important matters unless The Company Act or Article of Incor- poration regulated be resolved with shareholders' 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 appoint one of the other directors to act on his/her be- half. The proxy mentioned in previous paragraph is limited to one appoint- ed person. The notice for convening board meetings can be send in written form, fax or email.	No revision.

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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

24	Same as current article	Article 20 Unless otherwise specified, resolu- tion of the Board shall be carried out under the agreement of more than half of the present directors with more than half of the directors being present in the meeting.	No revision.
25	Same as current article	Article 21 "Deleted"	No revision.
26	Same as current article	Article 22 "Deleted"	No revision.
27	Same as current article	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 and in reference to the standard of the same industry.	No revision.
28	Same as current article	Article 24 "Deleted"	No revision.
29	Same as current article	Article 24-1 In order to well found the supervi- sory function and strength the man- agement mechanism, the board of directors may establish the various functional committees. The regula- tions governing the exercise of func- tional commissions shall be defined by the board of directors.	No revision.
30	Same as current article	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.	No revision.

Amended Articles

Current Articles

Explanations

Chapter V. Managers

Article 25

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

The Company shall have several managers. Their appointment and dismissal shall be handled in accordance with Article 29 of The Compa31 Same as current article ny Act. No revision. The managers mentioned in the previous paragraph are entitled to sign on behalf of the company in accordance with the authorized scope in the relevant regulations. Article 26 32 Same as current article No revision. "Deleted" Article 27 In accordance with instruction of the Chairman and resolution of the 33 Same as current article No revision. Board, the Manager shall handle affairs of the Company within the scope of his or her own duties. 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 34 Same as current article kinds of reports in accordance with No revision. Article 228 of The Company Act by the end of each fiscal year and propose to the shareholders' meeting by legal procedure for Ratification. 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 remunera35 Same as current article tion to the directors. No revision. The aforementioned and the regulation governing the remuneration to the directors and the compensation to employees shall be implemented as resolved by the Board.

Chapter VI.Accounting

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

Amended Articles Current Articles Explanations Article 29 Article 29 1. To simplify the The industries run by our company The industries run by our company procedures for have reached an increasingly mature have reached an increasingly mature the distribution and stable stage. At present, it is acand stable stage. At present, it is acof c a s h d i v i - tively moving towards globalization tively moving towards globalization dends and to inand diversification. In order to coopand diversification. In order to coopcrease the flexierate with the company's long-term erate with the company's long-term bility of the time planning and strive for sustainable planning and strive for sustainable for the issuance growth of the company, the comgrowth of the company, the comof c a s h d i v i - pany has formulated the following pany has formulated the following dends, theredividend policy: When allocating dividend policy: When allocating fore, amend the the earnings for each fiscal year, the the earnings for each fiscal year, the procedures for Company may, after offsetting lossCompany may, after offsetting lossresolution of es from previous years, and paying es from previous years, after paying cash dividends taxes, and set aside any statutory taxes, as per the law and after 10% in accordance and appropriated retained earnings of the statutory surplus reserve is with the law. of 10% by ordinary resolution, may raised before the special surplus re36 draw up the allocation of the balance serve is set up or turned over under 2. To amend the remaining as bonuses, dividends, the Securities and Exchange Act, n a r r a t i v e t o retained earnings or otherwise, shall the balances, when added to the suit the actual be proposed by the Board and reunallocated surplus in the preceding situation in the solved at the General Meeting. Howperiod, are thereafter available for calculation and ever, dividends issued in cash may be distribution and a surplus allocation adjustment of passed by the board of directors with proposal is submitted. For the disthe available more than two-thirds of the directribution of shareholders' dividends surplus as other tors’ attendance, and resolutions in the preceding paragraph, the items are incorwhere more than half of the direccash dividend shall not be less than porated into its ' tors, and report to the shareholders 20% of the total distribution. The calculation, in meeting. For the distribution based above-mentioned distribution of accordance with on the above of paragraph, the cash surplus shall be drawn up by the the applicable dividend shall not be less than 20% Board and shall be submitted to the IFRS standards of the total distribution. shareholders' General Meeting for and the relevant resolution. statutory provisions. Article 30 37 Same as current article No revision. "Deleted" Article 31 Article 31 To s i m p l i f y t h e The Company may, in accordance The Company may, in accordance procedures for the with Article 241 of the Company Act, with Article 241 of the Company Act, reserve fund and distribute part or all of its statutory distribute part or all of its statutory to increase flexisurplus reserve and capital reserve as surplus reserve and capital reserve bility in the time new shares or in cash in proportion as new shares or in cash in proporfor the payment, to the original share capital held by tion to the original share capital held the procedures for a shareholder, by resolution at the by a shareholder, by resolution at the its resolution are 38 Shareholders' General Meeting. Shareholders' General Meeting. amended in accorIn the case of cash, it shall be disdance with the law. tributed after a resolution has been - passed by more than half of direc tors at a meeting when attended by two-thirds of directors; in addition, the report of such distribution shall be submitted to the Shareholders’ Meeting.

	Amended Articles	Current Articles	Explanations
39	Same as current article	Article 32 When the legal earned surplus has reached paid-in capital then alloca- tion shall be stopped with the reso- lution in the shareholders' meeting.	No revision.
Chapter VII. Supplementary Provisions
40	Same as current article	Article 33 [omitted]	No revision.
41	Same as current article	Article 34 Any matters not provided in these Articles of incorporation shall be subject to the Company Act and the relevant laws.	No revision.

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

Amended Articles

Current Articles

Explanations

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

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 mendments 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 42 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 and 33rd amendments thereof on June 11, 2014. 34th amendments thereof on June 10, 2015, 35th amendments thereof on June 24, 2016, 36th amendments thereof on June 21, 2018, 37th amendment is made on June 6th, 2019, 38th amendment is made on June 19th, 2020.

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 mendments 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 and 33rd amendments thereof on June 11, 2014. 34th amendments thereof on June 10, 2015, 35th amendments thereof on June 24, 2016, 36th amendments thereof on June 21, 2018, 37th amendment is made on June 6th, 2019.

Annexure 3

Comparison Table of Amendment of "Procedures for Endorsement and Guarantee"

Amended Article Current Article Explanation 2. Range 2. Range For the company's 2.3 Guarantee provided and evaluative 2.3 Guarantee provided and evaluative operational needs. criteria criteria 2.3.1 The total amount of endorse2.3.1 The total amount of endorsement/guarantee provided by the ment/guarantee provided by the Company or the limit shall not exceed Company or the limit shall not exceed its net worth by more than 1.5 times, its net worth by more than 1.5 times, for unitary enterprise the total amount for unitary enterprise the total amount of endorsement/guarantee provided of endorsement/guarantee provided shall not be more than 60% of the shall not be more than 50% of the Company's net worth. Company's net worth. 2.3.2 When the total amount of en2.3.2 When the total amount of endorsement/guarantee of the company dorsement/guarantee of the company and its subsidiaries have exceeded and its subsidiaries have exceeded more than 1.5 times of the Compamore than 1.5 times of the Company’s net worth, an explanation shall ny’s net worth, an explanation shall be given at the General Meeting. The be given at the General Meeting. The total amount of the unitary entertotal amount of the unitary enterprise's endorsement/guarantee is limprise's endorsement/guarantee is limited to 60 percent of the Company's ited to 50 percent of the Company's net worth. net worth.

3. Comparison Table of Amendment of "Procedures for Endorsement and Guarantee"

5. Handling procedures 5.1.2 Submission and approval

When processing an endorsement/ guarantee, the contracting department shall submit a signature approval and written assessment report giving a detailed description of the endorsement/guarantee object, type, reason and amount and so on. After reporting to and with the approval of the Chairman, the report shall be submitted to the audit committee for examination and then submitted to the Board of Directors for resolution. If no more than half of all members of the audit committee agree, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the minutes of the Board Meeting. However, the Board of Directors may authorize the Chairman to make a decision within 20% of the company's paid-in capital if necessary, and report to the board of directors for approval afterwards.

The company when it submits its Operational Procedures for endorsements and/or guarantees it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

Handling procedures In accordance with 5.1.2 Submission and approval the Company's delWhen processing an endorsement/ egation of authoriguarantee, the contracting departties ment shall submit a signature approval and written assessment report giving a detailed description of the endorsement/guarantee object, type, reason and amount to the Finance - Department and Accounts Depart ment for endorsement. Then, submit to the General Manager and Chairman who will first submit to the Audit Committee for approval before giving their consent. It will be submitted to the Board of Directors for resolution. If no more than half of all members of the audit committee agree, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the minutes of the Board Meeting. However, the Board of Directors may authorize the Chairman to make a decision within 20% of the company's paid-in capital if necessary, and report to the board of directors for approval afterwards. The company when it submits its Operational Procedures for endorsements and/or guarantees it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

3. Comparison Table of Amendment of "Procedures for Endorsement and Guarantee"

Amended Article

5.3 Publication and Filing

5.3.1 The accounting department shall before the 10th of every month announce the declaration of endorsement/guarantee of the Company and its subsidiaries for the previous month.

5.3.2 In addition to reporting the guarantee balance on monthly announcements, the accounting department shall declare the amount of the endorsement guarantee issued by the Company and its subsidiaries within 2 days from the date of the occurrence of the fact, if the amount of the endorsement/guarantee has reached one of the criteria below. The term "date of occurrence of the fact" as used in the Procedures refers to the date of contract signing, date of payment, dates of resolutions of the Board of Directors, or other dates that can confirm the counterpart and monetary amount of the Endorsement and Guarantee, whichever date is earlier.

(1) The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more of the company's net worth as stated in its latest financial statement.

(2)The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more of the company's net worth as stated in its latest financial statement.

(3)The balance of endorsements/ guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/ guarantees for, use the Equity Method investment in, investment book amount and balance of loans to, such enterprise reaches 30% or more of company's net worth as stated in its latest financial statement.

Current Article Explanation 5.3 Publication and Filing To amend the defi5.3.1 The accounting department nition of long-term shall before the 10th of every month investments and announce the declaration of endorserevise the text in ment/guarantee of the Company line with the "Regand its subsidiaries for the previous ulations Governing month. Loaning of Funds 5.3.2 In addition to reporting the and Making of Enguarantee balance on monthly andorsements/Guarnouncements, the accounting deantees by Public partment shall declare the amount of Companies“ the endorsement guarantee issued by the Company and its subsidiaries within 2 days from the date of the occurrence of the fact, if the amount of the endorsement/guarantee has reached one of the criteria below. The term "date of occurrence of the fact" as used in the Procedures refers to the date of transaction contract signing, date of payment, dates of resolutions of the Board of Directors, or other dates that can confirm the transaction counterpart and transaction amount of the Endorsement and Guarantee, whichever date is earlier.

(1) The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more of the company's net worth as stated in its latest financial statement (2) The balance of endorsements/ guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more of the company's net worth as stated in its latest financial statement.

(3) The balance of endorsements/ guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/ guarantees for, long-term investment in, and balance of loans to, such enterprise reaches 30% or more of the company's net worth as stated in its latest financial statement

3. Comparison Table of Amendment of "Procedures for Endorsement and Guarantee"

Amended Article

Current Article

Explanation

(4) The amount of new endorsements/ guarantees made by the company or its subsidiaries reaches NT$30 million or more and reaches 5% or more of the company's net worth as stated in its latest financial statement.

(4) The amount of new endorsements/ To revise the text guarantees made by the company or as appropriate in its subsidiaries reaches NT$30 million line with the "Regor more and reaches 5% or more of ulations Governing the company's net worth as stated in Loaning of Funds its latest financial statement. and Making of En5.3.3 If there is any reporting and andorsements/Guarnouncement required for the Compaantees by Public ny's subsidiary which is not a Taiwan Companies ". public company, the Company will follow the requirement on behalf of its subsidiary.

5.3.3 If there is any reporting and announcement required for the Company's subsidiary which is not a Taiwan public company, the Company will follow the requirement on behalf of its subsidiary.

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5.8 The procedures or amended p r o c e d u r e s s h a l l r e q u i r e t h e approval of one-half or more of all audit committee members, and furthermore shall be submitted for a resolution by the board of directors, and the provisions of paragraph 2 shall not apply. If the approval of onehalf or more of all audit committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by twothirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures.

the board of directors meeting. Where Where any director expresses dissent any director expresses dissent and and it is contained in the minutes or a it is contained in the minutes or a written statement, the company shall written statement, the company shall submit the dissenting opinion to each submit the dissenting opinion to each supervisor and for discussion by the supervisor and for discussion by the shareholders' meeting. The same shall shareholders' meeting. The same apply to any amendments to the Proshall apply to any amendments to the cedures. Procedures. When the company submits its OperThe terms "all audit committee memational Procedures for Loaning Funds bers" in the procedures, "all directors" to Others for discussion by the board - in the preceding paragraph shall be of directors under the preceding para - counted as the actual number of per graph, the Board of Directors shall sons currently holding those positake into full consideration each indetions. pendent director's opinion. If an inde- pendent director expresses any dis sent or reservation, it shall be noted in the minutes of the board of directors meeting.

Annexure 4

Comparison Table for the "Rules and Procedures for Loans to Others "

4. Comparison Table for Amendment of "Procedures for Loans to Others "

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

After the revision Before the revision Description
2. Scope 2. Scope In conjunction with
2.1 Applicable entities 2.1 Applicable entities the " Regulations
2.2 The aggregate amount of loans and 2.2 The aggregate amount of loans and Governing Loan-
the maximum amount permitted the maximum amount permitted ing of Funds and
2.2.3When the company’s capital loan Making of Endorse-
with others violates the superior limit ments/Guarantees
regulations, the company’s person-in- by Public Compa-
charge shall jointly bear and be severally nies ", the respon-
liable with the borrower for repayment; sible person of the
if the company suffers damage, the company is jointly
person-in-charge also shall be liable for and severally lia-
damages. ble for any breach
of the limit of the
loan of funds by the
company.
5. Handling procedures 5. Handling procedures Amendment of the
5.1 Application, review and loan opera- 5.1 Application, review and loan opera- reporting proce-
tions tions dure in accordance
5.1.3 Submission and approval 5.1.3 Submission and approval with the hierar-
When handling procedures of fund When handling fund loans and matters, chical delegation
loans and matters, the undertaking the undertaking department should of responsibilities
department should submit a request submit a request for approval and a procedures of the
for approval and a written evaluation written evaluation report, stating the company.
report, stating the fund loan and the fund loan and the object, type, reason
object, type, reason and amount and so and amount and so on, as well as sent
on. After reporting to and with the ap- to the Finance Department, Accounts
proval of the Chairman, the report shall Department and the Legal Department
be submitted to the audit committee for endorsements. After reporting to
for review and then submitted to the and with the approval of the Chairman,
Board of Directors for resolution. If the the report shall be submitted to the
approval of one-half or more of all audit audit committee for review and then
committee members as required in the submitted to the Board of Directors for
preceding paragraph is not obtained, resolution. If the approval of one-half or
the Operational Procedures may be im- more of all audit committee members
plemented if approved by two-thirds or as required in the preceding paragraph
more of all directors, and the resolution is not obtained, the Operational Proce-
of the audit committee shall be record- dures may be implemented if approved
ed in the minutes of the board of direc- by two-thirds or more of all directors,
tors meeting. and the resolution of the audit commit-
Loans of funds between the company tee shall be recorded in the minutes of
and its parent company or subsidiar- the board of directors meeting.
ies, or between its subsidiaries, shall be Loans of funds between the company
submitted for a resolution by the board and its parent company or subsidiar-
of directors pursuant to the preceding ies, or between its subsidiaries, shall be
paragraph, and the chairperson may submitted for a resolution by the board
be authorized, for a specific borrowing of directors pursuant to the preceding
counterparty, within a certain monetary paragraph, and the chairperson may
limit resolved by the board of directors, be authorized, for a specific borrowing
and within a period not to exceed one counterparty, within a certain monetary
year, to give loans in installments or to limit resolved by the board of directors,
make a revolving credit line available for and within a period not to exceed one
the counterparty to drawdown. year, to give loans in installments or to
make a revolving credit line available for
the counterparty to drawdown.
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Before the revision

Description

After the revision

4. Comparison Table for Amendment of "Procedures for Loans to Others "

The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, Where the company has appointed independent directors when it loans funds to others, it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

5.5 Declaration and announcement 5.5.2 In addition to declaring capital loans and balance according to the monthly announcement, the company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence. “Date of occurrence” in these Regulations means the date of transaction contract signing, date of payment, dates of boards of directors resolutions, or other dates that can confirm the counterparty and monetary amount of the loan of funds or endorsement/guarantee, whichever date is earlier.

(1) The aggregate balance of loans to others by the company and its subsidiaries reaches 20 percent or more of the company's net worth as stated in its latest financial statement.

(2) The balance of loans by the company and its subsidiaries to a single enterprise reaches 10 percent or more of the company's net worth as stated in its latest financial statement.

(3) The amount of new loans of funds by the company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the company's net worth as stated in its latest financial statement.

5.5.3 The company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to subparagraph 3 of the preceding paragraph.

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5.5 Declaration and announcement 5.5.2 In addition to declaring capital To revise the text loans and balance according to the as appropriate in monthly announcement, A public comline with the "Regpany whose loans of funds reach one of ulations Governing the following levels shall announce and Loaning of Funds report such event within two days comand Making of Enmencing immediately from the date of dorsements/Guaroccurrence. “Date of occurrence” in antees by Public these Regulations means the date of Companies " transaction contract signing, date of payment, dates of boards of directors resolutions, or other dates that can confirm the transaction counterparty and transaction amount of the loan of funds or endorsement/guarantee, whichever date is earlier.

(1) The aggregate balance of loans to others by the company and its subsidiaries reaches 20 percent or more of the company's net worth as stated in its latest financial statement.

(2) The balance of loans by the company and its subsidiaries to a single enterprise reaches 10 percent or more of the company's net worth as stated in its latest financial statement.

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After the revision

Before the revision

Description

5.8 Where a subsidiary of the company intends to make loans to others, the company shall instruct it to formulate its own Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and it shall comply with the Procedures when loaning funds.

5.8.2 Any foreign Subsidiaries whose 5.8.2 Any foreign Subsidiaries whose In line with the " voting shares are 100% or more owned voting shares are 100% or more Regulations Govdirectly or indirectly by the Company or owned directly or indirectly by the erning Loaning of any foreign Subsidiaries whose voting Company or the company's Certified Funds and Making shares are 100% or more owned directPublic Accountant to duly certify of Endorsements/ ly or indirectly by the Company for the the File, or net worth as stated in its Guarantees by PubCompany；the company's Certified latest financial statement for limit. The lic Companies", the Public Accountant to duly certify the amount of individual loans is limited term of release of File, or net worth as stated in its latest to not exceeding 50% of the net value 100% of the direct financial statement for limit . The of the company’s most recent audit and indirect votamount of individual loans is limited or financial statement review by the ing rights of the to not exceeding 50% of the net value accountant. Company to forof the company’s most recent audit eign subsidiaries or or financial statement review by the subsidiaries of the accountant. Company holding 5.8.3 Any foreign subsidiaries whose 5.8.3 Any foreign subsidiaries whose 100% of the voting voting shares are 100% or more owned voting shares are 100% or more owned rights to and from directly or indirectly by the Company or directly or indirectly by the Company the Company is any foreign Subsidiaries whose voting where the term of each loan extended added. shares are 100% or more owned directby shall not exceed one year. ly or indirectly by the Company for the Company where the term of each loan extended by shall not exceed five years.

4. Comparison Table for Amendment of "Procedures for Loans to Others "

5.10 The procedures or amended pro5.10 The procedures or amended proTo revise the text cedures shall require the approval of cedures shall require the approval of as appropriate in one-half or more of all audit commitone-half or more of all audit commitline with the "Regtee members, and furthermore shall tee members, and furthermore shall ulations Governing be submitted for a resolution by the be submitted for a resolution by the Loaning of Funds board of directors, and the provisions board of directors, and the provisions and Making of Enof paragraph 2 shall not apply. If the of paragraph 2 shall not apply. If the dorsements/Guarapproval of one-half or more of all audit approval of one-half or more of all audit antees by Public committee members as required in the committee members as required in the Companies " preceding paragraph is not obtained, preceding paragraph is not obtained, the Operational Procedures may be the Operational Procedures may be implemented if approved by two-thirds implemented if approved by two-thirds or more of all directors, and the resoor more of all directors, and the resolution of the audit committee shall be lution of the audit committee shall be recorded in the minutes of the board recorded in the minutes of the board of directors meeting, and the same for of directors meeting, and the same modification. for modification. When the company All members and all directors of the submits its Operational Procedures for Board of Auditors for the purpose of Loaning Funds to Others for discussion - this procedure shall be actual incum by the board of directors under the bent. preceding paragraph, the board of directors shall take into full consideration each independent director's opinion. If an independent director expresses any dissent or reservation, it shall be noted in the minutes of the board of directors meeting.

Annexure 5

Comparison Table for amendment " Procedures for Election of Directors "

5. Comp[arison Table for Amendment of "Procedures for ] Election of Directors "

Amended Article Current Article Explanation 1. 1. (Same as existing provision) The directors of this Company shall be elected in accordance with the rules specified herein. 2. 2. 1. To make the statement This Company’s directors shall This Company’s directors shall be clearer by redrafting the be elected by adopting the candielected by adopting the candidate first paragraph of Article date nomination system specified nomination system specified in in the Company Act and its related Article 192-1 of the Company Act 2. The terminology used by competent authority is regulations, and the shareholders and its related regulations, and the "ballot". shall elect the directors from among shareholders shall elect the directors the nominees listed in the roster from among the nominees listed in (Note added: for this of director candidates, which isanthe roster of director candidates. part, there is no differnounced by this Company . The election of Independent direcence in English translaThe election of Independent directors and non-independent directors tion) tors and non-independent directors shall be held together; provided, shall be held together; provided, however, that the number of indehowever, that the number of independent directors and non-independent directors and non-indepenpendent directors elected shall be dent directors elected shall be calcucalculated separately.

The election of Independent directors and non-independent directors tors and non-independent directors shall be held together; provided, shall be held together; provided, however, that the number of indehowever, that the number of independent directors and non-independent directors and non-indepenpendent directors elected shall be dent directors elected shall be calcucalculated separately. lated separately. In the election of directors, each In the election of directors, each share shall have voting rights equivshare shall have voting rights equivalent to the number of seats to be alent to the number of seats to be elected and such voting rights can elected and such voting rights can be combined to vote for one person be combined to vote for one person or divided to vote for several peror divided to vote for several persons. sons. The directors shall be elected The directors shall be elected through open ballot. The names of through open ballot. The names of the voters shall be represented by the voters shall be represented by shareholder account number or atshareholder account number or attendance card number. tendance card number. The board of directors shall prepare The board of directors shall prepare the ballots. The format and conthe ballots. The format and contents to be filled in are subject to the tents to be filled in are subject to the printed ballot. The voters shall not printed ballot. The voters shall not add, delete or alter the ballots withadd, delete or alter the ballots without authorization. The ballot should out authorization. The ballot should be placed into the ballot box desigbe placed into the ballot box designated by the Chair. nated by the Chair. In addition to the preceding two In addition to the preceding two sections, shareholders may exercise sections, shareholders may exercise their voting right in writing or by their voting right in writing or by way way of electronic transmission in a of electronic transmission in a shareshareholders' meeting, which methholders' meeting, which methods ods will be described in the sharewill be described in the shareholdholders’ meeting notice. ers’ meeting notice.

Amended Article

Current Article

Explanation

1. The terminology used by The directors and the number of The directors and the number of competent authority is seats are designated by the Articles seats are designated by the Articles "ballot". of Incorporation and the announceof Incorporation and the announce(Note added: for this part, ment of this Company, with voting ment of this Company, with voting there is no difference in rights separately calculated for inrights separately calculated for inEnglish translation) dependent and non-independent dependent and non-independent director positions. Candidates who director positions. Candidates who acquire more votes should win the acquire more votes should win the seats of directors. If two or more seats of directors. If two or more persons acquire the same number persons acquire the same number of votes and the number of such of votes and the number of such persons exceeds the specified seats persons exceeds the specified seats available, such persons acquiring the available, such persons acquiring the same votes shall draw lots to decide same votes shall draw lots to decide who should win the seats available, who should win the seats available, and the Chairman shall draw lots on and the Chairman shall draw lots on behalf of the candidate who is not behalf of the candidate who is not present present 3-1 In alignment with the Deleted adjustment of article order, delete this article number without content. 4. 4-1. 1. The provisions contained A voter may only enter he candiIf a candidate is a shareholder, a in the original Article date's number designated on the voter must enter the candidate's 4-1 shall be moved to roster in the "candidate" column of account name and shareholder acArticle 4, the provisions the ballot, or a voter may enter the count number in the"candidate" colof the original Article 4 full name of the natural person canumn of the ballot; ffor a non-sharedesignated as the ballot didate and/or the full name of the holder, the voter shall enter the examiner shall be moved governmental organization or juriscandidate's full name and identity to Article 5, and the tic-person shareholder that the cancard number. However, when the provisions of the subsedidates represents; the "candidate" candidate is a governmental organiquent Articles shall be - - column can only be filled in with one candidate’s information; in the zation or juristicer, the name of the governmental person sharehold adjusted sequentially. event that the name entered into the organization or juristic-person 2. This Company had adcandidate column is the same as the shareholder shall be entered in the opted candidate nomother candidate, the voter shall add column for the candidate's account ination system for the the candidate’s number in the canname in the ballot paper, or both the election of its directors, - and the shareholders didate column to specify whom he/ name of the governmental organi she vote for. zation or juristic-person shareholder shall only elect the directors from among the and the name of its representative nominees listed in the may be entered. When there are roster of director candimultiple representatives, the names dates. It is proposed to of each respective representative shall be entered simplify the requisite information to be fill in the ballot.

5. Comp[arison Table for Amendment of "Procedures for ] Election of Directors "

5.

4.

The original second section of this Article overlaps with the con-tent of Article 6 (Article 7 of the amended article) and shall be deleted

Article order adjustment.

Before the election begins, the Chair Before the election begins, the Chair shall appoint two ballot examiner shall appoint two ballot examiner and several counting persons to perand several persons to perform the form the respective duties of monirespective duties of monitoring and toring and counting the ballots. counting the ballots.

Amended Article Current Article Explanation
1. 1. 1. Article order adjustment. The job of the ballot examiner is as The job of the ballot examiner is as follows: follows: 2. In alignment with the amendment of current
(1) Before the voting starts, open the (1) Before the voting starts, open the Article 6 (Amendment
ballot box in public and place of ballot box in public and place of Article 7) of this Proce-
seal on the ballot box. seal on the ballot box. dures, it is proposed to
(2) Maintain the voting order and (2) Maintain the voting order and amend paragraph (4) of
monitor the voting procedures to monitor the voting procedures to this Article.
prevent non-compliance and illeprevent non-compliance and illegality. gality.
(3) After the voting is completed, un(3) After the voting is completed, unsealed to collect the ballots and sealed to collect the ballots and check the number of votes. check the number of votes.
(4) Check if there are any invalid bal(4) Check if there are any void ballots. lots.
(5) Supervise the persons to check (5) Supervise the persons to check the ballots to record the votes the ballots to record the votes obtained from each candidate, obtained from each candidate, and work with the staff to make a and work with the staff to make a vote report. vote report.
(6) Seal the ballots into a bag with a (6) Seal the ballots into a bag with a signature as a proof of sealing. signature as a proof of sealing.
1. 1. 1. Article order adjustment. A ballot is invalid under any of the A ballot is void (Spoilt vote) under 2. Amend the provision in following circumstances: any of the following circumstances: this section to read "in(1) The ballot not prepared by the (1) Those who do not use the voting valid" instead of "void"
Board of Directors, not placed in ballot, wrongly place their balin line with the terminol-
the designated ballot box, or of which any part being added, delots, or make alterations as specogy used by the compeleted, or altered. ified in these Measures. tent authority.
(2) The number of candidates filled in (2) The number of candidates filled 3. In accordance with the the ballot exceed the announced in the ballot exceed the number amendments stipulated number of the seats to be elected. of the seats to be elected as per in Article 41 (Amend-
(3) Not filled in accordance with Artithe regulations. ment Article 4) of this cle 4 or ballots with other written Procedures, delete paracharacters or symbols in addition (3) Violation of the first paragraph of graphs to the candidate's name. Article 4-1 or writing other char4. The rest of the amend-
(4) The writing is unclear and illegiacters or symbols. ments are in accordance
ble. (4) The writing is unclear and illegiwith the relevant content
(5) A blank ballot is placed in the balble of this Procedures, and lot box. (5) If the candidate is a shareholder, the text is revised ac-
(6) The total votes cast by the voter - his/her account name or share cordingly.
exceeding the total voting rights holder account number does not
of such voters. match those listed in the share register.

5. Comp[arison Table for Amendment of "Procedures for ] Election of Directors "

(6)A blank ballot is placed in the ballot box (7)If the candidate is a non-shareholder, his/her name, ID number or passport number cannot be verified or the verification does not match (8)The total votes cast by the voter exceeding the total voting rights of such voters. (9) The name of the candidates filled in the ballots being the same as another candidate's name and the respective shareholder's numbers (ID numbers) not being indicated to distinguish them.

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Amended Article Current Article Explanation
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Amended Article	Current Article	Explanation

8. (Same as existing provision)	7. The time for voting shall be announced by the Chair. The votes shall be calculated on-site immediately after the end of the poll without reading out the voter’s name. After the votes counting is finished, a vote counting report shall be made.	Article order adjustment.
9. The vote counting report in the pre- ceding Article shall record the total number of votes cast, the number of valid ballots, the number ofinvalid ballotsand the list of directors elect- ed, and shall be signed by the ballot examiner and the counting persons.	8. The vote counting report in the pre- ceding Article shall record the total number of votes cast, the number of valid ballots, the number ofvoid ballotsand the list of directors elect- ed, and shall be signed by the ballot examiner and the counting persons.	1. Article order adjustment. 2. In alignment with the amendment of Article 6 of this Procedures (amendment of Article 7), the text shall be re- vised accordingly
10. (Same as existing provision)	9. The results of the election, the list of candidates elected as directors and the number of votes with which they were elected, shall be announced by the Chair at the meeting.	Article order adjustment.
11. (Same as existing provision)	10. Matters not specified in this Proce- dures shall be proceeded in accor- dance with the Company's Articles of Incorporation, Rules and Proce- dures of Shareholders' Meeting, the Company Act and other relevant laws and regulations.	Article order adjustment.
12. (Same as existing provision)	11. This Procedures and any amend- ment thereof shall be imple- mented after the approval of share-holders' meeting.	Article order adjustment.

5. Comp[arison Table for Amendment of "Procedures for ] Election of Directors "

Amended on June 10, 2015

Appendix 1 Rules of Shareholders' Meeting

The Company's shareholders' meeting shall be handled in accordance with the Rules.
Attending shareholders (or proxies) shall show their attendance certificates and submit sign-in 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.
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 onethird 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.

1. Rules of Shareholders' Meeting

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
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.

1. Rules of Shareholders' Meeting

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.
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.

1. Rules of Shareholders' Meeting

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.

Amended on June 6, 2019

Appendix 2 Home page

Article of Incorporation

Chapter I. General Articles

Article 1.
The company is incorporated pursuant to the Company Act and named “TSRC Corporation”
Article 2. The operation function of business includes the following:
manufacturing C801060 Synthetic rubber.
manufacturing C804020 Industrial rubber products.
manufacturing C804990 Other rubber products manufacturing.
D101040 Ofunpublic power generation
D401010 Energy supply.
F401010 International trade.
ZZ99999 Business not prohibited or restricted by laws, other than business under license.
Article 2-1. the capital of the investment is free from the restriction of 40% of the company's paid-in capital when the company invests in a company, as a limited liability shareholder
Article 2-2. The company may grant guarantees for business or investment .
Article 3. The Company is incorporated and registered in Kaohsiung City. The Company may establish domestic and overseas branches or factories which is constructed changed, and wind-up shall be resolved by the Board of Directors.
Article 4. All announcement of the company shall be in accordance with the Company Law.

Chapter II. Shares

Article 5. The authorized capital of the Company is NT$ 12 billion and is divided into 1,200,000,000 shares with NT$ 10 per share. The Board of Directors is authorized to issue it by times when needed.

It is 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.

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"

2. Articles of Incorporation

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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. Stock transfer and register actions shall be stopped within 60 days before annual shareholders' meetings and within 30 days before temporary shareholders' meetings as well as within 5 days before the record dates for distribution of dividend or other interests.
Article 11.
"Deleted"

Chapter III. Shareholders' Meeting

Article 12. The shareholders' meeting includes Annual meeting and extraordinary meeting. The annual meeting shall be held once a year and within six months after the end of fiscal year.
The extraordinary meeting shall be held pursuant to laws.
The annual shareholders' meeting shall be notified to the shareholders before 30 days , and in the case of the extraordinary shareholders' meeting, shall be notified before 15 days, provided that the meeting may be notified to the share-holders who hold less than 1,000 registered shares by public notice.
Article 13. The chairman of the annual shareholders' meeting is served by the chairman of the board.
When the shareholders' meeting is convened by other convener other than the Board of Directors, the chairman 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 14. The company's shareholders shall, unless other law is regulated, have one voting right per share.
A representative is authorized by proxy of the shareholder may attend the shareholders' meeting, provided proxy of Te company printed which included scope of authorization.
Other than the trust business or stock brokers approved by the competent securities authority, any person who is a represented 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 delivered to the company 5 days prior to the meeting. Where it is repeated, the one served first shall be effective. However, this is not applicable if a declaration to withdraw a prior proxy is made.
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 after the proxy is delivered to the Company,, 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.

2. Articles of Incorporation

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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 for a shareholders' meeting shall be no less than the half of the total issued shares and resolution of the shareholders' meeting shall be passed no less than half of votes of the present shareholders.

Chapter IV. Directors

Article 16. The Company establishes 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 Board of Directors establishes 3 independent directors in the particular number of directors set forth in the previous Article.
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.
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 membersin 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. Directors shall select one director among themselves as the chairman of the board who will represent the company 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 absent 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 acting among themselves.

2. Articles of Incorporation

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Article 19. The Board of Directors decides the business strategies of the company and other important matters unless The Company Act or Article of Incorporation regulated be resolved with shareholders' 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 appoint one of the other directors to act on his/her behalf.

The proxy mentioned in previous paragraph is limited to one appointed person. The notice for convening board meetings can be send in written form, fax or email.

Article 20. Article 20

Unless otherwise specified, resolution of the Board shall be carried out under the agreement of more than half of the present directors with more than half of the directors being present in the meeting.

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 and in reference to the standard of the same industry.
Article 24. "Deleted"
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 committees. The regulations governing the exercise 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

Article 25. The company shall have several managers. Their appointment and dismissal shall be handled in accordance with Article 29 of The Company Act.
The managers mentioned in the previous paragraph are entitled to sign on behalf of the company in accordance with the authorized scope in the relevant regulations.
Article 26.

"Deleted"

Article 27. In accordance with instruction of the Chairman and resolution of the Board, the Manager shall handle affairs of the Company within the scope of his or her own duties.

2. Articles of Incorporation

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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 Ratification..
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 industries run by our company have reached an increasingly mature and stable stage. At present, it is actively moving towards globalization and diversification. In order to cooperate with the company's long-term planning and strive for sustainable growth of the company, the company has formulated the following dividend policy: When allocating the earnings for each fiscal year, the Company may, after offsetting losses from previous years, after paying taxes, as per the law and after 10% of the statutory surplus reserve is raised before the special surplus reserve is set up or turned over under the Securities and Exchange Act, the balances, when added to the unallocated surplus in the preceding period, are thereafter available for distribution and a surplus allocation proposal is submitted. For the distribution of shareholders' dividends in the preceding paragraph, the cash dividend shall not be less than 20% of the total distribution. The above-mentioned distribution of surplus shall be drawn up by the Board and shall be submitted to the shareholders' General Meeting for resolution.
Article 30. "Deleted"
Article 31. The Company may, in accordance with Article 241 of the Company Act, distribute part or all of its statutory surplus reserve and capital reserve as new shares or in cash in propor¬tion to the original share capital held by a shareholder, by resolution at the Shareholders' General Meeting.
Article 32. When the legal earned surplus has reached paid-in capital，then allocation shall be stopped with the resolution in the shareholders' meeting.

Chapter VII. Supplementary Provisions

Article 33. "Deleted"
Article 34. Any matters not provided in these Articles of incorporation shall be subject to the Company Act and the relevant laws.

2. Articles of Incorporation

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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. 37th amendment is made on June 6th, 2019.

2. Articles of Incorporation

April 21, 2020

Appendix 3 Home page

Disclosure of Directors' Shareholdings

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Stockholders
Job title Name Shares held
No .
Wei Dah Development Co.,Ltd.
Chairman 17471 53,708,923
Representative: Nita Ing
Han-De Construction Co.,Ltd.
Director
Representative: Jing-Lung Huang
Han-De Construction Co.,Ltd.
Director 147214 63,093,108
Representative: Chin-Shan Chiang
Han-De Construction Co.,Ltd.
Director
Representative: John T. Yu
Independent Di-
Robert Hung 0
rector
Independent Di-
Sean Chao 0
rector
Independent Di-
Rex Yang 0
rector
Shareholdings of Directors subtotal 116,802,031
Minimum shareholdings of Directors 26,422,719
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Remark: Up until April 21, 2020, share capital on book closure date, there are 825,709,978 shares.

3. Disclosure of Directors' Shareholdings

AI assistant

TSRC — AGM Information 2020

51969_rns_2020-07-01_02db01c7-f273-4f1c-a3c5-a72ad37d12d4.pdf

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Table of Contents

Agenda for 2020 Annual Meeting of Shareholders (translation)

II. Attachment

Matter to be Reported

(1)To Report 2019 Employee's Compensation and Director's Compensation

Matter to be Ratified

Ratification Proposal I (Proposed by the Board of Directors)

Matter to be Ratified

Ratification Proposal II (Proposed by the Board of Directors)

TSRC CORPORATION

Matter to be Discussed

Discussion Proposal I (Proposed by the Board of Directors)

Matter to be Discussed

Discussion Proposal II (Proposed by the Board of Directors)

Matter to be Discussed

Discussion Proposal III (Proposed by the Board of Directors)

Matter to be Discussed

Discussion Proposal IV (Proposed by the Board of Directors)

Other Business and Motions

Adjournment

Attachment 1

Business Report, Financial Statement and Audit Committee's Audit Report for 2019

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

2019 Business Report

Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

Basis for Opinion

Emphasis of Matter

Key Audit Matters

1. Revenue recognition

2. Inventory measurement

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

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

KPMG

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

Total assets

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

2. Inventory measurement

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

Auditors' Responsibilities for the Audit of the Financial Statements

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

KPMG

TSRC CORPORATION

Balance Sheets

Total assets

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION Statements of Comprehensive Income

1. 2019 Business Report, Financial Statement and Audit Committee's Audit Report

TSRC CORPORATION

Statements of Changes in Equity

TSRC CORPORATION

Statements of Cash Flows

III. Audit Report of Audit Committee'

Audit Report of Audit Committee'

Robert Hung

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

Article 9

TSRC AGM Information 2020