Stock Code ： 1309

Taita Chemical Company, Limited Handbook for the

2022 Annual General Meeting of Shareholders

Date ： May 27, 2022

Location ： 5F., No.2, Yuanshan Rd., Niaosong Dist.,

Kaohsiung City, Taiwan (R.O.C.) (Physical shareholders meeting) The Grand Hotel Kaohsiung, Po Shou Hall

Meeting Procedure ............................................................................ 2 Meeting Agenda ................................................................................. 3 Report Items........................................................................................ 4 Matters for Ratification and Discussion ......................................... 9 Extemporary Motions ..................................................................... 50 Appendices ：、 1 Parliamentary Rules for Shareholders’ Meetings ................ 51 、 2 Articles of Incorporation ......................................................... 61 、 3 Operating Procedure for Acquisition or Disposition of Assets (Before Amendment) ................................................................ 67 、 4 Stake of Directors .................................................................... 100 、 5 The Impact of Stock Dividend Issuance on Business Performance, EPS and ROE .................................................. 101 、 6 Description of the Handling of Stockholder Proposals .... 103

Taita Chemical Company, Limited Procedure of the 2022 Annual General Meeting

of Shareholders

Announcement of the Commencement of the

Meeting

2. Chairperson Takes Chair

Opening Speech of the Chairperson

4. Report Items

Matters for Ratification and Discussion
Extemporary Motions

7. Adjournment

Taita Chemical Company, Limited Year 2022

Agenda of Annual General Meeting of Shareholders

Date ： May 27, 2022 (Friday) PM 01:00

Location ： 5F., No.2, Yuanshan Rd., Niaosong Dist.,

Kaohsiung City 83341, Taiwan (R.O.C.)

（ Physical shareholders meeting ）

The Grand Hotel Kaohsiung, Po Shou Hall

Report Items ：
(1) To report 2021 operating results.
(2) To report Audit Committee's Review Reports of 2021 Financial Statement.
(3) To report 2021 remuneration of directors and employees.
Matters for Ratification and Discussion ：
(1) To ratify 2021 Business Report and Financial Statements. (2) To ratify 2021 Earnings Distribution.
(3) To approve the capitalization on part of dividends.
(4) To approve the amendment to the Operating Procedure for Acquisition or Disposition of Assets.
(5) To approve the permission of directors for competitive actions.
Extemporary Motions ：
Adjournment
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I. Report Items `：` Report 1

To report 2021 operating results.

Taita Chemical Company, Limited. 2021 Business Report

Our 2021 net revenue increased by about 43% at NT$ 4.732 billion from NT$10.994 billion in 2020 to NT$15.726 billion, with a budget accomplishment rate of 159%, net income before tax of NT$2.33 billion, net income after tax of NT$1.85 billion, and EPS at NT$4.89.

In 2021, despite the impact of COVID-19 and marine transportation, our efforts in cultivating direct customers helped maintain full production and full sales for the ABS range. Additionally, thanks to the active cultivation of the Southeast Asian and South Asian markets with a lower market share but more favorable to transportation, the EPS sales of Qianzhen Plant increased by about 11% at 6,500MT over last year. However, GPS saw a production loss of about 3,400MT because of power outages (Taiwan Power Company) and unscheduled downtimes, leading to a slight sales drop by 0.5% over last year.

The sales performance of individual product ranges is as follows:

The ABS production and sales volumes were 123,000MT and 121,000MT respectively, with a profit of NT$1.541 billion.

The GPS/IPS production and sales volumes were

97,000MT and 95,000MT respectively, with a profit of NT$346 million.

The EPS production and sales volumes increased by 7,000MT and 5,000MT over last year respectively to 60,000MT and 58,000 respectively, with a profit of NT$95 million. The combined ABS/PS production and sales volumes were 280,000MT and 274,000MT respectively, with a budget accomplishment rate of 99%. Revenues increased by NT$468 million over last year to NT$15.19 billion, with an operating margin of NT$1.982 billion.

The production and sales (combined with imported rockwool) volumes of glass wool products were 8,700MT and 13,100MT respectively, with a revenue of NT$495 million and profit increase by NT$5 million over last year to NT$43 million.

The sales volume of flexographic products was 50,000JIG, and revenue was reduced by NT$10 million to NT$41 million.

The operating profit of the above major products plus the income from raw material sales at NT$10 million totaled NT$2.025 billion.

Non-operating income recognized by the equity method was NT$283 million. The net income from rent was NT$29 million. The dividend income was NT$19 million. The foreign exchange loss was NT$29 million. Other non-operating income was NT$3 million. The total non-operating income was NT$305 million.

Looking ahead to 2022, a persistent cautious response is

required to face the potential impact of COVID-19, inflation, and geopolitical risk. Overall, besides implementing full production and full sales, we will focus on optimizing customer and product portfolios. These will include increasing the proportion of direct customers for ABS, boosting the sales proportion of injection-grade GPS, accomplishing full production and full sales of EPS and increasing the sales proportion of general grade EPS. Additionally, we will maintain stock control over raw materials and finished products to prevent market fluctuation from lowering operational performance. In terms of technology, manufacturing, market, application, product, and investment, we will continue to assess and plan capacity improvement, process efficiency enhancement, and new product and application R&D with the proposals from brainstorming of all departments in order to boost operations based on full production and full sales.

Chairman ： Wu, Yih-Guei President ： Wu, Pei-Chi

Chief Accounting Office ： Lin, Jin-Cai

Report Items `：`

Report 2

To report Audit Committee's Review Reports of 2021 Financial Statement.

Taita Chemical Company, Limited

Audit Report

This Audit Committee has audited the 2021 Business Report produced by the Board of Directors, the financial statements (including consolidated and individual financial statements) audited and certified by CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan, and the proposal for profit distribution and found no nonconformity. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is presented for approval to AGM.

Taita Chemical Company, Limited 2022 Annual General Meeting of Shareholders

Audit Committee, Taita Chemical Company, Limited Independent Director ： Chen, Tyan-Wen Independent Director ： Way, Yung-Do Independent Director ： Lee, Kuo-Shiang Independent Director ： James Yuan

March 9, 2022

Report Items `：`

Report 3

To report 2021 remuneration of directors and employees. Description ： 1. Proceeded in accordance with related orders

of the Ministry of Economic Affairs and Article 25 of the Articles of Incorporation of the Company.

The compensation for employees in 2021 will be distributed in cash at 1%, NT$23,533,915, of the 2021 earnings, and no compensation will be distributed to directors.
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II. Matters for Ratification and Discussion `：`

Proposal 1

Proposed by the Board To ratify 2021 Business Report and Financial Statements. Description: 1. The 2021 financial statements (including consolidated and individual financial statements) approved by the Board on March 9, 2022 are audited by CPA Hsiu-Chun Huang and CPA Cheng-Chun Chiu of Deloitte Taiwan and the Audit Committee for the record.

Please refer to p.4-6 of this Handbook for the 2021 Business Report and p.10-31 for the CPA Audit Report and the financial statements.

Resolution `：`

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Taita Chemical Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Taita Chemical Co., Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

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, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the

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consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2021 are stated as follows:

Authenticity of the Recognition of Sales Revenue from Customers of Specific Products

Due to the market demand and the fluctuation of international crude oil price, the sales revenue of the Group has increased significantly in 2021, compared to 2020. However, the sales revenue of 2021 was mainly from specific products, and the sales revenue from some customers has increased significantly in great amounts. Whether these sales revenues are recognized when the contractual obligations are actually met will have a significant impact on the consolidated financial statements and is therefore the key audit matter for the year.

For relevant accounting policies and disclosures of the recognition of sales revenue, please refer to Notes 4 and 24 of the consolidated financial statements.

We performed the corresponding audit procedures, for the authenticity of the recognition of sales revenue, as follows:

We understand and test the Group’s internal control procedures on the recognition of sales revenue and its effectiveness. Also, we evaluate the appropriateness of the accounting policies used by management for the recognition of sales revenue.
We verify the authenticity of the recognition of sales revenue by examining the certificate of sales transactions, including purchase orders, shipping orders, export documents and collection information.
We review any occurrence of sales returns, discounts and allowances, and whether there are any abnormalities in the collections after the balance sheet date.

Other Matter

We have also audited the financial statements of Taita Chemical Co., Ltd. for the years ended December 31, 2021 and 2020 on which we have issued an unmodified 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 consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

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 auditors’ 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 the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche

Taipei, Taiwan, Republic of China

March 9, 2022

Notice to Readers:

The consolidated financial statement (Chinese version) of our company is audited by the CPA Huang, Hsiu-Chun and CPA Chiu, Cheng-Chun of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.

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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

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2021 2020
Code ASSETS Amount ％ Amount ％
CURRENT ASSETS
1100 Cash and cash equivalents (Notes 4 and 6) $ 2,598,283 24 $ 2,458,506 26
1110 Financial assets at fair value through profit or loss - current (Notes 4 and 7) 695,975 7 361,424 4
1140 Financial assets at amortized cost - current (Notes 4, 9 and 31) 3,809 - 3,000 -
1150 Notes receivable (Notes 4 and 10) 255,365 2 342,964 4
1170 Accounts receivable (Notes 4, 5 and 10) 2,213,149 21 1,875,137 20
1180 Accounts receivable from related parties (Notes 4, 5, 10 and 30) - - 27 -
1200 Other receivables (Notes 4 and 10) 112,786 1 65,473 1
1210 Other receivables from related parties (Notes 4, 10 and 30) 3,536 - 1,748 -
130X Inventories (Notes 4, 5 and 11) 1,185,759 11 740,852 8
1410 Prepayments and other current assets 221,674 2 92,989 1
11XX Total current assets 7,290,336 68 5,942,120 64
NON-CURRENT ASSETS
1520 Financial assets at fair value through other comprehensive income -
non-current (Notes 4 and 8) 476,731 4 341,497 4
1550 Investments accounted for using the equity method (Notes 4, 5, and 13) 693,810 6 604,638 7
1600 Property, plant and equipment (Notes 4, 14, 18, 30 and 31) 2,007,587 19 2,076,043 22
1755 Right-of-use assets (Notes 4, 15, 18, 30 and 31) 73,370 1 79,351 1
1760 Investment properties, net (Notes 4, 16, 18 and 31) 108,178 1 108,178 1
1780 Intangible assets (Notes 4 and 17) 4,094 - 5,406 -
1840 Deferred tax assets (Notes 4 and 26) 65,703 1 64,582 1
1990 Other non-current assets (Note 31) 24,850 - 24,055 -
15XX Total non-current assets 3,454,323 32 3,303,750 36
1XXX TOTAL $ 10,744,659 100 $ 9,245,870 100
Code LIABILITIES AND EQUITY
CURRENT LIABILITIES
2100 Short-term borrowings (Notes 14, 15, 18 and 31) $ 350,000 3 $ 150,000 2
2120 Financial liabilities at fair value through profit or loss - current (Notes 4 and
7) - - 434 -
2170 Accounts payable (Note 19) 1,029,476 10 1,179,603 13
2180 Accounts payable from related parties (Notes 19 and 30) 28 - 498 -
2200 Other payables (Note 20) 429,580 4 408,773 4
2220 Other payables from related parties (Note 30) 6,795 - 4,178 -
2230 Current tax liabilities (Notes 4 and 26) 456,961 4 392,544 4
2280 Lease liabilities - current (Note 4, 15 and 30) 4,564 - 4,514 -
2365 Refund liabilities - current (Note 21) 897 - 879 -
2399 Other current liabilities 64,859 1 28,754 -
21XX Total current liabilities 2,343,160 22 2,170,177 23
NON-CURRENT LIABILITIES
2540 Long--term borrowings (Notes 14, 16, 18 and 31) 300,000 3 300,000 3
2570 Deferred tax liabilities (Notes 4 and 26) 209,012 2 170,735 2
2580 Lease liabilities - non-current (Note 4, 15 and 30) 38,374 - 42,938 1
2640 Net defined benefit liabilities - non-current (Note 22) 186,419 2 201,796 2
2670 Other non-current liabilities 5,881 - 4,418 -
25XX Total non-current liabilities 739,686 7 719,887 8
2XXX Total liabilities 3,082,846 29 2,890,064 31
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 13 and
23)
Share capital
3110 Common stock 3,786,541 35 3,442,310 37
3200 Capital surplus 992 - 816 -
Retained earnings
3310 Legal reserve 273,706 3 81,781 1
3320 Special reserve 308,061 3 308,061 4
3350 Unappropriated earnings 2,943,210 27 2,326,852 25
3300 Total retained earnings 3,524,977 33 2,716,694 30
3400 Other equity 349,303 3 195,986 2
3XXX Total equity 7,661,813 71 6,355,806 69
TOTAL $ 10,744,659 100 $ 9,245,870 100
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The accompanying notes are an integral part of the consolidated financial statements.

Notice to Readers:

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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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2021 2020
Code Amount ％ Amount ％
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4100 NET REVENUE (Notes 4, 21, 24 and 30) $ 20,771,165 5110 COST OF GOODS SOLD (Notes 11, 22, 25 and 30) 17,385,209 5900 GROSS PROFIT 3,385,956 OPERATING EXPENSES (Notes 10, 22, 25 and 30) 6100 Selling and marketing expenses 953,213 6200 General and administrative expenses 166,825 6300 Research and development expenses 18,546 6000 Total operating expenses 1,138,584 6900 PROFIT FROM OPERATIONS 2,247,372 NON-OPERATING INCOME AND EXPENSES (Notes 7, 9, 13, 25 and 30) 7100 Interest income 41,853 7010 Other income 71,396 7020 Other gains and losses ( 22,902 ) 7060 Share of profit of associates 74,888 7510 Finance costs ( 5,163) 7000 Total non-operating income and expenses 160,072	100 $ 15,498,381 84 12,375,109 16 3,123,272 4 514,070 1 167,216 - 20,523 5 701,809 11 2,421,463 - 33,052 - 54,889 - ( 63,253 ) 1 56,841 - ( 21,003) 1 60,526	100 80 20 3 1 - 4 16 - - - - - -

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2021 2020
Code Amount ％ Amount ％
7900 PROFIT BEFORE INCOME
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TAX $ 2,407,444 7950 INCOME TAX EXPENSE (Notes 4 and 26) 557,512 8200 NET PROFIT FOR THE YEAR 1,849,932 OTHER COMPREHENSIVE INCOME (LOSS) (Notes 8, 13, 22, 23 and 26) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans ( 10,886) 8316 Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 135,234 8320 Share of the other comprehensive income (loss) of associates accounted for using the equity method - unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 36,974 8330 Share of the other comprehensive income (loss) of associates accounted for using the equity method - remeasurement of defined benefit plans ( 247) 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 2,177 163,252 (Continued on the next page)	12 $ 2,481,989 3 562,171 9 1,919,818 - ( 1,500) 1 132,192 - 36,175 - 628 - 300 1 167,795	16 4 12 - 1 - - - 1

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2021 2020
Code Amount ％ Amount ％
8360 Items that may be
reclassified
subsequently to profit
or loss:
8361 Exchange differences
on translating the
financial
statements of
foreign operations ( $ 20,716 ) - $ 85,673 1
8371 Share of the other
comprehensive
loss of associates
accounted for
using the equity
method - exchange
differences on
translating the
financial
statements of
foreign operations ( 2,734 ) - 160 -
8399 Income tax relating
to items that may
be reclassified
subsequently to
profit or loss 4,559 - ( 17,148 ) -
( 18,891 ) - 68,685 1
8300 Other comprehensive
income for the
year, net of
income tax 144,361 1 236,480 2
8500 TOTAL COMPREHENSIVE
INCOME FOR THE YEAR $ 1,994,293 10 $ 2,156,298 14
EARNINGS PER SHARE
(Note 27)
9710 Basic $ 4.89 $ 5.07
9810 Diluted $ 4.88 $ 5.06
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The accompanying notes are an integral part of the consolidated financial statements. Notice to Readers:

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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

			Equityattributable to owners of the company (Notes 13 and 23)							Total equity
Share capital Shares (In Thousands) Amount 334,205 $ 3,342,048 - - - - 10,026 100,262 - - - - - - 344,231 3,442,310 - - - - 34,423 344,231 - - - - - - - - 378,654 $ 3,786,541		Capital surplus	Retained earnings		Total $ 997,971 - 100,261 ) 100,262 ) - 1,919,818 572) 2,716,694 - 688,462 ) 344,231 ) - 1,849,932 8,956) 1,840,976 $ 3,524,977		Other equity
						Exchange differences on translating the financial statements of foreign operations ( $ 194,326 ) - - - - - 68,685 ( 125,641 ) - - - - - ( 18,891) ( 18,891) ( $ 144,532 )	Unrealized gain (loss) on financial assets at fair value through other comprehensive income $ 153,260 - - - - - 168,367 321,627 - - - - - 172,208 172,208 $ 493,835
Shares (In Thousands) 334,205 - - 10,026 - - - 344,231 - - 34,423 - - - - 378,654	Long-tern equity investment $ 514 - - - 6 - - 520 - - - 33 - - - $ 553
				( ( ( ( ( (		( ( ( ( (		(	( (	$ 4,299,763 - 100,261 ) - 6 1,919,818 236,480 6,355,806 - 688,462 ) - 176 1,849,932 144,361 1,994,293 $ 7,661,813

Notice to Readers:

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TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

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Code 2021 2020
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Code			2021		2020
	CASH FLOWS FROM OPERATING
	ACTIVITIES
A10000	Profit before income tax		$ 2,407,444		$ 2,481,989
A20010	Adjustments for:
A20100	Depreciation expenses		199,749		203,757
A20200	Amortization expenses		1,752		2,042
A20300	Gain on reversal of expected credit
	loss	(	1,697 )	(	5,334 )
A20400	Net gain on fair value change of
	financial assets and liabilities at
	fair value through profit or loss	(	1,254 )	(	22,139 )
A20900	Finance costs		5,163		21,003
A21200	Interest income	(	41,853 )	(	33,052 )
A21300	Dividend income	(	19,077 )	(	7,555 )
A22300	Share of profit of associates	(	74,888 )	(	56,841 )
A22500	Loss on disposal of property, plant
	and equipment		729		19,635
A23200	Loss on disposal on investments
	accounted for using the equity
	method	(	153 )		173
A23700	(Reversal of) write-down of
	inventories		2,005	(	359 )
A23800	Impairment loss recognized on
	property, plant and equipment		39		22,078
A29900	Recognition of refund liabilities		6,944		7,576
A30000	Changes in operating assets and
	liabilities
A31115	Financial assets at fair value
	through profit or loss	(	333,731 )	(	32,379 )
A31130	Notes receivable		85,307	(	51,664 )
A31150	Accounts receivable	(	344,733 )		62,381
A31160	Accounts receivable from related
	parties		27		9,367
A31180	Other receivables	(	45,298 )		12,190
A31190	Other receivables from related
	parties	(	1,789 )		5,989
A31200	Inventories	(	518,345 )		6,595
A31230	Prepayments and other current
	assets	(	58,214 )		36,980
A32150	Accounts payable	(	149,859 )		495,096
A32160	Accounts payable from related
	parties	(	470 )	(	324 )
A32180	Other payables		20,675		103,812
A32190	Other payables from related parties		2,617	(	3,883 )
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Code 2021 2020
A32230 Other current liabilities $ 35,947 $ 2,297
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Code A32230	Other current liabilities		2021 $ 35,947		2020 $ 2,297
A32240	Net defined benefit liabilities	(	26,263)	(	29,618)
A33000	Cash generated from operations		1,150,774		3,249,812
A33100	Interest received		39,736		23,484
A33300	Interest paid	(	5,224)	(	21,835)
A33500	Income tax paid	(	449,065)	(	205,187)
AAAA	NET CASHGENERATED
	FROM OPERATING
	ACTIVITIES		736,221		3,046,274
	CASH FLOWS FROM INVESTING
	ACTIVITIES
B00040	Purchase of financial assets at
	amortized cost	(	811)	(	149,263)
B00050	Proceeds from disposal of financial assets
	at amortized cost		-		149,826
B02700	Payments for property, plant and
	equipment	(	128,203)	(	136,966)
B02800	Proceeds from disposal of property,
	plant and equipment		-		2,381
B03700	Increase in refundable deposits	(	796)	(	254)
B04500	Payments for intangible assets	(	440)		-
B07600	Dividends received		38,819		12,778
B09900	Proceeds from liquidation of
	investments accounted for using
	equity method		153		1,274
BBBB	Net cash used in investing
	activities	(	91,278)	(	120,224)
	CASH FLOWS FROM FINANCING
	ACTIVITIES
C00100	Increase in short-term borrowings		350,000		-
C00200	Decrease in short-term borrowings	(	150,000)	(	1,014,593)
C01600	Proceeds from long-term borrowings		1,600,000		1,000,000
C01700	Repayments of long-term borrowings	(	1,600,000)	(	1,700,000)
C04020	Repayments of the principal portion of
	lease liabilities	(	4,514)	(	4,463)
C04300	Increase in other non-current liabilities		1,481		418
C04500	Cash dividends	(	688,462)	(	99,946)
C04400	Refund of unclaimed overdue cash
	dividends		552		-
C09900	Claim for disgorgement		143		-
CCCC	Cash used in financing activities	(	490,800)	(	1,818,584)
DDDD	EFFECTS OF EXCHANGE RATE
	CHANGES ON THE BALANCE OF
	CASH AND CASH EQUIVALENTS
	HELD IN FOREIGN CURRENCIES	(	14,366)		39,022
EEEE	NET INCREASE IN CASH AND CASH
	EQUIVALENTS		139,777		1,146,488
E00100	CASH AND CASH EQUIVALENTS AT
	THE BEGINNING OF THE YEAR		2,458,506		1,312,018
E00200	CASH AND CASH EQUIVALENTS AT
	THE END OF THE YEAR		$ 2,598,283		$ 2,458,506
The accompanying notes are an integral part of the		consolidated financial		statements.

Notice to Readers:

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Taita Chemical Co., Ltd.

Opinion

We have audited the accompanying financial statements of Taita Chemical Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2021 are stated as follows:

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Authenticity of the Recognition of Sales Revenue from Customers of Specific Products

Due to the market demand and the fluctuation of international crude oil price, the sales revenue of the Company has increased significantly in 2021, compared to 2020. However, the sales revenue of 2021 was mainly from specific products, and the sales revenue from some customers has increased significantly in great amounts. Whether these sales revenues are recognized when the contractual obligations are actually met will have a significant impact on the financial statements and is therefore the key audit matter for the year.

For relevant accounting policies and disclosures of the recognition of sales revenue, please refer to Notes 4 and 23 of the financial statements.

We performed the corresponding audit procedures, for the authenticity of the recognition of sales revenue, as follows:

We understood and test the Company’s internal control procedures on the recognition of sales revenue and its effectiveness. Also, we evaluate the appropriateness of the accounting policies used by management for the recognition of sales revenue.
We verify the authenticity of the recognition of sales revenue by examining the certificate of sales transactions, including purchase orders, shipping orders, export documents and collection information.
We review any occurrence of sales returns, discounts and allowances, and whether there are any abnormalities in the collections after the balance sheet date.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

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

22 -

error, and to issue an auditors’ 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.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to

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communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche

Taipei, Taiwan, Republic of China

March 9, 2022

Notice to Readers:

The financial statement (Chinese version) of our company is audited by the CPA Huang, Hsiu-Chun and CPA Chiu, Cheng-Chun of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.

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TAITA CHEMICAL CO., LTD. BALANCE SHEETS (In Thousands of New Taiwan Dollars) DECEMBER 31, 2021 AND 2020

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2021 2020
Code ASSETS Amount ％ Amount ％
CURRENT ASSETS
1100 Cash and cash equivalents (Notes 4 and 6) $ 425,875 4 $ 365,769 4
1110 Financial assets at fair value through profit or loss - current (Notes 4 and
7) 695,975 7 361,424 4
1136 Financial assets at amortized cost - current (Notes 4, 9 and 30) 3,000 - 3,000 -
1150 Notes receivable (Notes 4 and 10) 44,729 - 41,267 -
1170 Accounts receivable (Notes 4, 5 and 10) 1,787,984 17 1,427,481 16
1180 Accounts receivable from related parties (Notes 4, 5, 10 and 29) 542 - 2,845 -
1200 Other receivables (Notes 4 and 10) 94,017 1 48,732 1
1210 Other receivables from related parties (Notes 4, 10 and 29) 259,271 2 266,680 3
130X Inventories (Notes 4, 5 and 11) 943,406 9 572,238 6
1410 Prepayments and other current assets 138,507 1 64,686 1
11XX Total current assets 4,393,306 41 3,154,122 35
NON-CURRENT ASSETS
1517 Financial assets at fair value through other comprehensive income -
non-current (Notes 4 and 8) 476,725 5 341,491 4
1550 Investments accounted for using the equity method (Notes 4, 5, and 12) 3,770,026 36 3,491,198 39
1600 Property, plant and equipment (Notes 4, 13, 17, 29 and 30) 1,710,988 16 1,777,067 20
1755 Right-of-use assets (Notes 4, 14 and 29) 41,574 - 46,194 -
1760 Investment properties, net (Notes 4, 15, 17 and 30) 108,178 1 108,178 1
1780 Intangible assets (Notes 4 and 16) 4,094 - 5,406 -
1840 Deferred tax assets (Notes 4 and 25) 62,723 1 61,139 1
1900 Other non-current assets (Note 30) 24,786 - 23,999 -
15XX Total non-current assets 6,199,094 59 5,854,672 65
1XXX TOTAL $ 10,592,400 100 $ 9,008,794 100
Code LIABILITIES AND EQUITY
CURRENT LIABILITIES
2100 Short-term borrowings (Note 17) $ 350,000 3 $ 150,000 2
2120 Financial liabilities at fair value through profit or loss - current (Notes 4
and 7) - - 434 -
2170 Accounts payable (Note 18) 947,229 9 1,101,978 12
2180 Accounts payable to related parties (Notes 18 and 29) 28 - 498 -
2200 Other payables (Note 19) 387,449 4 331,379 4
2220 Other payables from related parties (Note 29) 6,795 - 4,178 -
2230 Current tax liabilities (Notes 4 and 25) 443,684 4 321,203 3
2280 Lease liabilities - current (Note 4, 14 and 29) 4,564 - 4,514 -
2365 Refund liabilities - current (Note 20) 897 - 879 -
2399 Other current liabilities 54,332 1 20,827 -
21XX Total current liabilities 2,194,978 21 1,935,890 21
NON-CURRENT LIABILITIES
2540 Short-term borrowings (Notes 13, 15, 17 and 30) 300,000 3 300,000 3
2570 Deferred tax liabilities (Notes 4 and 25) 209,012 2 170,735 2
2580 Lease liabilities - non-current (Note 4, 14 and 29) 38,374 - 42,938 1
2640 Net defined benefit liabilities - non-current (Note 21) 186,419 2 201,796 2
2670 Other non-current liabilities 1,804 - 1,629 -
25XX Total non-current liabilities 735,609 7 717,098 8
2XXX Total liabilities 2,930,587 28 2,652,988 29
Equity (Notes 12 and 22)
Share capital
3110 Common stock 3,786,541 36 3,442,310 39
3200 Capital surplus 992 - 816 -
Retained earnings
3310 Legal reserve 273,706 2 81,781 1
3320 Special reserve 308,061 3 308,061 3
3350 Unappropriated earnings 2,943,210 28 2,326,852 26
3300 Total retained earnings 3,524,977 33 2,716,694 30
3400 Other equity 349,303 3 195,986 2
3XXX Total equity 7,661,813 72 6,355,806 71
TOTAL $ 10,592,400 100 $ 9,008,794 100
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The accompanying notes are an integral part of the financial statements.

Notice to Readers:

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TAITA CHEMICAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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2021 2020
Code Amount ％ Amount ％
----- End of picture text -----

4100 NET REVENUE (Notes 4, 20, 23 and 29) 5110 COST OF GOODS SOLD (Notes 11, 13, 14, 21, 24 and 29) 5900 GROSS PROFIT 5910 UNREALIZED (GAIN) LOSS ON TRANSACTIONS WITH SUBSIDIARIES OPERATING EXPENSES (Notes 10, 14, 21, 24 and 29) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 7, 12, 15, 24 and 29) 7100 Interest income 7010 Other income 7020 Other gains and losses ( 7070 Share of profit of subsidiaries and associates 7510 Finance costs ( 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 25) 8200 NET PROFIT FOR THE YEAR (Continued on the next page)	$ 15,726,081 12,656,293 3,069,788 2,476 910,610 117,884 18,546 1,047,040 2,025,224 1,463 61,833 36,283 ) 282,784 5,163) 304,634 2,329,858 479,926 1,849,932	100 80 20 - ( 6 1 - 7 13 - - - ( 2 - ( 2 15 3 12	$ 10,993,555 8,789,022 2,204,533 419) 459,939 113,464 20,523 593,926 1,610,188 1,755 50,813 63,928 ) ( 670,387 10,802) 648,225 2,258,413 338,595 1,919,818	100 80 20 - 4 1 - 5 15 - 1 1 ) 6 - 6 21 3 18

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2021 2020
Code Amount ％ Amount ％
----- End of picture text -----

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 8, 12, 21, 22 and 25) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans ( 8316 Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 8320 Share of the other comprehensive income (loss) of associates accounted for using the equity method - unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of the other comprehensive income (loss) of associates accounted for using the equity method - remeasurement of defined benefit plans ( 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations ( 8371 Share of the other comprehensive loss of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations (	$ 10,886 ) 135,234 36,974 247 ) 2,177 163,252 22,793 ) 657 )	- ( 1 - - - 1 - -	$ 1,500 ) 132,192 36,175 628 300 167,795 85,738 95	- 1 - - - 1 1 -

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2021 2020
Code Amount ％ Amount ％
8390 Income tax relating to
items that may be
reclassified
subsequently to profit
or loss $ 4,559 - ( $ 17,148 ) -
( 18,891 ) - 68,685 1
8300 Other comprehensive loss
for the year, net of
income tax 144,361 1 236,480 2
8500 TOTAL COMPREHENSIVE
INCOME FOR THE YEAR $ 1,994,293 13 $ 2,156,298 20
EARNINGS PER SHARE (Note 26)
9710 Basic $ 4.89 $ 5.07
9810 Diluted $ 4.88 $ 5.06
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The accompanying notes are an integral part of the financial statements.

Notice to Readers:

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TAITA CHEMICAL CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

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Other equity (Notes 12 and 22)
Exchange Unrealized gain
differences on (loss) on
translating the financial assets
Share capital (Note 22) Capital surplus (Note 22) Retained earnings (Note 22) financial at fair value
Long-tern statements of through other
Shares (In equity Other capital Unappropriated foreign comprehensive
Code Thousands) Amount investment surplus Total Legal reserve Special reserve earnings Total operations income Total Total equity
A1 BALANCE AT JANUARY
1, 2020 334,205 $ 3,342,048 $ 514 $ 296 $ 810 $ 42,017 $ 308,061 $ 647,893 $ 997,971 ( $ 194,326 ) $ 153,260 ( $ 41,066 ) $ 4,299,763
Appropriation of 2019
earnings
B1 Legal reserve - - - - - 39,764 - ( 39,764 ) - - - - -
B5 Cash dividends
distributed by the
Company - - - - - - - ( 100,261 ) ( 100,261 ) - - - ( 100,261 )
B9 Share dividends
distributed by the
Company 10,026 100,262 - - - - - ( 100,262 ) ( 100,262 ) - - - -
T1 Changes in capital surplus - - 6 - 6 - - - - - - - 6
D1 Net profit for the year ended
December 31, 2020 - - - - - - - 1,919,818 1,919,818 - - - 1,919,818
D3 Other comprehensive income
(loss) for the year ended
December 31, 2020, net of
income tax - - - - - - - ( 572 ) ( 572 ) 68,685 168,367 237,052 236,480
D5 Total comprehensive income
(loss) for the year ended
December 31, 2020 - - - - - - - 1,919,246 1,919,246 68,685 168,367 237,052 2,156,298
Z1 BALANCE AT
DECEMBER 31, 2020 344,231 3,442,310 520 296 816 81,781 308,061 2,326,852 2,716,694 ( 125,641 ) 321,627 195,986 6,355,806
Appropriation of 2020
earnings
B1 Legal reserve - - - - - 191,925 - ( 191,925 ) - - - - -
B5 Cash dividends
distributed by the
Company - - - - - - - ( 688,462 ) ( 688,462 ) - - - ( 688,462 )
B9 Share dividends
distributed by the
Company 34,423 344,231 - - - - - ( 344,231 ) ( 344,231 ) - - - -
T1 Changes in capital surplus - - 33 143 176 - - - - - - - 176
D1 Net profit for the year ended
December 31, 2021 - - - - - - - 1,849,932 1,849,932 - - - 1,849,932
D3 Other comprehensive income
(loss) for the year ended
December 31, 2021, net of
income tax - - - - - - - ( 8,956 ) ( 8,956 ) ( 18,891 ) 172,208 153,317 144,361
D5 Total comprehensive income
(loss) for the year ended
December 31, 2021 - - - - - - - 1,840,976 1,840,976 ( 18,891 ) 172,208 153,317 1,994,293
Z1 BALANCE AT
DECEMBER 31, 2021 378,654 $ 3,786,541 $ 553 $ 439 $ 992 $ 273,706 $ 308,061 $ 2,943,210 $ 3,524,977 ( $ 144,532 ) $ 493,835 $ 349,303 $ 7,661,813
The accompanying notes are an integral part of the financial statements.
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Notice to Readers:

29 -

TAITA CHEMICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

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Code 2021 2020
----- End of picture text -----

Code				2021		2020
	CASH	FLOWS FROM OPERATING
	ACTIVITIES
A10000	Profit before income tax			$ 2,329,858		$ 2,258,413
	Adjustments for:
A20100		Depreciation expenses		167,620		166,325
A20200		Amortization expenses		1,752		2,042
A20300		(Reversal of) expected credit loss		2	(	238 )
A20400		Net gain on fair value change of
		financial assets and liabilities at
		fair value through profit or loss	(	1,254 )	(	22,139 )
A20900		Finance costs		5,163		10,802
A21200		Interest income	(	1,463 )	(	1,755 )
A21300		Dividend income	(	19,077 )	(	7,555 )
A22300		Share of profit of subsidiaries and
		associates	(	282,784 )	(	670,387 )
A22500		Loss on disposal of property, plant
		and equipment		139		51
A23200		Loss on disposal on investments
		accounted for using the equity
		method	(	153 )		173
A23700		(Reversal of) write-down of
		inventories		1,030	(	326 )
A23900		Unrealized gain (loss) on the
		transactions with subsidiaries	(	2,476 )		419
A29900		Recognition of refund liabilities		6,944		7,576
A30000	Changes in operating assets and
		liabilities
A31115		Financial assets at fair value
		through profit or loss	(	333,731 )	(	32,379 )
A31130		Notes receivable	(	3,462 )	(	12,408 )
A31150		Accounts receivable	(	367,431 )	(	57,188 )
A31160		Accounts receivable from related
		parties		2,303		64,164
A31180		Other receivables	(	45,282 )		12,465
A31190		Other receivables from related
		parties		7,409		20,517
A31200		Inventories	(	442,288 )	(	25,829 )
A31230		Prepayments and other current
		assets	(	3,731 )	(	4,192 )
A32150		Accounts payable	(	154,749 )		495,078
A32160		Accounts payable from related
		parties	(	470 )	(	324 )

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Code 2021 2020
A32180 Other payables $ 55,929 $ 99,861
A32190 Other payables from related parties 2,617 ( 3,881)
A32230 Other current liabilities 33,505 2,132
A32240 Net defined benefit liabilities ( 26,263 ) ( 29,618 )
A33000 Cash generated from operations 929,657 2,271,799
A33100 Interest received 1,460 1,753
A33300 Interest paid ( 5,224) ( 11,029)
A33500 Income tax paid ( 314,016 ) ( 27,658 )
AAAA NET CASH FLOWS FROM
OPERATING ACTIVITIES 611,877 2,234,865
CASH FLOWS FROM INVESTING
ACTIVITIES
B02700 Payments for property, plant and
equipment ( 97,410) ( 100,046)
B03700 Increase in refundable deposits ( 787) ( 261)
B04500 Payments for intangible assets ( 440) -
B07600 Dividends received 38,819 12,778
B09900 Proceeds from liquidation of
investments accounted for using
equity method 153 1,274
BBBB Net cash used in investing
activities ( 59,665 ) ( 86,255 )
CASH FLOWS FROM FINANCING
ACTIVITIES
C00100 Increase in short-term borrowings 350,000 -
C00200 Decrease in short-term borrowings ( 150,000) ( 270,000)
C01600 Proceeds from long-term borrowings 1,600,000 1,000,000
C01700 Repayments of long-term borrowings ( 1,600,000) ( 1,700,000)
C04020 Repayments of the principal portion of
lease liabilities ( 4,514) ( 4,463)
C04300 Increase in other non-current liabilities 175 -
C04500 Cash dividends ( 688,462) ( 99,946)
C04400 Refund of unclaimed overdue cash
dividends 552 -
C05400 Acquisition of subsidiaries - ( 798,162)
C09900 Claim for disgorgement 143 -
CCCC Cash used in financing activities ( 492,106 ) ( 1,872,571 )
EEEE NET INCREASE IN CASH AND CASH
EQUIVALENTS 60,106 276,039
E00100 CASH AND CASH EQUIVALENTS AT
THE BEGINNING OF THE YEAR 365,769 89,730
E00200 CASH AND CASH EQUIVALENTS AT
THE END OF THE YEAR $ 425,875 $ 365,769
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The accompanying notes are an integral part of the financial statements. Notice to Readers:

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Matters for Ratification and Discussion `：`

Proposal 2

Proposed by the Board

To ratify 2021 earnings distribution.

Description: 1. In 2021, the earnings after tax was NT$1,840,976,492. After appropriating NT$184,097,649 as the legal reserve, the distributable net profit of 2021 is NT$1,656,878,843. By the end of 2021, the accumulated distributable earnings is NT$2,759,113,341 and will be distributed as follows ：

(1) Cash dividend ： NT$757,308,282, i.e. NT$2.0 per share.
(2) Stock dividend ： NT$189,327,070, i.e. NT$0.5 per share, or 50 shares per 1,000 shares.

The unappropriated earnings after distribution will be NT$1,812,477,989.

Please refer to p.34, “Profit Distribution Table”, for details.
According to this proposal, the profit of 2021 will first be distributed, and the

- 32 -

insufficiency will be distributed from the profit of previous years.

The cash dividends allocated to each shareholder shall be rounded down to a whole dollar amount of New Taiwan Dollars, and the total amount of allocation will be subject to the actual amount allocated.
Please authorize the Chairman to set a target date for the distribution of cash dividends after the adoption of this proposal.

Resolution `：`

- 33 -

Taita Chemical Company, Limited 2021 Profit Distribution Table

Taita Chemical Company, Limited 2021 Profit Distribution Table	Taita Chemical Company, Limited 2021 Profit Distribution Table
expressed in NTD
Net profit before tax of 2021	2,329,857,617
Less: Income tax	(479,925,546)
Net profit of 2021	1,849,932,071
Less: Retained earnings adjusted for the defined benefit
plan after re-measurement	(8,708,997)
Less:Retained earnings adjusted for investments made
under the equity method	(246,582)
Net Profit after tax of 2021	1,840,976,492
Less: Legal reserve	(184,097,649)
Distributable net profit of 2021	1,656,878,843
Add: Beginning unappropriated earnings	1,102,234,498
Accumulated distributable earnings at the end of 2021	2,759,113,341
Distributable items:
(total number of issued shares:378,654,141)
Cash`：`NT$2.0 per share	757,308,282
Stock`：`NT$0.5 per share	189,327,070
Total amount of distribution	946,635,352
Unappropriated earnings at the end of 2021 transferred to
the next year	1,812,477,989

Chairman ： Wu, Yih-Guei President ： Wu, Pei-Chi

Chief Accounting Office ： Lin, Jin-Cai

- 34 -

Matters for Ratification and Discussion `：`

Proposal 3

Proposed by the Board

To approve the capitalization on stock dividends. Description 1. To enrich operating capital, this proposal is made to have the stock dividends NT$189,327,070 to be issued 18,932,707 new shares, par value at NT$10 per share, to increase capital NT$189,327,070.

Currently the paid-in capital is NT$3,786,541,410 divided into378,654,141 shares. After issuing new shares to increase capital, the paid-in capital will be NT$3,975,868,480 divided into 397,586,848 shares.
The Board will set another target day for the issuance of stock dividend in this proposal. The dividend at 50 shares per 1,000 shares for the increased shares are determined based on the stake of shareholders registered in the List of Shareholders on the target day. Shareholders holding fractional shares after the increase may arrange to
35 -

combine such shares together to meet the distribution requirements. The Chairman is authorized to contact specified person(s) to subscribe the uncombined fractional shares at the face value and distribute such dividends in cash.

The rights and obligations of the new shares will be the same as all issued shares.
Should the terms and conditions of this proposal be requested to alter by the competent authority, it is proposed that the Board of Directors be authorized to take all required actions accordingly.
Please vote.

Resolution `：`

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Matters for Ratification and Discussion ： Proposal 4

Proposed by the Board

To approve the amendment to the “Operating Procedure for Acquisition or Disposition of Assets”.

Description ： 1. Part of the “Operating Procedure for Acquisition or Disposition of Assets” is amended in accordance with related orders of the Financial Supervisory Commission.

The amendment to the “Operating Procedure for Acquisition or Disposition of Assets” is shown in the next page.

Resolution ：

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Taita Chemical Company, Limited The Amendment to the

”O eratin Procedure for Ac uisition or Dis osition of Assets” p g q p

	After amendment	Before amendment	Description
A th ac u C ce o u w	rticle 6:Professional appraisers and eir officers, certified public counts, attorneys, and securities nderwriters that provide the ompany with appraisal reports, rtified public accountant's pinions, attorney's opinions, or nderwriter's opinions shall comply ith the following requirements: I. (omitted) II. (omitted) III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-discipline regulations of their own business associations andthe following: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience and independence. II. Whenexecutinga case, they shall appropriately plan and execute the adequate working procedures, in order to produce a conclusion and use the	Article 6:Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall comply with the following requirements: I. (omitted) II. (omitted) III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience and independence. II. Whenexamininga case, they shall appropriately plan and execute the adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuingthe report or opinion.	Text was revised with respect to Letter Jin-Guan-Zhe ng-Fa-Zi No. 1110380465 issued by the Financial Supervisory Commission on January 28, 2022.

After amendment Article 6:Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall comply with the following requirements:

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conclusion as the basis for The related working procedures, issuing the report or opinion. data collected and conclusion The related working shall be fully and accurately procedures, data collected and specified in the case working conclusion shall be fully and papers. accurately specified in the case III. They shall undertake an working papers. item-by-item evaluation of the III. They shall undertake an comprehensiveness, accuracy item-by-item evaluation of the and fairness of the sources of suitability and fairness of the data used, the parameters and sources of data used, the the information, as the basis for parameters and the issuance of the appraisal report information, as the basis for or the opinion. issuance of the appraisal IV. They shall issue a statement report or the opinion. attesting to the professional

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

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

Article 8:Operating Procedure for Acquisition or Disposition of Real Property 、 Equipment or its right-of-use assets

Article 8:Operating Procedure for Text was Acquisition or Disposition of Real revised with 、 Equipment or its respect to right-of-use assets Letter I. (omitted) Jin-Guan-Zhe II. (omitted) ng-Fa-Zi No. III. (omitted) 1110380465 IV. Real estate or equipment issued by the appraisal report Financial In acquiring or disposing…, shall Supervisory obtain an appraisal report prior to Commission the date of occurrence of the event on January from a professional appraiser (the 28, 2022. items to be noted in the a raisal pp

I. (omitted) II. (omitted) III. (omitted)

IV. Real estate or equipment appraisal report

In acquiring or disposing…, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser (the items to be noted in the a raisal pp

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report are identified in the appraisal report) and shall further comply with the following provisions:

(I)~ (II) (omitted) (I)~ (II) (omitted) (III) Where the professional (III) Where the professional appraiser's appraisal results appraiser's appraisal results meet any one of the following meet any one of the following circumstances, unless all the circumstances, unless all the appraisal results for the appraisal results for the assets to be acquired are assets to be acquired are higher than the trading value, higher than the trading value, or all the appraisal results for or all the appraisal results for the assets to be disposed of the assets to be disposed of are lower than the trading are lower than the trading value, a certified public value, a certified public accountant shall be engaged accountant shall be engaged to render a specific opinion to perform the appraisal in regarding the reasons for the accordance with the discrepancies and the provisions of Statement of appropriateness of the Auditing Standards No. 20 trading value: published by the ROC 1. The discrepancy between the Accounting Research and appraisal result and the Development Foundation trading value is 20 percent or (ARDF) and render a specific more of the trading value. opinion regarding the 2. The discrepancy between the reasons for the discrepancies appraisal results of two (2) or and the appropriateness of more professional appraisers the trading value: is ten (10) percent or more of 1. The discrepancy between the the trading value. appraisal result and the (the rest omitted) trading value is 20 percent or more of the trading value. 2. The discrepancy between the appraisal results of two (2) or more professional appraisers is ten (10) percent or more of the trading value. (the rest omitted)

Article 9:Operating Procedure for Acquisition or Disposition of Investment in Marketable Securities

Article 9:Operating Procedure for Text was Acquisition or Disposition of revised with Investment in Marketable Securities respect to

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I. (omitted) II. Procedure for determining trading terms and authorized limit (I) (omitted) (II)In acquiring or disposing of marketable securities, … the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the trading value. Notwithstanding, this requirement does not apply to public quotation of the marketable securities in an active market, or not apply where otherwise prescribed by the competent securities authority. The long-term investment in marketable securities referred to in the preceding subparagraphsshall be approved by the Chairman of Board on a case-by-case basis. The dollar amount of the investment is more than NT$300 million andless than NT$500 million shall be reported to the latest Board of Directors’ meeting, while the investment more than NT$500 million shall be subject to approval in advance by the Board of Directors upon resolution. (the rest omitted) Article 10: Operating procedure for dealing with transactions with stakeholders I. (omitted) II. Evaluatingand operating	I. (omitted) II. Procedure for determining trading terms and authorized limit (I) (omitted) (II)In acquiring or disposing of marketable securities, … the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the trading value. If the CPA needs to adopt an expert’s report as evidence, the CPA	Letter Jin-Guan-Zhe ng-Fa-Zi No. 1110380465 issued by the Financial Supervisory Commission on January 28, 2022 and Company’s actual status of operations. Text was revised with respect to Letter Jin-Guan-Zhe
	shall do so in accordance with the provisions of Statement of Auditing
	Standards No. 20 published by the ARDF.Notwithstanding, this requirement does not apply to public quotation of the marketable securities in an active market, or not apply where otherwise prescribed by the competent securities authority. The long-term investment in marketable securities referred to in the preceding subparagraphs less than NT$500 million(inclusive) shall besubject to approval by the Chairman of Board andreported to the latest Board of Directors’ meeting, while the investment more than NT$500 million shall be subject to approval in advance by the Board of Directors upon resolution. (the rest omitted) Article 10: Operating procedure for dealing with transactions with stakeholders I. (omitted) II. Evaluatingand operating

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procedure

(I)When the Company intends to acquire or dispose of real property or its right-of-use assets from or to a stakeholder, or when it intends to acquire or dispose of assets other than real property or its right-of-use assets from or to a stakeholder and the trading value reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the majority of Audit Committee and passed by the board of directors:

(omitted)
(omitted)
(omitted)
(omitted)
(omitted)
(omitted)
(omitted) (II)By meeting the standard stated in the previous subparagraph, acquisition or disposition of equipment valuing less than NT$500 million between the Company and the parent company, between subsidiaries, or between this Company and a subsidiary wholly owned, either directl or indirectl b this y y, y

procedure

procedure ng-Fa-Zi No. When the Company intends to 1110380465 acquire or dispose of real issued by the property or its right-of-use Financial assets from or to a stakeholder, Supervisory or when it intends to acquire or Commission dispose of assets other than real on January property or its right-of-use 28, 2022 and assets from or to a stakeholder Company’s and the trading value reaches 20 actual status percent or more of paid-in of operations. 。 capital, 10 percent or more of the company's total assets, or NT$300 million or more (the trading value shall be calculated in the manner referred to in Paragraph 1 (7) of Article 15 herein. “Within the preceding ” as used herein refers to year the year preceding the date of occurrence of the current transaction. Items that have been approved by Audit Committee and passed by the Board of Directors need not be counted toward the trading Paragraph value), except in trading of and domestic government bonds or subparagraph bonds under repurchase and seriation resale agreements, or change. subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the majority of Audit Committee and passed by the board of directors :

(I) (omitted) (II)(omitted)

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Company shall be decided by the Chairman of Board, and then submitted to the latest Board of Directors’ meeting for recognition. Acquisition or disposition of equipment more than NT$500 million shall be subject to approval by the Board of Directors upon resolution at first.

Acquisition or disposal of equipment or its right-of-use assets for business operations. 2.Acquisition or disposal of real property right-of-use assets for business operations.

(III)When engaging in a transaction stated in subparagraph (I) of the preceding paragraph with an amount exceeding 10% of the Company’s total assets, this Company or a subsidiary not publicly offered domestically shall submit all data as stated in subparagraph (I) to the meeting of shareholders to apply for approval before concluding the transaction contract or making the payment, except for transactions between this Company and the parent company, this Company and a subsidiary, or among subsidiaries.

(III)(omitted) (IV)(omitted) (V)(omitted) (VI)(omitted) (VII)(omitted) III. (omitted)

IV. Acquisition or disposition of equipment valuing less than NT$500 million (inclusive) between the Company and the parent company, between subsidiaries, or between this Company and a subsidiary wholly owned, either directly or indirectly, by this Company shall be decided by the Chairman of Board, and then submitted to the latest Board of Directors’ meeting for recognition. Acquisition or disposition of equipment more than NT$500 million shall be subject to approval by the Board of Directors upon resolution at first.

(I) Acquisition or disposal of equipment or its right-of-use assets for business operations. (II) Acquisition or disposal of real property right-of-use assets for business operations.

The transaction amounts as stated in subparagraphs (I) and (III) shall be calculated according to Article 15, paragraph 1, subparagraph (VII); and “within the preceding ” as claimed in these year Procedures refers to the year preceding the date of occurrence of the current transaction. The sections approved by the meeting of shareholders or the Board

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according to these Procedures shall be exempted from the calculation.

III. (omitted)

Article 11:Operating Procedure for Acquisition or Disposition of Intangible Assets or the right-of-use assets or Memberships

I. (omitted)

II. (omitted) III. (omitted)

IV. Expert’s Evaluation Report on Intangible Assets or the right-of-use assets or Memberships

Where the Company acquires or disposes…, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the trading value.

Article 12:Operating Procedure for Acquisition or Disposition of Derivatives

I. Trading Principle and Policy (I) (omitted) (II)(omitted) (III) Division of authority and responsibility

Procurement Dept. and Business Dept.
Financial Dept.
(1) Trading personnel

A.~C. (omitted)

D. Where the trading ersonnel determine
p

Article 11:Operating Procedure for Text was Acquisition or Disposition of revised with Intangible Assets or the right-of-use respect to assets or Memberships Letter I. (omitted) Jin-Guan-Zhe II. (omitted) ng-Fa-Zi No. III. (omitted) 1110380465 IV. Expert’s Evaluation Report issued by the on Intangible Assets or the Financial right-of-use assets or Supervisory Memberships Commission Where the Company acquires or on January disposes…, the Company shall 28, 2022. 。 engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the trading value, and the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.

Article 12:Operating Procedure for Acquisition or Disposition of Derivatives

Amended based on the Company’s actual status of operations.

I. Trading Principle and Policy (I) (omitted) (II)(omitted) (III) Division of authority and responsibility

Procurement Dept. and Business Dept.
Financial Dept.
(1) Trading personnel

A.~C. (omitted)

D. Where the trading personnel determine that the existin g

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that the existing strategies shall not apply any longer due to material changes in the financial market, …, which shall serve to be the basis for transactions after being approved by Treasurer. E. To make evaluation per month and submit the evaluation Treasurer. report to (2) (omitted)

strategies shall not apply any longer due to material changes in the financial market, …, which shall serve to be the basis for transactions after being approved CFO. by E. To make evaluation per month and submit the evaluation report to CFO. (2) (omitted)

(omitted)

3. (omitted)			4. Level of	authority and	authority and
4. Level of authority and			authorized limit for
authorized limit for			derivatives transactions
derivatives transactions			(1) Transaction:
(1) Transaction:			Level of
Level of			authority		Authorized limit
authority		Authorized limit	engaged in the		per transaction
engaged in the		per transaction	transaction
transaction			Authorized		Less than US$1
Authorized trading personnel Financial Dept. managers		Less than US$1 million Less than US$5 million	trading personnel Financial Dept. managers		million (inclusive) Less than US$5 million (inclusive)
President		Less than US$10 million	President		Less than US$10 million
Chairman of		ExceedUS$10			(inclusive)
Board		million	Chairman of		More thanUS$10

(2) Approval of transactions:			Board		million

Level of			(2) Approval of transactions:
authority	Authorized limit		Level of
approving the		per transaction	authority	Authorized limit
transaction			approving the		per transaction
Financial Dept.	Less than US$5		transaction
managers		million	Financial Dept.	Less than US$5
			managers		million

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==> picture [477 x 87] intentionally omitted <==

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

Less than US$10 Less than US$10
President President
million million
Chairman of Exceed US$10 More than US$10
Chairman of
Board million million
Board
(inclusive)
----- End of picture text -----

President Less than US$10 million Chairman of Board ExceedUS$10 million	President Less than US$10 million Chairman of Board More thanUS$10 million (inclusive)	President Less than US$10 million Chairman of Board More thanUS$10 million (inclusive)
	Chairman of Board	More thanUS$10 million (inclusive)
5. Performance evaluation (1) (omitted) (2) (omitted) (3) Financial Dept. shall provideTreasurerwith such information as evaluation on foreign exchange positions, foreign exchange market trends and market analysis for reference. (the rest omitted) Article 15: Procedure for information disclosure I. Standards for matter to be publicly announced and reported (I)~ (V) (omitted) (VI) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, an investment in the mainland China area reaches 20 percent or more than of the Company’s paid-in capital, or NT$300 million; provided, this shall not apply to the following circumstances: 1. Tradingof domestic	5. Performance evaluation (1) (omitted) (2) (omitted) (3) Financial Dept. shall provideCFOwith such information as evaluation on foreign exchange positions, foreign exchange market trends and market analysis for reference. (the rest omitted) Article 15: Procedure for information disclosure I. Standards for matter to be publicly announced and reported (I)~ (V) (omitted) (VI) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, an investment in the mainland China area reaches 20 percent or more than of the Company’s paid-in capital, or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. (omitted)		Text was revised with respect to Letter Jin-Guan-Zhe ng-Fa-Zi No. 1110380465 issued by the Financial Supervisory Commission on January 28, 2022.

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or government bonds overseas government (the rest omitted) bonds with credit ratings not lower than Taiwan’s sovereign rating. 2. (omitted) (the rest omitted)

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Matters for Ratification and Discussion ： Proposal 5

Proposed by the Board

To approve the permission of director for competitive actions.

Description 1. Referring to Article 209 of the Company Act, “A director, who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

Directors of the Company engage in business within the scope of business of the Company are tabulated below. Without harming the interest of the Company, it is proposed to allow their act in accordance with the Company Act.
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Name	Companies	Title
Wu, Yi-Gui (Representative of Union Polymer International Investment Corporation)	USI Green Energy Corporation`、` Zhangzhou USI Trading Co., LTD.	Director
Wu, Pei-Chi (Representative of Union Polymer International Investment Corporation)	Zhangzhou Taita Chemical Co.,Ltd.	Chairman
	Zhangzhou USI Trading Co., LTD.`、` Fujian Gulei Petrochemical Co., Ltd.	Director

3. Please vote.

Resolution `：`

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III. Extemporary Motions

IV. Adjournment

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Appendix 1 Taita Chemical Company, Limited

Parliamentary Rules for Shareholders’ Meetings

Amended on July 26, 2021

Article 1

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

Article 2

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

Article 3

(Convening shareholders meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

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

The reasons for convening a shareholders meeting shall be specified in the meeting notice and publi.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a

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public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation, any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

If re-election of the complete board of directors is listed as the purpose of a meeting of shareholders and the inauguration date is stated, after the completion of the board of directors, the inauguration date shall not be change by a motion or other means in the same meeting of shareholders.

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

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

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

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

Article 4

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

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

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

Article 5

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

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

Article 6

(Preparation of documents such as the attendance book)

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

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

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

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

This Corporation shall furnish attending shareholders with the meeting

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agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

Article 7

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

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

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

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by the directors. The attendance shall be recorded in the meeting minutess.

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

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

(Documentation of a shareholders meeting by audio or video)

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

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

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Article 9

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

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

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

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

Article 10

(Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Any extemporary motion(s) and/or the amendment(s) to the original proposal(s) shall be resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist

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the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11

(Shareholder speech)

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

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

Report Items and matters unrelated to the proposals will not be put into discussion or vote. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

Article 12

(Calculation of voting shares and recusal system)

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

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

When a shareholder is an interested party in relation to an agenda item, and

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there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

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

Article 13

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

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

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

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

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electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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

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

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

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

Article 14

(Election)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the names not-elected as directors and the number of votes obtained.

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

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded

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

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results of resolution (including a record made of the vote); where there is an election of directors, shall record the number of the vote for each candidate who is nominated and the minutes shall be retained for the duration of the existence of this Corporation.

Article 16

(Public disclosure)

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

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

Article 17

(Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

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

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

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

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Article 18

(Recess and resumption of a shareholders meeting)

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

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

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

Article 19

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

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 2 Taita Chemical Company, Limited Articles of Incorporation

Section 1. General Provisions

Article 1: The Company is incorporated under the Company Act of the Republic of China and named “ 台達化學工業股份有限公司 ” and “TAITA CHEMICAL COMPANY, LIMITED” in English.
Article 2: The scope of the Company’s business is specified as follows:
Production and sales of Polystyrene resin and articles therefore.
Production and sales of Acrylonitrile-butadiene-styrene (ABS) Copolymers.
Production and sales of Styrene-acrylonitrile (SAN) Copolymers
Glasswool and articles therefore.
Plastic resins and articles therefore.
E303020 Noise and vibration restricting engineering.
E801010 Building Maintenance and Upholstery.
ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.
Article 2-1: The Company’s total investment may be exempted from the restriction for no more than 40% of the paid-in capital prescribed by Article 13 of the Company Act.
Article 2-2: The Company may make endorsement/guarantee externally due to the Company’s business needs or investment needs. The endorsement/guarantee shall be signed by the Chairman on behalf of the Company and comply with the Company’s operating procedure for making endorsement/guarantee.
Article 3: The Company’s head office is situated in Taipi City, Taiwan, the R.O.C., and, when necessary and approved by boards' meeting, may set up branches and factories locally or overseas considered by the Company as adequate.
Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Section 2. Stocks

Article 5: The total capital stock of the Company shall be in the amount of NT$4,000,000,000, divided into 400,000,000 common shares, at a par value of NT$10 per share, and may be issued in
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installments.

Article 6: When issuing shares, this Company may be exempted from printing the stocks for such shares, provided that registration to and retention by a centralized securities depository enterprise shall be made. Printed stocks shall be registered stocks signed or stamped by the directors representing the Company. Such stocks shall be numbered , and certified by the law prior to issuance.
Article 6-1: (Deleted)
Article 7: The Company’s handling of it’s shareholders services shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” prescribed by the competent securities authority’s.
Article 8: (Deleted) Article 9: (Deleted) Article 10: The transfer of shares shall not be registered within 60 days prior to the convening date of a general shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within five (5) days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Section 3. Shareholders’ Meeting

Article 11: The Company’s shareholders’ meetings consist of the following:
General shareholders’ meeting, shall be held once a year and within six (6) months after close of each fiscal year.
Special shareholders’ meeting, may be convened pursuant to laws when necessary.
Unless otherwise provided for in other laws, a shareholders’ meetings shall be convened by the Board of Directors.
Article 12: Unless otherwise provided for in laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote. Where any shareholder fails to attend a shareholders’ meeting, he/she/it may appoint a proxy, pursuant to the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies”, to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.
Article 13: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a
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majority of eligible votes of the shareholders present, who represent more than a majority of the total issued shares. The voting power at a shareholders' meeting of the Company may be exercised by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of electronic transmission shall be deemed to have attended said shareholders' meeting in person. The related matters shall be implemented in accordance with laws.

Article 14: Unless otherwise provided in the Company Act, a shareholders’ meeting shall be chaired and convened by the Company’s Chairman of Board. Where the Chairman is absent, the Chairman shall appoint a proxy to act on behalf of him/her. A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.
A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings.

Section 4. Directors and Audit Committee

Article 15: The Board of Directors has 9 to 11 seats. The candidate nomination system shall apply to the directorial election for the meeting of shareholders to elect directors among the nominated candidates.
Article 15-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.
The professional qualifications, shares held, restrictions on concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be governed by the competent securities authority’s related regulations.
Article 15-2: The Company shall establish an Audit Committee pursuant to the Securities and Exchange Act, which shall consist of all independent directors of the Company. The Audit Committee or the committee members shall be responsible for exercising a supervisor’s power prescribed by the Company Act, Securities and Exchange Act, and other related laws.
Article 15-3: The Company’s Board of Directors may establish other functional committees. The articles of association thereof shall be established by the Board of Directors.
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Article 16: The Chairman of the Board of Directors shall be elected from among the directors by a majority vote at a directors' meeting attended by over two-thirds of the directors, pursuant to Article 208 of the Company Act. The Chairman of the Board of Directors shall externally represent the Company and shall implement the resolutions made by shareholders’ meetings and directors' meetings. A director may authorize another director to attend the directors’ meeting on behalf of him/her pursuant to Article 205 of the Company Act. It shall be stated the scope of authorization. A director may accept the appointment to act as the proxy of one other director only. The total shares of the Company’s registered share certificates held by the whole directors shall be no less than the proportion prescribed by the Securities and Exchange Act.
Article 17: Unless otherwise provided for in laws or orders, directors’ meetings shall be convened and chaired by the Chairman. Where the Chairman is absent, the Chairman shall appoint a director to act on behalf of him/her. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Resolutions at a directors’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the directors at a meeting attended by a majority of the whole directors.
Article 18: The functions of the Board of Directors:
1.Decide the business policy;
2.Review budget and final accounts;
3.Review important regulations;
4.Draft the allocation of earnings or covering of loss;
5.Draft the increase or decrease in capital ;
6.Exercise the powers granted pursuant to laws and Articles of Incorporation and by a shareholders’ meeting.
Article 19: The convener shall notify each director of the agenda within seven (7) days prior to the meeting. However, in the case of emergency, the meeting may be convened at any time.
A directors’ meeting may be convened in writing or by electronic transmission .
Article 20: The amounts of remuneration to directors shall be determined by the directors' meeting based on the rate prevailing in fellow companies and the directors’ participation in and contribution to the Company’s operation, regardless of whether or not the
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Company operates of profit. If a director serves other position concurrently in the Company, he/she may be remunerated with salary according to general standard.
Article 21: The Board of Directors has set up a Secretariat of the Board dedicated to handling the affairs related to the Board of Directors.

Section 5. Managerial Personnel and Personnel

Article 22: Job title, appointment, discharge and remuneration of the Company’s managerial personnel, if any, shall be decided by a majority of the directors present at a meeting attended by a majority of the whole directors.
Article 23: The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.
Article 23-1: The Company may purchase liability insurance against the damages to be borne by directors and officers with respect to the scope of business carried out by them during their term of office.

Section 6. Final Accounts/ Allocation of Earnings

Article 24: he Company’s fiscal year shall commence from January 1 until December 31 of each year. The Board of Directors shall prepare the following reports at the end of each fiscal year and send them to the general shareholders’ meeting for recognition: Business report;
Financial statements;
Motion for allocation of earnings or covering of loss.
Article 25: If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.
Said compensation to employees may be allocated in the form of shares or in cash, including the employees of parents or subsidiaries of the Company’s subsidiaries meeting certain specific requirements entitled to receive shares or cash. The specific requirements shall be defined by the Board of Directors.
If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past
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losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business.
As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.
Article 26: The Company’s articles of association and enforcement rules thereof shall be established separately.
Article 27: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.
Article 28: The Articles of Incorporation was established on December 4, 1959. (following content omitted) 54th amendments hereto were made on June 24, 2019.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 3 Taita Chemical Company, Limited

Operating Procedure for Acquisition or Disposition of Assets (Before Amendment)

Amended on June 24, 2019

Article 1: Purpose
- The Operating Procedure is established in order to protect assets and fulfill the information disclosure.
Article 2: Legal basis
- The Operating Procedure is adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act (hereinafter referred to as “the Act”) and “Regulations Governing the Acquisition and Disposition of Assets by Public Companies”.

Article 3: Scope of assets

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

 - II. Real property (including land, houses and buildings, investment property and rights to use land) and equipment.

 - III. Memberships.

 - IV. Such intangible assets as patents, copyrights, trademarks, and franchise rights.

 - V.   Right-of-use assets

 - VI. Derivatives.

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

 - VIII. Other substantial assets.

Article 4:

Definitions:

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I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, and long-term purchase (sales) agreements.
II. Assets acquired or disposed of through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Assets acquired or disposed of through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act or other laws, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as the “transfer of shares”) under Paragraph 8 of Article 156 of the Company Act.
III. Stakeholder or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: A real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
V. Date of occurrence: Contracting date, date of payment, date of consignment trade, date of transfer, dates of boards of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
VI. Mainland China area investment: Investments in Mainland China approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in Mainland China.
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、
VII Over-the-counter venue (“OTC venue,” “OTC”): “Domestic OTC venue” refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; “foreign OTC venue” refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct a securities business.
VIII. The “latest financial statements” referred to herein shall mean the financial statements certified or audited by an external independent auditor as disclosed by the company in the most recent period before acquisition or disposition of assets.
IX. For the calculation of 10 percent of total assets herein, the total assets stated in the latest individual or separate financial statements prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
X. In the case of a company whose shares have no par value or a par value other than NT$10, trading values of 20 percent of paid-in capital shall be substituted by 10 percent of equity attributable to owners of the parent.
Article 5: Limit of investment in real property for non-operating purpose and its right-of-use assets and marketable securities
Limit on said assets acquired by the Company and each subsidiary is set as following:
(I) Total investment in real property for non-operating purpose or its right-of-use assets shall be no more than 20% of the Company’s net value, and 100% of net value of the Company’s subsidiary. (No more than 150% of net value of the Company’s investment purpose subsidiary, if any.)
(II) Total investment in marketable securities shall be no more than 200% of the Company’s net value, and investment in production and sale of any products other than petrochemical products no more than 100% of the Company’s net value. Total investment by a subsidiary shall be no more than 150% of the Company’s net value, including investments in production and the sale of any products other than petrochemical products for no more
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than 100% of the Company’s net value. (No more than 150% of the Company’s net value, in the case of investment purpose subsidiary.)

  - (III) Total investment in individual securities of a subsidiary in which the Company holds more than 50% (inclusive) of its shares shall be no more than 150% of the Company’s net value, while total investment in individual securities of a subsidiary in which the Company holds less than 50% of its shares shall be no more than 100% of the Company’s net value. Total investment in individual securities of an indirect subsidiary in which the subsidiary holds more than 50% (inclusive) of its shares shall be no more than 200% of the subsidiary’s net value, while total investment in individual securities of an indirect subsidiary in which the subsidiary holds less than 50% of its shares shall be no more than 150% of the subsidiary’s net value. (No more than 200% of net value of the investment purpose subsidiary, if any.)

Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall comply with the following requirements:
I. May not have previously received a final and non-appealable sentence of imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents or occupational crime. However, this provision does not apply if three years have already passed since the completion of service of the sentence, since the expiration of the period of a suspended sentence or since a pardon has been received.
II. May not be a related party or de facto related party of any party to the transaction.
III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be
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related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following:

V. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience and independence.
VI. When examining a case, they shall appropriately plan and execute the adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected and conclusion shall be fully and accurately specified in the case working papers.
VII. They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy and fairness of the sources of data used, the parameters and the information, as the basis for issuance of the appraisal report or the opinion.
VIII.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with the applicable laws and regulations.
Article 7: Where the Company acquires or disposes of assets through court auction procedures, the documentary evidence issued by the court may substitute the appraisal report or CPA opinion.
Article 8: Operating Procedure for Acquisition or Disposition of Real 、
Property Equipment or its right-of-use assets
- I.Evaluating and operating procedure
  - The Company’s acquisition or disposition of real estate and equipment or its right-of-use assets shall follow the real estate, plant and equipment circulation procedure under the Company’s internal control system.
- II. Procedure for determining trading terms and authorized limit
  - (I) Acquisition or disposition of real estate or its right-of-use assets shall take into consideration announced current value, appraised value, and trading value of neighboring real estate. An analysis report shall be submitted to the Chairman
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of Board after trading terms and trading value are decided. In the case of value less than NT$500 million (inclusive), the acquisition or disposition shall be subject to approval by the Chairman of Board for approval and reported at the latest Board of Directors’ meeting. In the case of value more than NT$500 million, the acquisition or disposition shall be subject to approval of the Board of Directors upon resolution in advance.

(II) Acquisition or disposition of equipment or its right-of-use assets shall be carried out in the form of price inquiry, price comparison, price negotiation or tender invitation. Acquisition or disposition of equipment valuing less than NT$500 million (inclusive) shall be subject to approval by level of authority pursuant to authorization rules. Acquisition or disposition of equipment more than NT$500 million shall be subject to approval by the Chairman of Board, and by the Board of Directors upon resolution in advance.
III. Execution unit
The Company’s acquisition or disposition of real estate or equipment or its right-of-use assets shall be subject to approval by the level of authority referred to in the preceding paragraph, and completed by the requesting department and responsible unit.
IV. Real estate or equipment appraisal report 、
In acquiring or disposing of real property equipment or its right-of-use assets where the trading value reaches 20 percent of the Company's paid-in capital or NT$300 million or more (the trading value shall be calculated in the manner referred to in Paragraph 1 (5) of Article 15 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the trading value), the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or its right-of-use assets for
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operating purpose, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser (the items to be noted in the appraisal report are identified in the appraisal report) and shall further comply with the following provisions:

(I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the trading value, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the trading terms.
(II) Where the trading value is NT$1 billion or more, from two or more
appraisals professional appraisers shall be obtained.
(III) Where the professional appraiser's appraisal results meet any one of the following circumstances, unless all the appraisal results for the assets to be acquired are higher than the trading value, or all the appraisal results for the assets to be disposed of are lower than the trading value, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reasons for the discrepancies and the appropriateness of the trading value:
The discrepancy between the appraisal result and the trading value is 20 percent or more of the trading value.
The discrepancy between the appraisal results of two (2) or more professional appraisers is ten (10) percent or more of the trading value.
(IV) No more than three (3) months may elapse between the date of the appraisal report issued by a professional appraiser and the contracting date; provided, where the publicly announced current value for the same period applies and not more than six (6) months have elapsed, an opinion may still be issued by the original professional appraiser.
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Article 9: Operating Procedure for Acquisition or Disposition of Investment in Marketable Securities

I. Evaluating and operating procedure The Company’s purchase and sale of marketable securities shall follow the investment circulation procedure under the Company’s internal control system.
II. Procedure for determining trading terms and authorized limit
(I) Responsible unit shall carry out the transaction of marketable securities traded in the Stock Exchange Market or a securities firm’s business place within the limit authorized by the Board of Directors after judging the market condition.
(II) In acquiring or disposing of marketable securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the object company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the trading value, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more (the trading value shall be calculated in the manner referred to in Paragraph 1 (7) of Article 15 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the trading value), the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the trading value. If the CPA needs to adopt an expert’s report as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. Notwithstanding, this requirement does not apply to public quotation of the marketable securities in an active market, or not apply where otherwise prescribed by the competent
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securities authority.

The long-term investment in marketable securities referred to in the preceding subparagraphs less than NT$500 million (inclusive) shall be subject to approval by the Chairman of Board and reported to the latest Board of Directors’ meeting, while the investment more than NT$500 million shall be subject to approval in advance by the Board of Directors upon resolution.

III. Execution unit
- The Company’s investment in marketable securities shall be subject to approval by the level of authority referred to in the preceding paragraph, and completed by Financial Dept.
Article 10: Operating procedure for dealing with transactions with stakeholders
I. When the Company engages in any acquisition or disposition of assets from or to a stakeholder, in addition to adopting the procedures referred to in Article 8, Article 9 and Article 11 herein, the Company shall also ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised according to the following requirement. That is, if the trading value reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions herein. When judging whether a trading counterpart is a stakeholder, in addition to legal formalities, the substance of the relationship shall also be considered.
II. Evaluating and operating procedure
- When the Company intends to acquire or dispose of real property or its right-of-use assets from or to a stakeholder, or when it intends to acquire or dispose of assets other than real property or its right-of-use assets from or to a stakeholder and the trading value reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more (the trading value shall be calculated in the manner referred to in Paragraph 1 (7) of Article 15 herein. “Within the preceding year” as used herein refers to the year
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preceding the date of occurrence of the current transaction. Items that have been approved by Audit Committee and passed by the Board of Directors need not be counted toward the trading value), except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the majority of Audit Committee and passed by the board of directors :

(I) The purpose, necessity and anticipated benefit of the acquisition or disposition of assets.
(II) The reason for choosing the stakeholder as a trading counterpart.
(III) With respect to the acquisition of real property or its right-of-use assets from a stakeholder, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Paragraph 3 herein.
(IV) The date and price at which the stakeholder originally acquired the real property, the original trading counterpart, and that trading counterpart's relationship with the Company and the stakeholder.
(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(VII) Restrictive covenants and other important stipulations associated with the transaction.
III. Evaluation on reasonableness of transaction costs
(I) Acquiring real property or its right-of-use assets from a stakeholder, the Company shall evaluate the reasonableness of the transaction costs in the following manners:
1. Based upon the stakeholder’s trading value
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plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property, provided that it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

Total loan value appraisal from a financial institution where the stakeholder has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one (1) year or more. However, this shall not apply where the financial institution is a stakeholder of one of the trading counterparts.
(II) Where land and structures thereupon are combined as a single property purchased or leased in one (1) transaction, the transaction costs for the land and the structures may be separately appraised in any of the manners referred to in the preceding paragraph.
(III) When acquiring real property or its right-of-use assets from a stakeholder and appraising the cost of the real property or its right-of-use assets in accordance with Subparagraph (I) and Subparagraph (II) shall also engage a CPA to check the appraisal and render a specific opinion.
(IV) When the results of the Company’s appraisal conducted in accordance with Subparagraph (I) and Subparagraph (II) are uniformly lower than the trading value, Subparagraph (V) shall apply. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not
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apply:

Where the stakeholder acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the stakeholder's construction cost plus reasonable construction profit are valued in excess of the actual trading value. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the stakeholder’s construction division over the most recent three (3) years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2) Completed transactions by any persons other than stakeholders within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price or lease discrepancies in floor or area land prices in accordance with standard property market practices.
Where the Company provides evidence that the terms of the transaction for acquisition of real estate or its right-of-use assets acquired by lease from a stakeholder are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by any persons other than stakeholders within the preceding year. The completed transactions for neighboring or closely valued parcels of land referred to in the preceding paragraph in principle refer to the parcels on the same or an
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adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value. The transaction for similarly sized parcels in principle refers to the transaction completed by any persons other than stakeholders for parcels with a land area of no less than 50 percent of the property in the planned transaction. The “within the preceding year” refers to the year preceding the date of occurrence of the acquisition of the real property or its right-of-use assets.

(V) When the results of the Company’s appraisal conducted in accordance with Subparagraph (I) and Subparagraph (II) are uniformly lower than the trading value, the following requirements shall apply.
A special reserve shall be set aside in accordance with Paragraph 1 of Article 41 of the Act against the difference between the real property or its right-of-use assets trading value and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares.
Audit Committee shall comply with Article 218 of the Company Act.
Actions taken pursuant to Item 1 and Item 2 of this subparagraph shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

Where the Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value or termination of lease of the assets it purchased or lease at a premium; or they have been disposed of; or adequate compensation has been made; or the status quo ante has been restored; or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent securities

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authority has given its consent.

(VI) Where the Company acquires real property or the right-of-use assets from a stakeholder and one of the following circumstances exists, the acquisition shall be conducted in accordance with the evaluation and operating procedure referred to in Paragraph 2 of this Article, while the evaluation on reasonableness of transaction costs requirements referred to in Subparagraphs (I), (II) and (III) of this paragraph shall not apply:
1. The stakeholder acquired the real property or the right-of-use assets through inheritance or as a gift.
2. More than five (5) years will have elapsed from the time the stakeholder signs the contract to obtain the real property or the right-of-use assets to the signing date for the current transaction.
3. The real property is acquired through signing of a joint development contract with the stakeholder, or through engaging a stakeholder to build real property, either on the Company's own land or on rented land.
4. The rights-of-use of the real property for business use are acquired by and between this Company and the parent company, between subsidiaries, or between this Company and a subsidiary wholly owned, either directly or indirectly, by this Company.
(VII) When the Company obtains real property or the right-of-use assets from a stakeholder, it shall also comply with the Subparagraph (V) if there is other evidence indicating that the acquisition is not an arm’s length transaction.
IV. Acquisition or disposition of equipment valuing less than NT$500 million (inclusive) between the Company and the parent company, between subsidiaries, or between this Company and a subsidiary wholly owned, either directly or indirectly, by this Company shall be decided by the Chairman of Board, and then submitted to the latest Board of Directors’ meeting for recognition. Acquisition or
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disposition of equipment more than NT$500 million shall be subject to approval by the Board of Directors upon resolution at first.

  - (I) Acquisition or disposal of equipment or its right-of-use assets for business operations.

  - (II) Acquisition or disposal of real property right-of-use assets for business operations.

Article 11: Operating Procedure for Acquisition or Disposition of Intangible Assets or the right-of-use assets or Memberships
I.Evaluating and operating procedure
- The Company’s acquisition or disposition of Intangible Assets or the right-of-use assets or Memberships shall follow the real estate, plant and equipment circulation procedure under the Company’s internal control system.
II. Procedure for determining trading terms and authorized limit
- To be based on the Operating Procedure for Acquisition or Disposition of Equipment.
III. Execution unit
- The Company’s acquisition or disposition of Intangible Assets or the right-of-use assets or Memberships shall be subject to approval by the level of authority referred to in the preceding paragraph, and completed by the requesting department or administrative department.
IV. Expert’s Evaluation Report on Intangible Assets or the right-of-use assets or Memberships
- Where the Company acquires or disposes of Intangible Assets or the right-of-use assets or Memberships and the trading value reaches 20 percent or more of paid-in capital or NT$300 million or more (the trading value shall be calculated in the manner referred to in Paragraph 1 (7) of Article 15 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a CPA's opinion has been obtained need not be counted toward the trading value), except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the trading value, and the CPA shall
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comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.

Article 12: Operating Procedure for Acquisition or Disposition of Derivatives
I. Trading Principle and Policy
- (I) Types of transaction
  1. The derivatives which the Company is engaged in means the trading contracts (exclusively mean the forward contracts, options contracts, interest rate or foreign exchange rate contracts, swap contracts, and compound contracts combining the above products), whose value is derived from assets, interest rates, foreign exchange rates, or other interests. Any transaction involving other major derivatives shall be approved by a majority of all Audit Committee members and submitted to the Board of Directors for a resolution in advance.
  2. The Operating Procedure shall not apply to repurchase agreement (RP), if any.
- (II) Business strategies
  1. For non-operating purpose:

In order to hedge against risk, it is advisable to choose the trading products capable of hedging against the risk derived from the Company’s business.

For operating purpose: Subject to flexibility and mobility.
(III) Division of authority and responsibility
Procurement Dept. and Business Dept.

To provide the foreign exchange positions for next three (3) months and related documents by 25th day of each month to help Financial Dept. calculate the Company’s overall foreign exchange positions.

Financial Dept.
(1) Trading personnel
- A. To be responsible for researching and drafting the derivatives trading
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strategies throughout the Company.

  - B. The trading personnel shall calculate the positions, collect market information, judge trends and evaluate risk once per two (2) weeks to research and draft operating strategies, which shall serve to be the basis for transactions after being approved subject to the level of authority.

  - C. To execute transactions per the level of authority and existing strategies.

  - D. Where the trading personnel determine that the existing strategies shall not apply any longer due to material changes in the financial market, the trading personnel shall provide their evaluation report at any time and re-draft strategies, which shall serve to be the basis for transactions after being approved by CFO.

  - E. To make evaluation per month and submit the evaluation report to CFO.

(2) Personnel dedicated to settlement: To perform the function of settlement.
Accounting personnel
(1) To execute confirmation of transactions.
review whether transactions are
(2) To conducted per the level of authority and existing strategies.
(3) Accounting.
(4) To make declaration and disclosure per the competent securities authority’s requirements.
Level of authority and authorized limit for derivatives transactions
(1) Transaction:
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==> picture [320 x 411] intentionally omitted <==

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

Level of
authority
Authorized limit per transaction
engaged in the
transaction
Authorized
trading Less than US$1 million (inclusive)
ersonnel
p
Financial Dept.
Less than US$5 million (inclusive)
managers
President Less than US$10 million (inclusive)
Chairman of
More than US$10 million
Board
(2) Approval of transactions:
Level of
authority
Authorized limit per transaction
approving the
transaction
Financial Dept.
Less than US$5 million
managers
President Less than US$10 million
Chairman of More than US$10 million
Board (inclusive)
----- End of picture text -----

Performance evaluation
(1) Accounting Dept. shall be responsible for providing Financial Dept. with the summary report on the Company’s stated foreign exchange rate, interest rate cost and income generated from derivatives transactions.
(2) In order to completely control and express the evaluation risk over transactions, the Company evaluates the income through monthly statement.
(3) Financial Dept. shall provide CFO with such information as evaluation on foreign exchange positions, foreign exchange market trends and market analysis for reference.
Definition of total contract amount and
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maximum loss limit

(1) Total contract amount
A. Limit for non-operating purpose
- a. Foreign exchange rate hedging Financial Dept. shall control the Company’s entire positions to evade trading risk. Total authorized trading value shall be no more than the receivables/payables already held and expected to be generated from the Company’s business or net positions after offset of assets and liabilities.
- b. Any hedges other than foreign exchange rate Financial Dept. shall be no more than the position exposed by the Company to the given risk.
B. Limit for operating purpose

The total amount of any contract shall be no more than 10% of the net value referred to in the Company’s financial statements for the last quarter of the most recent fiscal year.

     - (2) Definition of maximum loss limit

        - A. For non-trading purpose: Limits on aggregate losses or losses on individual contracts are 15% of the total contract amount or individual contract amount.

        - B. For trading purpose: Limits on aggregate losses or losses on individual contracts are 15% of the total contract amount or individual contract amount.

II. Risk management policies
(I) Credit risk management
- Considering that risk over operation of derivatives might arise due to changes of various factors in the market, the market risk shall be managed in the
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following manners: 1. Trading counterpart: Primarily domestic/foreign renowned financial institutions.
Trading product: Limited to the products provided by domestic/foreign renowned financial institutions.
Trading value: The value of transactions with the same trading counterpart which have not yet been offset shall be no more than 30% of the total authorized limit, unless with approval from the Chairman of Board.
(II) Market risk management

To be primarily the public foreign exchange market provided by banks, excluding futures market for the time being.

(III) Liquidity risk management

In order to ensure the market liquidity, the Company selects the derivatives with high liquidity primarily (to be offset on the market from time to time). The financial institution commissioned to engage in trading shall have sufficient information and ability to engage in trading in any market at any time.

(IV) Cash flow risk management

In order to ensure stability of the Company’s working fund, the Company’s source of fund for trading derivatives shall be limited to its own fund, and the operating amount shall take into consideration the funding need for cash income and expenditure forecast for future six (6) months. (V) Operating risk management

To strictly comply with the Company’s authorized limit and operating procedures, and include internal audit to avoid operating risk.
Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
Risk measurement, monitoring, and control personnel shall be assigned to a different
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department that the personnel in the preceding subparagraph and shall report to the Board of Directors or senior management personnel with no responsibility for trading or position decision-making.

  4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the Board of Directors.

(VI) Commodity risk management Internal personnel dedicated to trading shall have complete and correct knowledge about derivatives and demand that banks should make full risk disclosure to avoid the risk over misuse of derivatives.
(VII) Legal risk management Documents to be signed with financial organizations shall be signed officially after being reviewed by personnel dedicated to foreign exchange and legal affairs, or legal advisers to avoid legal risk.
III. Accounting principles Accounting and preparation of financial statements for the Company’s derivatives trading shall comply with the Statements of Financial Accounting Standards.
IV. Internal audit system
(I) The internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, Audit Committee shall be notified in writing.
(II) The internal audit personnel shall submit the audit report, together with details about the audit conducted in the year of internal audit, to the competent securities authority by the end of
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February of next year, and report correction of irregular circumstances, if any, to the competent securities authority by the end of May of next year, at the latest.

V. When the Company engages derivatives trading, the Board of Directors shall faithfully supervise and manage such trading in accordance with the following principles:
(I) A designated senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk, in the following manners:
1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with the procedures for engaging in derivatives trading formulated by the Company.
2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the Board of Directors. Where the Company has independent directors, an independent director shall be present at the meeting and express an opinion.
(II) Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance.
(III) The Company shall report to the latest meeting of the Board of Directors after it authorizes the relevant personnel to handle derivatives trading in accordance with the procedures for engaging in derivatives trading formulated by the Company.
(IV) When engaging in derivatives trading, the Company shall establish a log book in which details of the types and amounts of derivatives trading engaged in, Board of Directors approval dates, and the matters required to be carefully evaluated under Subparagraph (V) of Paragraph 2 and Subparagraph (I) and Subparagraph (II) of
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Paragraph 5 herein shall be recorded in detail in the log book.

Article 13: Operating procedure for mergers, demergers, acquisitions, or transfer of shares
I. Evaluating and operating procedure
- (I) When engaging in mergers, demergers, acquisitions, or transfer of shares, it is advisable for the Company to retain a CPA, attorney-at-law, and securities underwriter to research and draft the schedule for statutory procedures jointly, and organize a taskforce to execute the procedures pursuant to law. Prior to convening the board of directors to resolve on motions, the Company shall retain a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and approval. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. In case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.
- (II) The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in Paragraph 1 (I) herein when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not
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apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the Company shall immediately publicly explain the reason, follow-up measures, and scheduled date of the next shareholders meeting.

II. Other requirements
(I) Date of board of directors meeting: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the competent securities authority is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction.
(II) Written undertaking of confidentiality: Every person participating in or knowing the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
(III) Principles for changing share exchange ratio or acquisition price: The Company may not arbitrarily alter the share exchange ratio or acquisition price unless circumstances permitting alteration has been provided in the contract for the merger, demerger, acquisition, or transfer of shares. The conditions on which share exchange ratio or acquisition price may be changed:
1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus
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shares without consideration, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, and other equity based securities.

An action, such as a disposition of major assets, affects the Company's financial operations.
An event, such as a major disaster or major change in technology, affects shareholders’ equity or securities price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
(IV) Contents to be referred to in the contract: The contract shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, in addition to the following:
Handling of breach of contract.
Principles for handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
Preliminary progress schedule for plan execution, and anticipated completion date.
Scheduled date for convening the legally mandated shareholders meeting if the plan
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exceeds the deadline without completion, and relevant procedures.

(V) In case of changes in the number of participating companies: After public disclosure of the information, if any participating company intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer. This is provided that where the number of participating companies is decreased and a participating company's shareholders’ meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
(VI) Where any of the participating companies is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Subparagraphs (I), (II) and (V) of Paragraph 2 herein.
(VII) The Company shall prepare a full written record of the following information and retain it for five (5) years for reference:
Basic identification data for personnel: Including the job titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events: Including execution of any letter of intent or memorandum of understanding, retaining of a financial or legal advisor, execution of a contract, and convening of a Board of Directors’ meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share
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transfer letter of intent or plans, any memorandum of understanding, material contracts, and minutes of Board of Directors meetings.

  - (VIII) The Company shall, within two (2) days counting inclusively from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in Item 1 and Item 2 of the preceding subparagraph to the competent securities authority for recordation.

  - (IX) Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded at a securities firm’s business place, the Company shall sign an agreement with such company whereby the latter is required to abide by the provisions referred to in the preceding subparagraphs.

Article 14: Any transaction involving acquisition or disposition of major assets shall be approved by a majority of all Audit Committee members and submitted to the Board of Directors for a resolution in advance. With respect to the Company’s acquisition or disposition of assets that is subject to the approval of the Board of Directors under the Company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each Audit Committee member. Where the Company has assigned the position of independent director, when a transaction is submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors’ meeting.
Article 15: Procedure for information disclosure
I. Standards for matter to be publicly announced and reported
- (I) Acquisition or disposal of real property from or to a
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stakeholder, or acquisition or disposition of assets other than real property or the right-of-use assets from or to a stakeholder where the trading value reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more. If provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(II) Mergers, demergers, acquisitions, or transfer of shares.
(III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out herein.
(IV) Where the type of asset acquired or disposed of is equipment or the right-of-use assets for operating purpose, the trading counterpart is not a stakeholder, and the trading value meets any of the following criteria:
For the company whose paid-in capital is less than NT$10 billion, the trading value reaches NT$500 million or more.
For the company whose paid-in capital is more than NT$10 billion, the trading value reaches NT$1 billion or more.
(V) Where land is acquired from non-stakeholders under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction reaches NT$500 million.
(VI) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, an investment in the mainland China area reaches 20 percent or more than of the Company’s paid-in capital, or NT$300 million; provided, this shall not
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apply to the following circumstances:

  1. Trading of domestic government bonds.

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

(VII) The amount of transactions above shall be calculated as follows:
1. Amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and dispositions of the same type of underlying asset with the same trading counterpart within the preceding year.
3. The cumulative transaction amount of real property from non-stakeholders acquisitions and dispositions (cumulative acquisitions and dispositions, respectively) within the same development project within the preceding year.
4. The cumulative transaction amount of securities acquisitions and dispositions (cumulative acquisitions and dispositions, respectively) within the same security within the preceding year.
(VIII) “Within the preceding year” as used in the preceding subparagraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the trading value.
II. Time limit for public announcement and report Where the Company’s acquisition or disposition of assets involves the items to be announced or trading value which meets the standards for public announcement and report referred to herein, the Company shall publicly announce and report the relevant information within two (2) days counting inclusively from the date of occurrence of the event.
III. Procedure for public announcement and report
(I) The Company shall publicly announce and report the relevant information on the competent securities authority’s designated website.
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(II) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies, and enter the information in the prescribed format into the information reporting website designated by the competent securities authority by 10th day of each month.
(III) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two (2) days counting inclusively from the date of knowing of such error or omission.
(IV) When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company’s headquarters, where they shall be retained for five (5) years, unless otherwise provided in laws.
(V) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with this Article, a public report of relevant information shall be made on the information reporting website designated by the competent securities authority within two (2) days counting inclusively from the date of occurrence of the event:
Change, termination, or rescission of a contract signed in regard to the original transaction.
The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
Change to the originally publicly announced and reported information.

Article 16: The Company’s subsidiaries shall comply with the following

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requirements:

I. The subsidiaries shall also adopt the “Operating Procedure for Acquisition or Disposition of Assets” in accordance with the “Regulations Governing the Acquisition and Disposition of Assets by Public Companies”.
II. Information required to be publicly announced and reported in accordance with standards for public announcement and report referred to in the “Regulations Governing the Acquisition and Disposition of Assets by Public Companies” on acquisitions and disposition of assets by a subsidiary of the Company that is not itself a public company in Taiwan shall be reported by the Company on behalf of the subsidiary.
III. The paid-in capital or total assets requirements in the disclosure and reporting criteria of subsidiaries shall be subject to the paid-in capital or total assets of this Company.

Article 17: Penalty

Where the Company’s employees handle acquisition or disposition of assets in violation of the Operating Procedure, the employees shall be reported for performance appraisal pursuant to the Company’s personnel management rules and employees’ work rules and disciplined subject to seriousness of the case.

Article 18: Enforcement and amendment

The Operating Procedure shall be enforced upon agreement by a majority of the Audit Committee members, and subject to resolution by a board of directors meeting and approval by a shareholders’ meeting. If a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and also state it to a shareholders’ meeting for discussion.

Where the Company has assigned the position of independent director, when the Operating Procedure is submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Article 19: Bylaw

Any matters not covered herein shall be implemented in accordance with related laws and regulations

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Attachment 1

The appraisal report shall record the following:

I. Notes to be recorded pursuant to the Regulations on Real Estate Appraisal.
II. Notes about professional appraisers and their officers.
(I) The name, capital, organization structure and staffs of professional appraisers.
(II) Name, age and educational background & work experience (with related certificates) of the appraiser’s officer, and year and period for which they have engaged in appraisal, and number of appraisal cases undertaken by them.
(III) Relationship among the professional appraiser, officer and client.
(IV)Issuance of the statement certifying that “the appraisal report is free from any false or concealed statement”.
(V) Date of the appraisal report.
III. The basic information about subject property shall include, at least, the name and nature, location and occupied area of the subject property.
IV. Comparable cases for transaction of real estate with the district where the subject property is situated.
V. Where the appraisal adopts limited price, specified price, or special price, please specify the conditions for the limited price, specified price or special price and whether such conditions are met, and the cause and reasonableness of difference from fair price, and whether the limited price, specified price or special price can duly serve as the reference for transaction price.
VI. The joint-construction contract, if any, shall state the reasonable allocation ratio between both parties.
VII. Estimation of land value increment tax.
VIII. Where the appraisal results given by the professional appraisers on the same date differ by 20% or more, whether Article 41 of the Real Estate Appraiser Act has applied.
IX. The attachments shall consist of the statement of appraisal on the subject property, ownership registration information, transcript of cadastral map, urban planning scheme, location map of the subject property, land zoning certificate, and photos showing current status of the subject property.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 4 Taita Chemical Company, Limited Stake of Directors

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

Title Name Stake
Wu, Yi-Gui
Chairperson （Representative of Union Polymer 139,298,343
International Investment Corporation）
Ma, Yi-kung
Director （Representative of USIFE Investment 1,338,240
Co., Ltd.）
Wu, Pei-Chi
Director (Representative of Union Polymer 139,298,343
International Investment Cor oration
p )
Ying, Pao-Lo
Director （Representative of USIFE Investment 1,338,240
Co., Ltd.）
Ke, Yi-Shao
Director （Representative of Taiwan Union 8,433,329
International Investment Corporation）
Independent
Chen, Tyan-Wen 0
Director
Independent
Way, Yung-Do 0
Director
Independent
Lee, Kuo-Shiang 0
Director
Independent
James Yuan 0
Director
Total Stake of Directors 149,069,912
Stake by Law of Directors 15,146,165
----- End of picture text -----

Note: 1. The said stake is the number of shares registered in the List of

Shareholders dated by the book due date (March 29) of the2022 AGM.

The total issued shares of TTC are 378,654,141 shares.
100 -

Appendix 5 The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE `：` No estimates should be

disclosed as no finaincal forecast was made for 2022.

==> picture [448 x 482] intentionally omitted <==

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

Year 2022
Item (Estimates)
Beginning paid-in capital NT$3,786,541,410
Cash dividend per share NT$2.0
Stock dividend of Stock dividend per share for capitalization with
0.05share
the year earnings.
(Note 1) Stock dividend per share for capitalization with capital
0share
reserve.
Operating income
Rate of increase (decrease) of operating income YOY
Net profit after tax
Impact on
Rate of increase (decrease) of net profit after tax YOY
business
EPS
performance
Rate of increase (decrease) of EPS YOY
Average ROI (reciprocal of average price-earnings ratio
(PER)
If issuing dividends in Proposed EPS
N/A (Note 2)
cash for capitalization
Proposed annual average ROI
with earnings
If no capitalization Proposed EPS
Proposed EPS with legal reserve Proposed annual average ROI
and PER If issuing dividends in Proposed EPS
cash for capitalization
with earnings without
Proposed annual average ROI
capitalization with
legal reserve
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Note 1: Dividend distribution for 2021 is shown according to the profit distribution

proposal resolved by the Board on March 9, 2022.

Note 2: TTC does not conduct open financial forecast of any kind, and the information relating to the impact on business performance, proposed EPS and PER are not applicable.

101 -
The company shall present all basic assumptions for estimates or proposed data.
Proposed EPS for issuing dividends in cash for capitalization with earnings.
= [Net profit after tax – Imputed interest for cash dividends x (1 – Tax rate)] ÷ [Total Issued Shares by End of Year – Number of Shares with Dividends]*
Imputed interest for cash dividends* = Amount of capitalization with earnings x General interest rate for one-year loan.
Number of Shares with Dividends**: The number of shares increased from the stock dividends in the previous year.
Annual PER: Annual Average Market Price Per Share ÷ EPA in the Annual Financial Statement.

Chairman ： Manager ： Case Officer ：

102 -

Appendix 6 Description of shareholders proposals `：`

Referring to Article 172-1 of the Company Act: “Shareholder(s) holding one per cent (1%) or more of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of shareholders, provided that only one matter shall be allowed in each single proposal of not more than 300 words.”
The acceptance period of proposals from shareholders for the 2022 AGM is from March 20, 2022 to March 30, 2022. Such information was disclosed on the Market Observation Post System by law on March 10, 2022.
No proposal from shareholder was received during the said period.
103 -

AI assistant

TTC — AGM Information 2022

51768_rns_2022-06-15_c91db7c3-6021-44c5-b5b9-5edb8e445273.pdf

Taita Chemical Company, Limited Handbook for the

2022 Annual General Meeting of Shareholders

Table of Contents

Taita Chemical Company, Limited Procedure of the 2022 Annual General Meeting

of Shareholders

2. Chairperson Takes Chair

4. Report Items

7. Adjournment

Taita Chemical Company, Limited Year 2022

Agenda of Annual General Meeting of Shareholders

I. Report Items ： Report 1

To report 2021 operating results.

Taita Chemical Company, Limited. 2021 Business Report

Report Items ：

Report 2

Taita Chemical Company, Limited

Audit Report

Report Items ：

II. Matters for Ratification and Discussion ：

Resolution ：

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of the Recognition of Sales Revenue from Customers of Specific Products

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

Deloitte & Touche

March 9, 2022

Notice to Readers:

TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

(Continued from the previous page)

(Continued from the previous page)

TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Notice to Readers:

TAITA CHEMICAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

Notice to Readers:

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of the Recognition of Sales Revenue from Customers of Specific Products

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers:

TAITA CHEMICAL CO., LTD. BALANCE SHEETS (In Thousands of New Taiwan Dollars) DECEMBER 31, 2021 AND 2020

Notice to Readers:

TAITA CHEMICAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

(Continued from the previous page)

(Continued from the previous page)

Notice to Readers:

TAITA CHEMICAL CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Notice to Readers:

TAITA CHEMICAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

(Continued from the previous page)

Matters for Ratification and Discussion ：

Resolution ：

Taita Chemical Company, Limited 2021 Profit Distribution Table

Matters for Ratification and Discussion ：

Resolution ：

TTC AGM Information 2022

I. Report Items `：` Report 1

Report Items `：`

Report Items `：`

II. Matters for Ratification and Discussion `：`

Resolution `：`

Matters for Ratification and Discussion `：`

Resolution `：`

Matters for Ratification and Discussion `：`

Resolution `：`

Resolution `：`

The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE `：` No estimates should be

Description of shareholders proposals `：`