TTC - AGM Information 2021 | FinancialReports.eu

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Meeting Procedure ................................................................................................ 1 Agenda ................................................................................................................... 2 Rules of Procedure ................................................................................................ 3 Reports ................................................................................................................. 13 Matters for Ratification ....................................................................................... 29 Discussion ....................................................................................................... . 43 Extempore Motions ............................................................................................. 47

Attachment

Comparison of Amendments to the Code of Ethical Conduct for Directors and Managerial Officers ............................................................................................. 48 Articles of Incorporation ..................................................................................... 53 List of the Company’s Current Directors ............................................................ 65 Impacts of proposed stock dividends on the operation performance, EPS and shareholders' return on investment of the Company ........................................... 67

Taiwan Tea Corporation Procedure for the 2021 Annual Meeting of Shareholders

1. Commencement of the Meeting

The Chairman in Position
Chairman Calls the Meeting to Order

4. Reports

Matters to be Ratified

6. Discussion

Extempore Motions

8. Adjournment

Taiwan Tea Corporation Agenda of the 2021 Annual Meeting of Shareholders

Date and time: Tuesday, June 15, 2021 9 A.M.
Location: (Building F) 1F., No. 3, Park St., Nankang Software Park, Taipei City
Chairman takes the notice of meeting as read
Chairman calls the meeting to order

5. Reports

(1) 2020 Business Report.
(2) Audit Committee’s 2020 Review Report.
(3) Report of amendment to the Company’s Code of Ethical Conduct for Directors and Managerial officers.

6. Matters to be ratified:

(1) Proposal for ratification of the 2020 operational financial statements (including the business report and individual financial statements) of the Company.
(2) Proposal for ratification of the 2020 earning distribution and loss reimbursement of the Company.

7. Discussion:

(1) Amendments to the Company’s “Rules for the Directors Election.”
Extempore motions

9. Adjournment

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Rules of Procedure for Shareholders’ Meetings of Taiwan Tea Corporation

Establishment on June 24, 1977 Amendment on March 28, 1998 Amendment on June 17, 2002 Amendment on May 30, 2007 Amendment on June 10, 2011 Amendment on June 5, 2012 Continuous use after amendment on September 29, 2016

Article 1: In order to establish a good governance system for the Company’s shareholders’ meetings, enhance the supervision capability and strengthen the management function, the Rules were established based on Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2: Unless otherwise specified by the laws or the Articles of Incorporation, the Company’s procedural rules for shareholders’ meetings shall be subject to the regulations of the Rules.
Article 3: Unless otherwise specified by the laws, the shareholders’ meetings of the Company shall be convened by the Board of Directors. Shareholders shall be notified 30 days before convening an annual shareholders’ meeting; for shareholders holding less than 1,000 shares of registered shares, they shall be notified by making an announcement on the Market Observation Post System 30 days prior to the meeting. As for an interim meeting of shareholders, the shareholders shall be informed 15 days before the meeting; for shareholders holding less than 1,000 shares of registered shares, they shall be notified by making an announcement on the Market Observation Post System 15 days prior to the meeting. The Company shall prepare electronic files of the meeting notice, proxy forms, 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 30 days before convening an annual shareholders’ meeting or 15 days before an interim meeting. In addition, the Company shall also prepare the shareholders’ meeting handbook and supplementary materials for the meeting in electronic version and upload them to the Market Observation Post System at least 21 days before an annual shareholders’ meeting or 15 days before an interim meeting of shareholders. The hard copies of the
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shareholders’ meeting handbook and supplementary materials for the meeting shall be prepared 15 days before the meeting, available at the Company's offices and the association of service agency thereof, and provided for shareholders at the meeting. The cause of convening a meeting shall be specified in the notice and announcement of the meeting.

Motions of election or discharge of directors, alteration of the articles of incorporation, dissolution, merger, split up of the Company, or anything as stated in Article 185-1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be stated in the cause of calling for the meeting and cannot be proposed as impromptu motions. Shareholders holding 1% or more of total issued shares may submit a written proposal to the Company for discussion at an annual meeting of shareholders. However, each shareholder may only submit one proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The Board may decline a proposal of motions pertinent to any conditions as specified in Article 172-1-(4) of the Company Act and not include them into the agenda.

The Company shall announce the acceptance of proposals submitted by shareholders. The place and the period for them to submit the proposals before the date on which share transfer registration is suspended before the convention of an annual shareholders’ meeting. The period for accepting the proposals shall not be less than 10 days.

The number of words of a proposal submitted by a shareholder shall be limited to not more than three hundred (300) words. Any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who submitted the proposal shall attend, in person or by proxy, the annual meeting of shareholders and participate in the discussion of such a proposal. The Company shall, prior to giving a shareholders’ meeting notice, inform all the shareholders submitting proposals of the proposal acceptance results and list the proposals meeting the regulations of this Article in the meeting notice. For the proposals submitted by shareholders not included in the agenda, the Board shall explain the reason for such exclusion at the shareholders’ meeting.

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Article 4: A shareholder may appoint a proxy to attend a shareholders’ meeting on his or her behalf with the Company’s proxy form specifying the scope of authorization.
A shareholder is limited to appoint a proxy with a proxy form and the proxy form shall be delivered to the Company no later than 5 days before a shareholders’ meeting. In case two or more proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless a declaration for revocation of the previous proxy is made.
If the shareholder intends to attend the shareholders’ meeting in person after the Company receives the proxy, he or she shall provide a written notice to the Company for revocation of the proxy 2 days prior to the shareholders’ meeting. Otherwise, the voting right exercised by the authorized proxy at the meeting shall prevail.
Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, 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: The Company shall specify the time and counter of shareholder registration and other relevant matters in the meeting notice.
The aforesaid shareholder registration shall begin 30 minutes prior to the meeting; sufficient and appropriate personnel shall be designated to conduct the registration at the counter, which shall be clearly identifiable.
A shareholder or a proxy authorized thereby (hereinafter referred to as the Shareholder) shall attend a shareholders’ meeting with his/her attendance card, sign-in card, or other certificates of attendance. Proxy solicitors shall bring their ID documents for verification.

The Company shall prepare a sign-in book for participating shareholders to sign, or a shareholder may also hand in his/her attendance sign-in card instead of signing.

The Company shall provide the shareholders attending the shareholders’ meeting with the meeting handbook, annual report, attendance card, speaker's slip and other materials related to the meeting. If there is an election of directors at the meeting, a ballot shall be attached.

Where the government or a juristic person is a shareholder, more than one representative may be assigned to attend the shareholders’ meeting. Where a juristic person is authorized to attend the shareholders’ meeting, only one representative may be assigned to attend the meeting.

Article 7: If a shareholders’ meeting is convened by the Board of Directors, the chair of the meeting shall be the Company’s Chairman. In case the Chairman is unable to perform duty due to leave of absence or any reasons, the Vice Chairman shall act on behalf of the Chairman. Where there is no Vice Chairman, or the Vice Chairman is also on leave of absence or is unable to perform his/her duty, the Chairman will appoint one of the directors to act on his/her behalf. If no one is appointed, the directors shall appoint one among themselves to perform the Chairman's duties on behalf thereof.

When a director serves as the chairman, 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. The same shall apply if a representative of a juristic person director serves the chairman.

It is advisable that a shareholders’ meeting convened by the Board of Directors shall have half or more of the directors in the Board present.

If a shareholders' meeting is convened by a party with the power to convene but other than the Board of Directors, the convening party shall chair the meeting. If there are two or more convening parties, one of them shall serve as the chairman.

The Company may appoint the retained attorney(s)-at-law, certified public accountant(s) or relevant personnel to participate in a shareholders’ meeting.

Article 8: The Company shall continuously record and tape-record the attendance registration of shareholders since the start of the registration, the process of a meeting and the voting and vote counting process.

The video and audio recording as mentioned in the preceding paragraph shall be kept at least for one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the

litigation.

Article 9: Attendance at shareholders' meetings shall be calculated based on the numbers of shares. The number of shares represented by the shareholders attending the meeting shall be based on the sign-in book's information or the sign-in cards collected, plus the number of shares with voting rights exercised in writing.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour of postponement. In the event that after twice postponements, the present shareholders represent still less than one-third of the total issued shares, the chair may announce the termination of the meeting.

If the quorum does not meet 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, the attending shareholders may reach a tentative resolution pursuant to Paragraph 1, Article 175 of the Company Act. Notice of such tentative resolution shall be given to each of the shareholders, and a shareholders’ meeting shall be reconvened within one month. When, prior to the 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: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board. 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 shareholder’s 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 arranged meeting agenda (including impromptu motions) as stated in the preceding two

paragraphs, except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, by agreement of a majority of the votes represented by the attending shareholders, one person shall be elected to continuously chair the meeting.

The chair shall grant adequate opportunities for clarification and discussion on an amendment or impromptu motions proposed by a shareholder. When the amendment or motion is considered to have been sufficiently discussed, the chair may announce to discontinue further discussions to proceed with the vote.

Article 11: Before speaking, an attending shareholder must fill in a speaker's slip with the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which the shareholders speak will be set by the chairman.
An attending shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken In case the content of the speech does not correspond to the content in the speaker's slip, the former shall prevail.

Each shareholder may not speak on the same proposal more than twice and for not more than 5 minutes each time unless otherwise permitted by the chairman. If the shareholder's speech violates the regulations or exceeds the scope of the agenda item, the chair may terminate the speech.

When a shareholder has the floor, other shareholders shall not interfere unless at the chair's consent or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chairman. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives may speak on the same proposal.
After a present shareholder completes the speech, the chair may respond either in person or through a relevant person designated.
Article 12: Voting in shareholders' meetings shall be calculated based on the number of shares.

For the resolution of a shareholders’ meeting, the shareholders' shares having no voting right shall not be counted in the total number of issued shares.

A shareholder who has a personal interest in the matter under
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discussion at a meeting, which may impair the Company's interests, shall not vote nor exercise the voting right on behalf of another shareholder.

The number of shares mentioned in the preceding paragraph that cannot be exercised for voting rights shall not be counted as the voting rights of the shareholders attending the meeting.

Except for trust enterprises or associations of service agency approved by the competent authority, when a person acts as the proxy for two or more shareholders, the number of voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the extra votes shall not be counted.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed nonvoting shares under Paragraph 2, Article 179 of the Company Act. The shareholders of the Company may execute their voting rights in writing in a shareholders’ meeting. Such mean of exercising the voting rights shall be expressly provided in the notice of the shareholders’ meeting. Shareholders who exercise their voting rights in writing shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived their voting rights in respect of any impromptu motions and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders’ meeting.
Where a shareholder elects to exercise his/her voting right in writing, his/her declaration of intention shall be served to the Company at least 5 days prior to the shareholders' meeting, whereas if two or more declarations of the same intention are served to the Company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made.
In case a shareholder who has exercised his/her voting right in writing intends to attend the shareholder’s meeting in person, he/she shall, 2 days prior to the meeting and in the same manner previously used in exercising his/her voting right, serve a separate declaration of intention to rescind his/her previous declaration of intention made in exercising the voting right under the preceding
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paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting right exercised in writing shall prevail. If a shareholder has exercised his/her voting right in writing and also authorized a proxy to attend the shareholders' meeting on his/her behalf, the voting right exercised by the authorized proxy at the meeting shall prevail.

Unless otherwise provided in the Company Act and the Articles of Incorporation of the Company, the decision of a proposal shall be resolved by a majority vote of the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall announce the total number of voting rights represented by the attending shareholders.

A proposal is considered passed if the chair receives no objection from any attending shareholders. This voting method shall carry the same effect as the conventional ballot method. For proposals to which any objection is raised, a decision shall be made by voting as stated in the preceding paragraphs. Besides proposals listed in the agenda, any other proposals, amendments or alternatives to the original proposals submitted by the shareholders shall have other shareholders' support. When there is an amendment or alternative to a proposal, the chair shall present the amendment or alternative together with the original proposal and decide the order in which they will be put to a vote. If one of these proposals is passed, all the other proposals shall be deemed vetoed and no further voting is necessary. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company.

The ballots in the voting or election process in a shareholders’ meeting shall be counted in an open manner inside the venue and immediately after vote counting has been completed. The voting results, 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: Where directors are elected in a shareholders' meeting, the election shall be duly conducted in accordance with relevant election regulations of the Company. The result of the election, including the names of elected directors and the number of votes, shall be announced on-the-spot.

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The ballots for the aforementioned election shall be kept in the box, sealed and signed by the monitoring personnel, and retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 15: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the chair's signature or seal and distributed to all shareholders of the Company within 20 days after the meeting. The distribution of the minutes of shareholders’ meetings may be effected by means of public notice. The minutes of shareholders’ meetings shall record the date and place of the meeting, the name of the chairman, the method of resolution, and a summary of the essential points of the proceedings and the results of the meeting faithfully, and shall be kept persistently throughout the life of the Company.
Where no objection to the method of resolution as mentioned is raised upon the inquiry of the chair for opinions from shareholders, specify “passed at unanimous consent of all attending shareholders upon the inquiry of the chairman,” which shall carry the same effect as the voting method. In case any objection is raised by the shareholders, specify the voting method and the number of votes in favor of the proposal and the proportion to the voting rights.
Article 16: The Company 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 meeting venue on the date of the shareholders’ meeting.
Where the proposals for resolutions may involve materiality under applicable regulations or Taiwan Stock Exchange Corporation (Taipei Exchange, TPEx), the Company shall upload the information to MOPS within the stipulated timeframe.
Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.
The chair may instruct the marshals or security guards to assist with the maintenance of order. The marshals or security guards at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal” or identification cards.
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Where the meeting venue is equipped with sound amplifier equipment, the chair may stop any speech delivered by shareholders not using the equipment installed by the Company.

When a shareholder violates the Rules of Procedure, defies the chair's correction, obstructs the proceedings and refuses to heed calls to stop, the chair may direct the marshals or security guards to escort the shareholder from the meeting.
Article 18: 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 impromptu 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 shall take effect after being approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
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Reports

One. 2020 Business Report

Taiwan Tea Corporation 2020 Business Report

Dear shareholders,

Welcome to today’s annual shareholders meeting. I would like to sincerely thank you for attending this meeting on behalf of all of our employees. We are very grateful for your encouragement and support to our directors and employees over the past year.

In recent years, Taiwan Tea Corporation has upheld the philosophy of sustainable operation and fulfilled our commitment to corporate social responsibility. With various advantages of our assets and tea making technology developed for over a hundred years, we progressively achieve the Company’s five main business goals. The overview of our 2020 operation is briefly described as follows:

I. Business Guidelines

The Company’s management team will continue to invest in our main business (namely the tea business) and relevant leisure industries and enhance our channel and distribution services to increase revenue and thereby stabilize our operation. With respect to the development of the tea business, in order to effectively control material safety and improve productivity, the Company adopts large- scale mechanized farming practices and introduces production and sales management procedures in the Laopi Tea Farm in Pingtung. An area of 452 hectares of land was planted with tea tree saplings in the first quarter in 2020. We have entered the second phase of promoting automated standard tea production. It is expected that our output of tea will increase year by year.

Our sale of tea in 2020 was affected by the global COVID-19 pandemic, and did not grow as expected. The Company’s management team reduced the

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expenditure in the production unit and adjusted the direction of our operation in response to the situation in the first half of 2020. Our business performance was back to normal in the second half of the year. However, since the pandemic has not mitigated yet, and the availability of vaccines is yet to be seen, the management team is expected to take conservative strategies regarding production by only investing capital expenditure costs relevant to the production and suspending the expenditure of all the relevant indirect items to reduce cash outflow. For the development of the business, the team will provide more flexibility to respond to market changes in the hope of facilitating our performance on a continuous basis. With regard to leisure industries, the LuGao Cafe Manor has delivered outstanding performance and attracted numerous tourists since its launch in August 2019. The manor tour and coffee manufacture experience services will be added in the future. In addition, we will continue to establish hardware and software equipment for our recreational stores, strengthen personnel training to improve service quality and promote the main feature of each spot to grasp the opportunity of domestic trips and raise operating profits.

For land assets, to continue our first operational goal of land utilization set in 2007, we will develop our land to increase shareholders’ equity. We will implement property development projects in line with the government’s national land planning policy. Our new large-scale plans cover the fields of industrial innovation, accommodation and recreation. In relation to our leisure business of tea ecology, we will progressively create a complete blueprint of leisure spots based on mountain and forest areas where our tea farms are distributed and the locations of our old tea factories and coffee manors by investing new equipment and expanding existing sites integrated with tea culture to maximize the benefits of our utilization of land and the overall value.

As for our shopping mall in the Asia Plaza Building, a business agent was originally commissioned to arrange for domestic and foreign well-known brands to move in and to negotiate with targeted famous large development firms for

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cooperation. However, due to the COVID-19 pandemic, these brands and firms have adopted a conservative investing strategy and wait-and-see attitude, disrupting our original plans and resulting in a situation that the shopping mall has not been fully put into service.

Currently, we are still working together with a famous solicitation group to maintain the operation, number of guests and popularity of the shopping mall. We also review and take response measures regarding the business mode changed by any reasons to expect for the pandemic to create business opportunities.

II. Overview of Implementation

(I) Tea business

(1) Sale and production of tea

As a result of the COVID-19 pandemic impact in the market in 2020, the drink industry was seriously damaged. The Company’s wholesale of tea leaves declined dramatically in the first half of 2020. However, even though there was an obvious improvement in the second half of the year after adjusting our strategies, the sales declined by 5%, comparing to 2019. Our Laopi Tea Farm, with the best productivity, produced 187 tons of tea materials in 2020, and will continue to increase its output year after year to facilitate the expansion of the wholesale business. Our target customers’ response to our products is in line with the Company’s expectation; therefore, the prospect for business is optimistic.

Except for the Laopi Tea Farm, our Xiong Kong, Daxi, San Yi and Tongluo, and Yuchi Tea Production Areas mainly produce premium tea and directly sell the tea through our own tourism tea factories, cultural museums and stores to achieve a balance between production and sales.

(2) Agricultural business

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We have accumulated a total area of 521 hectares of land sown with crops in our farms (496 hectares of tea farms; 13 hectares of coffee farms; 12 hectares of collective peach, plum, pomelo, bitter tea tree, olive and Lindley's pear farms) as of 2020, showing a slight increase compared to 2019. To improve the quality of processing of coffee, we established the LuGao Coffee Factory, equipped with the equipment needed for dry/washed/roasting processes. Moreover, we have acquired several world-famous coffee varieties such as Typica, Geisha, Y.Catuai, Maragogype, SL34, Villa Sarchi, Venecia, etc., to offer better flavor.

The Laopi Tea Farm currently has a total area of 452 hectares of land planted with tea tree saplings. The tea tree saplings in the first and second stages have been put into production, with an annual output of 187 tons. In addition, the construction of the new tea factory was completed. We are now in the second phase of machine installment.

(II) Leisure and tourism industry

Our other key business is the development of tourism and leisure. The Company uses the concepts of “health, leisure, environment” and “co-existence with the land” as the management principle and creates distinctive recreational spots combining different ecological environments with local culture, history, architecture and innovation from the north to the south of Taiwan. We currently have: the “Xiong Kong Tea Plantation” and “Daliao Historical Tea House” in New Taipei City, the “Daxi Tea Factory” in Taoyuan, the “Tongluo Tea Factory” in Miaoli, the “Sun Moon Lake Antique Assam Tea Farm” near the Sun Moon Lake in Nantou, and the “LuGao Cafe Manor” that was just put into service in August 2019. The "LuGao Cafe Manor," with a one-of-a-kind view surrounded by tea and coffee farms, especially, has attracted an endless stream of tourists since its operation and has surpassed the

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set goal in its second year of service and made profits ahead of time. In 2020, its operating revenue reached NT$ 31,074 thousand with a net profit of NT$ 7,169 thousand.

The Company’s revenue from the tourism business has been obviously affected since the second half of 2018 as a result of the poor economy, pension reform for military personnel, civil servants and teachers, restrictions against Chinese travelers entering Taiwan, and law and regulation amendments. At the beginning of 2020, due to the COVID-19 pandemic spreading around the globe, several industries were seriously damaged, including the Company. Fortunately, the pandemic has been well-controlled in the later stage in Taiwan, and our recreational spots are located in the natural environment or spacious areas. Our visitors have highly recognized the concepts of sustainable development and conservation of the natural ecological environment integrated into these spots through our long-term dedication to the sustainability of environments and the concern for culture and history as well as our strict pandemic prevention policies. In 2020, our recreational stores as a whole achieved outstanding performance with the operating revenue reaching NT$ 164,828 thousand, growing by NT$ 24,993 thousand compared to 2019.

In the future, we will continue to reinforce software and hardware facilities in these recreational spots, enhance personnel training, and be in line with the tourism development trend worldwide to make use of our advantages, realize sustainability goals, and improve market segmentation to create new values achieve another success.

(III) Land development business

In response to risks of market volatility during the pandemic,

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we plan to take conservative development strategies for our land development business this year. The main goal is still to increase the value and land-use benefit of our land assets through development projects in order to help expand the Company’s tea business and leisure business locations. An attitude of stable and continuous development is introduced for the expenditure of relevant expenses in development projects to replace the development strategy of multipoint and quick establishment adopted in recent years to create corporate operational profits on a continuous basis.

We will continue to seek investors for collective development and usage of land in large development projects for which the conversion into construction land or the acquisition of permission has been completed, including the “Sanyi Industrial and Commercial Complex Project (About 25.088 hectares)” with 9.2 hectares of commercial land available, the “Residential Complex Project to the North of Tongluo Science Park (About 29.468419 hectares)” available for building 300 single or twin luxurious houses, the “Industrial and Commercial Complex Project at Tongluo Jiuhu Section (About 15.728316 hectares)” available for constructing shopping malls, convention facilities, hotels and other large commercial bases with a scale of 4.6 hectares, and the “Zhongming Recreational Area Project (About 9.9405 hectares)” with 3.5 hectares of recreational land available (including amusement facilities, 125 hotels and service facilities). Furthermore, we will initiate and implement new projects regarding industry innovation, accommodation and recreation according to our annual plan this year to achieve the goal of increasing shareholders’ equity.

Our goal is to create a complete blueprint of leisure spots step by step with respect to the leisure business. According to the distribution of our tea farms operated in our land, we have acquired a

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registration license of leisure farm for the “Xiong Kong Forestry Tea Plantation” (About 7.7895 hectares) in Sanxia, New Taipei City, the “Shimen Forestry Recreational Farm Project” (About 4.6326 hectares)” in Daxi, Taoyuan, and the “Jiuhu Leisure Farm” (The area of the first phase is about 0.585922 hectares.) in Tongluo, Miaoli, which are operated as recreational farms. We will complete our locations concurrently used as a tea factory and a recreational farm by investing in new equipment and expanding the area in existing tea plantations.

(IV) Land asset management

The areas where our land assets stated in accounts are distributed include Taipei City (Zhongzheng, Neihu, Nangang), New Taipei City (Wulai, Xindian, Sanxia), Taoyuan City (Daxi, Fuxing), Wenshuikeng in Hsinchu County, Miaoli County (Tongluo, Sanyi), Nantou County (Yuchi, Puli), Kaohsiung City and Pingtung County. These are mainly agricultural land and forestry land. As of the end of January 2021, the total area of our land assets was 3,731 hectares.

We have filed the relevant information through computers to manage such massive land assets. All branches are responsible for carefully performing inspection and management and recording the results of regular inspections. We carry out irregular audits to prevent deforestation or overbuilding in order to maintain the completeness of land.

(V) Other high value-added businesses

(1) Interior construction business

In 2020, the main business was still to assist our stores and recreational farms in planning, reconstruction and renovation, including on-time completion of the construction planning and decoration of our “Neihu Corporate Headquarter”; the construction of a seating area and the decoration for relevant

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facility changes in the “Tongluo Tea Factory”; the constructions of public toilets and relevant maintenance in the “LuGao Cafe Manor” in Yuchi; the construction of wastewater treatment facilities to discharge the wastewater into the sewer system in the “Daxi Tea Factory.” In addition, we completed the renovation of the ASIAA and IOM building at Academia Sinica and several house construction projects. We have contracted for the construction of dry partition walls in BES Engineering's Huanan Bank Tucheng Branch construction project.

(2) Import and export key account business

The Import and Export Key Account Section achieved an operating revenue of NT$ 33,635 thousand from products distributed through certain channels based on our good relationship with upstream and downstream companies in the industry.

III. Implementation of the Business Plan

The Company's 2020 business revenue was NT$ 505,994 thousand, increasing by 2.69% compared to the business revenue of NT$ 492,721 thousand in 2019. The operating revenue was NT$ 311,765 thousand, accounting for 61.61% of the business revenue and growing by 4.27% compared to the operating revenue of NT$ 298,998 thousand in 2019. The non-operating revenue was NT$ 194,229 thousand, accounting for 38.39% of the business revenue and raising by 0.26% compared to the nonoperating revenue of NT$ 193,723 thousand in 2019. The current net loss after tax was NT$ 17,351 thousand, reducing by NT$ 128,604 thousand compared to the net loss after tax of NT$ 145,955 thousand in 2019, mainly as a result of the increase in the operating revenue and no losses in impairment of investment property recognized in the period. The other comprehensive income (net after tax) in the period was NT$ 45,872

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thousand, increasing by NT$ 51,070 thousand compared to the other comprehensive loss of NT$ 5,198 thousand in 2019, mainly due to valuation adjustments to the investment in equity instruments.

IV. Operating Budget Implementation Status

(I) Business revenue

The Company's 2020 business revenue totaled NT$ 505,994 thousand. The operating revenue, including the revenue from the sale of products, construction contract revenue, rental income and other operating revenue, totaled NT$ 311,765 thousand, growing by NT$ 12,767 thousand compared to 2019, thanks to the support from the operation of the “LuGao Cafe Manor.” The non-operating revenue, including the profit from the disposal of investment property, totaled NT$ 194,229 thousand, increasing by NT$ 506 thousand compared to 2019, as a result of higher profit from investment under the equity method of the year as compared to 2019.

(II) Operating expense

The Company's 2020 operating expense and non-operating expense were NT$ 459,328 thousand and NT$ 79,214 thousand, respectively, and totaled NT$ 538,542 thousand, decreasing by NT$ 126,734 thousand compared to 2019. Even though the operating cost increased as the operating revenue grew, the non-operating expense reduced by NT$ 118,038 thousand as compared to 2019 mainly because there was no loss in impairment of investment property recognized in this period.

V. Profitability analysis

Our operating revenue improved in 2020 thanks to the great performance achieved by our recreational stores as a whole, the newlyestablished “LuGao Cafe Manor” in particular. The Company will uphold the operating guidelines to focus on developing the main business and

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relevant leisure industries and continue to utilize our land assets in the hope of achieving effective use thereof and maximize their value. 2020 marked the 5th year of development of the investment in Laopi Tea Farm. The agricultural affairs have been implemented smoothly. With the tea farm management integrated with technology, tea leaves have grown well, and the production quality has remained high. However, since the pandemic has not yet been mitigated, the management team is expected to adopt conservative strategies regarding the production of tea leaves. In addition to postponing the plan of putting hardware equipment into service in order to defer capital expenditure, the team will review and test the procedures and allocation of production lines more carefully to maximize the effectiveness of the production lines. These measures enable us to have more flexibility on business promotion to respond to market changes. We hope that our main tea business can grow stably year by year. The Company has been in the transitional period in recent years; nevertheless, it is projected that we can make stable profits after the output of tea leaves grows year after year.

VI. Performance in research and development

The main purpose of our tea leaf-related technology research and development is to cut down costs, improve productivity and enhance quality. Our R&D results are tested and corrected numerously before being put into actual use. We take advantage of our rich experience in traditional tea production and utilize technology equipment and technology from different fields to create better results.

In 2020, Our research and development were oriented towards the digitization of tea leaf production and processing. We have currently completed the development of application software and will collect the data of farms for analysis. With respect to planting and cultivation in the farms, we will focus on labor- and energy-saving research to reduce investment costs.

Chairman: Ching-Yuan Wu Managerial officer: Chin-Yen Lin Accounting Officer: Pei-Chen Huang

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Two. 2020 Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors prepared the 2020 separate financial statements, business report and proposal for earning distribution and loss reimbursement. The CPAs of EY Taiwan assigned by the Board of Directors, Chih-Ming Chang and Chun-Ting Ma have audited the Company’s 2020 separate financial statements and issued an audit report with an unqualified opinion and Other Matters paragraph.

The Audit Committee determines that there is no nonconformity in the aforementioned 2020 separate financial statements, business report and proposal for earning distribution and loss reimbursement after its review. It thus reports the result as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. This report is hereby submitted for review.

Sincerely,

Taiwan Tea Corporation’s 2021 Annual Meeting of Shareholders

Audit Committee Convener

Sheng- Tsheng Lee

March 18, 2021

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Three. Report of Amendment to the “Code of Ethical Conduct for Directors and Managerial officers” of the Company.

Subject: Report of the amendments to the “Code of Ethical Conduct for Directors and Managerial officers” for review.

Explanation: The amendments (see the following pages; please refer to the attachment for the Amendment Comparison.) to the “Code of Ethical Conduct for Directors and Managerial officers” were made in accordance with the Letter Tai-Zheng-Suo-Zhi-Li-Zi No.1090009468 issued by the Taiwan Stock Exchange and the resolutions made at the ninth meeting of the 2nd Audit Committee and the tenth meeting of the 23rd Board of Directors.

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==> picture [60 x 48] intentionally omitted <==

Taiwan Tea Corporation

Code of Ethical Conduct for Directors and Managerial officers

2009.02.27(1906) Adoption by the Board of Directors 2015.02.10(2106) Amendment by the Board of Directors 2021.03.18(2310) Amendment by the Board of Directors

Article 1: Purpose of adoption

This Code is adopted to encourage directors and managerial officers of the Company (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards and to help interested parties better understand the ethical standards of the Company.

Article 2: Contents of the Code

(1) Minimizing incentives to pursue personal gain:

Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the Company. Examples include when a director or managerial officer of the Company is unable to perform their duties objectively and efficiently, or when a person in such a position takes advantage of his/her position in the Company to obtain improper benefits for either themselves or their spouse or relatives within the second degree of kinship. The Company shall pay particular attention to loans of funds, provisions of guarantees, major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise in which the aforesaid personnel works. However, if the aforesaid parties are not subject to the abovementioned procedures and may have conflicts of interest with the Company, the party concerned shall be notified to voluntarily explain to the Board of Directors of the Company whether there is any

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potential conflict between them and the Company.

(2) Minimizing opportunities to pursue personal gains:

The Company shall prevent any directors or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gains or acquire such gains by using company property or information or taking advantage of their positions; (2) Competing with the Company. When the Company has an opportunity for profit, it is the directors and managerial officers' responsibility to maximize the reasonable and proper benefits that can be obtained by the Company.

(3) Confidentiality:

The directors and managerial officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.

(4) Fair trade:

Directors and managerial officers shall treat all the suppliers and customers, competitors, and employees of the Company fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions or through misrepresentation of important matters, or other unfair trading practices.

(5) Safeguarding and proper use of company assets:

All directors and managerial officers have the responsibility to safeguard company assets and ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or a waste of the assets will directly impact the Company's profitability.

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(6) Legal compliance:

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

(7) Encouraging reporting on illegal or unethical activities:

The Company shall raise the awareness of ethics internally and encourage employees to report to any of the Company’s Audit Committee, managerial officer, chief internal auditor, or other appropriate individuals upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the Company shall establish a concrete whistle-blowing system, allow anonymous reporting, and make the employees aware that the Company will do its best to ensure the safety of whistleblowers and protect them from reprisals.

(8) Disciplinary measures:

When a director or managerial officer violates the Code of Ethical Conduct, the Company shall handle the matter in accordance with the disciplinary measures prescribed in the Code. It shall, without delay, disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code violated, and the disciplinary actions taken. The Company shall establish a relevant complaint system to provide remedies for the person acting in violation of the Code of Ethics Conduct.

Article 3: Procedures for exemption

The Board of Directors shall adopt an exemption for directors or managerial officers from compliance with the Code of Ethical Conduct. The information on the date on which the Board of Directors adopted the exemption, objections or reservations of independent directors, and the period of, reasons for, and principles supporting the application of the exemption must be disclosed without delay on the

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MOPS, so that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstances under which such an exemption occurs.

Article 4: Methods of disclosure

The Company shall disclose the Code of Ethical Conduct it has adopted, and any amendments to it, on the company website, in the annual reports and prospectuses, and on the MOPS.

Article 5: Enforcement

The Company's Code of Ethical Conduct, and any amendments to it, shall enter into force after being adopted by the Audit Committee and the Board of Directors and submitted to a shareholders’ meeting.

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Matters for Ratification

Ratification 1 Submitted by the Broad of Directors

Subject: Proposal for ratification of the 2020 operational financial statements (including business report and individual financial statements) of the Company.

Description: The 2020 operational financial statements (including the business report and separate financial statements) of the Company were approved by the resolution adopted at the Board meeting on March 18, 2021 and reviewed by the Audit Committee, and are hereby submitted for ratification.

Resolution:

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Independent Auditors’ Report Translated from Chinese

Independent Auditors’ Report

To Taiwan Tea Corporation

Opinion

We have audited the accompanying individual balance sheets of Taiwan Tea Corporation (the “Company”) as of December 31, 2020 and 2019, and the related individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the individual financial statements, including the summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the individual financial statements referred to above present fairly, in all material respects, the individual financial positions of the Company as of December 31, 2020 and 2019, and their individual financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits 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 Individual 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 individual financial statements. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

The Company recognized operating revenue in the amount of NT$311,765 thousand in 2020. Revenue are primarily related to sales of goods, construction revenue and rental revenue. Due to each revenue transaction process and the timing of revenue recognition are different, is a key audit matter when conducting the audit of the individual financial statements.

The audit procedures we performed regarding revenue recognition included but not limited to: evaluate the appropriateness of the accounting policies regarding revenue recognition; understand the transaction and recognition process and perform tests of control on the effectiveness of control points established by management; perform comparative analysis of major customers to assess the reasonableness of the transaction amounts and counterparties; read and understand the contracts to identify the timing of revenue recognition; perform analytical review procedures on gross profit margin by categories; verify the stage of the completion of construction; perform test of details, including select samples to inspect the purchase orders and delivery notes.

We also considered the appropriateness of the relevant disclosure included in Note 4 and Note 6 to the individual financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates accounted for under the equity method whose statements are based solely on the reports of other auditors. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates under equity method amounted to NT$ 16,775 thousand and NT$15,615 thousand, both representing 0% of individual total assets as of December 31, 2020 and 2019. The related shares of profit or loss of associates under the equity method amounted to NT$1,020 thousand and NT$(20,176) thousand, representing (3)% and 12% of the individual loss before tax for the years ended December 31, 2020 and 2019, respectively, and the related shares of other comprehensive income of associates under the equity method amounted to NT$140 thousand and NT$83 thousand, both representing 0% of the individual other comprehensive income for the years ended December 31, 2020 and 2019, respectively.

Responsibilities of Management and Those Charged with Governance for the Individual

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Financial Statements

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Individual Financial Statements

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

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

Identify and assess the risks of material misstatement of the individual 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
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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 internal control of the Company.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the individual financial statements, including the accompanying notes, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual 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 2020 individual financial statements and

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are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chih-Ming Chang Chun-Ting Ma Ernst & Young, Taiwan March 18, 2021

Notice to Readers

The accompanying individual financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such individual financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying individual financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2020 AND DECEMBER 31, 2019

(Expressed in Thousands of Dollars)

==> picture [532 x 64] intentionally omitted <==





ASSETS	Notes	December 31, 2020	December 31, 2019

CURRENT ASSETS
Cash and cash equivalents	4 & 6.(1)	$176,083	$125,284
Contract assets - current	4 & 6.(17)	5,784	2,180
Notes receivable,net	4 & 6.(4)& 12	1,492	2,166
Accounts receivable,net	4 & 6.(4)& 12	15,869	16,191
Accounts receivable from relatedparties,net	4 & 6.(4)& 7 & 12	151	170
Other receivables	6.(8)&12	820	849
Inventories	4 & 6.(5)& 8	895,242	885,040
Prepayments		77,938	67,033
Non-current assets held for sale	4 & 6.(6)& 8 & 12	4,720	12,752
Other current assets		384	1,336
Total current assets		1,178,483	1,113,001

NONCURRENT ASSETS
Financial assets at fair value through other
comprehensive income - non-current	4 & 6.(2)& 12	97,526	52,572
Financial assets measured at amortized cost -
non-current	4 & 6.(3)& 8 & 12	8,857	9,614
Investments accounted for usingequitymethod	4 & 6.(7)	16,775	15,615
Property, plant and equipment	4 & 6.(8)& 8	6,504,497	6,091,527
Right-of-use asset	4 & 6.(19)& 7	2,106	1,864
Investmentsproperty,net	4 & 5 & 6.(9)& 8	17,093,694	17,163,854
Intangible assets	4 & 6.(10)	1,512	1,948
Other non-current assets	6.(8)& 6.(11)& 8	195,038	145,739
Total non-current assets		23,920,005	23,482,733
TOTAL ASSETS		$25,098,488	$24,595,734

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

(continued)

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English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2020 AND DECEMBER 31, 2019

(Expressed in Thousands of Dollars)

==> picture [530 x 47] intentionally omitted <==




LIABILITIES AND EQUITY	Notes	December 31, 2020	December 31, 2019
CURRENT LIABILITIES
Short-term borrowings	6.(12)& 8 & 12	$80,000	$50,000
Short-term notes and billspayable	6.(13)& 8	-	49,772
Contract liabilities - current	4 & 6.(8)& 6.(17)	12,248	21,339
Notespayable	12	3,462	1,623
Accountspayable	12	12,339	11,592
Otherpayables	6.(8)& 7	126,556	135,047
Leased liability- current	4 & 6.(19)& 12	922	611
Currentportion of long-term debts	6.(14)& 8 & 12	763,300	344,980
Other current liabilities		2,760	3,575
Total current liabilities		1,001,587	618,539

NONCURRENT LIABILITIES
Long-term borrowings	6.(14)& 8 & 12	5,079,225	4,951,345
Deferred tax liabilities	4 & 6.(23)	3,204,341	3,235,082
Leased liability- non-current	4 & 6.(19)& 7 & 12	1,259	1,271
Long-term deferred revenue		7,356	7,356
Defined benefit liability,net	4 & 6.(15)	10,831	13,810
Guarantee deposits received		1,699	4,662
Total non-current liabilities		8,304,711	8,213,526
TOTAL LIABILITIES		9,306,298	8,832,065

EQUITY	6.(16)
Common stock		7,900,000	7,900,000
Capital surplus		2,206,175	2,206,175
Retained earnings
Legal reserve		495,587	495,587
Special reserve		3,363,664	3,396,105
Unappropriated earnings		1,829,507	1,813,499
Total retained earnings		5,688,758	5,705,191
Other equity		(2,743)	(47,697)
TOTAL EQUITY		15,792,190	15,763,669
TOTAL LIABILITIES AND EQUITY		$25,098,488	$24,595,734

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

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Thousands of Dollars, Except for Earnings per Share)

Notes	For the Years Ended December 31	For the Years Ended December 31
	2020	2019
4 & 6.(17) & 7 6.(19) & 6.(20) 6.(20) & 7 6.(19) & 6.(20) 6.(20) 6.(18) 6.(21) & 7 6.(21) & 7 6.(21) 6.(21) & 7 6.(18) 4 & 6.(7) 4 & 6.(23) 6.(22) 6.(24) 6.(24)	$311,765 (187,121)	$298,998 (178,150)
	124,644	120,848
	(93,540) (172,020) (6,678) 31	(100,469) (182,255) (7,199) 49
	(272,207)	(289,874)
	(147,563)	(169,026)
	59 5,824 187,064 (79,143) 191 1,020	65 6,833 85,291 (75,351) (191) (20,176)
	115,015	(3,529)
	(32,548) 15,197	(172,555) 26,600
	(17,351)	(145,955)
	778 44,954 140	1,955 (7,236) 83
	45,872	(5,198)
	$28,521	$(151,153)
	$(0.02)	$(0.18)
	$(0.02)	$(0.18)
	$(0.02)	$(0.18)
	$(0.02)	$(0.18)

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

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English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Thousands of Dollars)

						Others
						Unrealized gain (losses)
						on financial assets
				Retained Earnings		measured at
	Common	Capital	Legal	Special	Unappropriated	Fair Value through Other	Total
Item	Stock	Surplus	Reserve	Reserve	Earnings	Comprehensive Income	Equity
Balance as of January 1, 2019	$7,900,000	$2,206,175	$495,587	$3,426,260	$2,164,221	$(40,456)	$16,151,787
Appropriation of 2018 earnings:
Cash dividends	-	-	-	-	(236,965)	-	(236,965)
Net loss for the year ended December 31, 2019	-	-	-	-	(145,955)	-	(145,955)
Other comprehensive income for the year ended December 31, 2019	-	-	-	-	2,038	(7,236)	(5,198)
Total comprehensive income	-	-	-	-	(143,917)	(7,236)	(151,153)
Disposal of equity instrument measured at fair value through other comprehensive income	-	-	-	-	5	(5)	-
Reversal of special reserve, which previously set aside for the first-time adoption of IFRS	-	-	-	(30,155)	30,155	-	-
Balance as of December 31, 2019	$7,900,000	$2,206,175	$495,587	$3,396,105	$1,813,499	$(47,697)	$15,763,669
Balance as of January 1, 2020	$7,900,000	$2,206,175	$495,587	$3,396,105	$1,813,499	$(47,697)	$15,763,669
Net loss for the year ended December 31, 2020	-	-	-	-	(17,351)	-	(17,351)
Other comprehensive income for the year ended December 31, 2020	-	-	-	-	918	44,954	45,872
Total comprehensive income	-	-	-	-	(16,433)	44,954	28,521
Reversal of special reserve, which previously set aside for the first-time adoption of IFRS	-	-	-	(32,441)	32,441	-	-
Balance as of December 31, 2020	$7,900,000	$2,206,175	$495,587	$3,363,664	$1,829,507	$(2,743)	$15,792,190

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

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Thousands of Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments: Income and adjustment items : Depreciation Amortization Expected credit gain Interest expense Interest income Dividend income Share of loss (gain) of associates and joint venture accounted for using equity method Loss (gain) on disposal of property, plan and equipment Property, plan and equipment transferred to expenses Gain on disposal of investment properties Impairment loss of non-financial assets Other item (lease modification gain) Other item (Amortization of other non-current assets) Changes in operating assets and liabilities: Decrease (increase) in contract assets - current Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable from related parties Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in contract liabilities - current Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in defined benefit liability, net Cash from operating activities Income taxes (paid) refund Net cash used in operating activities	For the Years Ended December 31	For the Years Ended December 31
	2020	2019
	$(32,548) 93,526 638 (222) 79,143 (59) (6) (1,020) (89) 1,540 (186,943) - - 2,346 (3,604) 674 353 19 219 (10,115) (15,549) 752 (9,091) 1,839 747 (65,130) (815) (2,201)	$(172,555) 93,137 617 - 75,351 (65) - 20,176 238 18,629 (186,515) 101,296 (2) - 692 (1,504) (1,512) (63) 9,471 (61,956) (64,114) (619) (15,159) (4,029) (1,109) (133,416) (811) (2,491)
	(145,596) -	(326,313) (13,085)
	(145,596)	(339,398)

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

(continued)

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Thousands of Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Disposal of financial assets measured at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measure at amortized cost Acquisition of property, plant and equipment: Cost paid Interest paid Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Acquisition of intangible assets Acquisition of investment properties: Cost paid Proceeds from disposal of investment properties Increase in other non-current assets Increase in prepayment for business facilities Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term debt Repayments of long-term debt Increase in guarantee deposits received Decrease in guarantee deposit received Lease principal repayment Cash dividends paid Interest paid Net cash provided by financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	For the Years Ended December 31	For the Years Ended December 31
	2020	2019
	- - 757 (410,107) (5,824) 2,217 2,006 (202) (19,669) 281,541 (9,844) (88,349) 60 6	479 (743) - (454,627) (7,945) - 84,822 (237) (2,842) 306,249 (37,216) (52,847) 65 -
	(247,408)	(164,842)
	30,000 - (49,772) 13,117,010 (12,570,810) - (2,963) (611) - (79,051)	48,880 49,772 - 10,780,010 (10,122,705) 256 - (1,180) (236,965) (74,384)
	443,803	443,684
	50,799 125,284	(60,556) 185,840
	$176,083	$125,284

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

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Ratification 2 Submitted by the Broad of Directors

Subject: Proposal for ratification of the 2020 earning distribution and loss reimbursement of the Company.

Description: 1. The Company’s 2020 operational financial statements were completed and also audited by EY Taiwan. Please refer to the attached table for the 2020 earning distribution and loss reimbursement prepared by the Company in accordance with the Company Act and our Articles of Incorporation.
2.The Company incurred losses in 2020. Even though there were accumulated undistributed earnings at the end of the year, these earnings will be retained to consider future operating needs. Therefore, bonus will not be distributed to the shareholders.
This proposal was resolved and approved at the Board meeting on March 18, 2021 and reviewed by the Audit Committee, and is hereby submitted for ratification.

Resolution:

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Taiwan Tea Corporation Profit and Loss Appropriation Statement 2020

2020	2020
Unit: NT$
Retained earnings at the beginning of the period	1,813,498,684
Plus: Reversal of special reserves related to unrealized revaluation increments	32,440,168
Plus: Other comprehensive income - Defined benefit plan actuarial gains	918,402
Less: Net loss after tax in the period	(17,350,978)
Less: Legal reserves appropriated	(1,600,759)
Undistributed earnings at the end of the period	1,827,905,517

Chairman: Ching-Yuan Wu Managerial officer: Chin-Yen Lin Accounting Officer: Pei-Chen Huang

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Discussion

Discussion on Proposal 1 Proposed by the Board of Directors

Subject: Discussion of amendment of the Company’s “Rules for the Directors Election.”

Explanation:

The Company amended several provisions of the “Rules for the Directors Election” according to the Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by the Taiwan Stock Exchange, which was related to the simplified regulations on the convener of shareholders ’ meetings and director nomination procedures in the Company Act.
Refer to the attached “Amendment Comparison” for relevant amended provisions.
The proposal was resolved at the 10th meeting of the 23rd Board of Directors and was submitted to the 2021 annual meeting of shareholders for review.

Resolution:

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Taiwan Tea Corporation

Comparison of Amendments to the Rules for the Directors Election

Amended Provision	Original Provision	Reason of Amendment
Article 4 For the election of the Company's directors, unless otherwise provided in the Articles of Incorporation, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. Theconvenershall prepare votes in the number equal to the number of directors to be elected and distribute these votes to each shareholder. The said votes may be consolidated for the election of one candidate or may be split for the election of two or more candidates.	Article 4 For the election of the Company's directors, unless otherwise provided in the Articles of Incorporation, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. TheBoard of Directorsshall prepare votes in the number equal to the number of directors to be elected and distribute these votes to each shareholder. The said votes may be consolidated for the election of one candidate or may be split for the election of two or more candidates.	According to the Company Act, the convener of shareholders’ meetings may be the Board of Directors (Article 171), a minority shareholder (Article 173), or a shareholder holding more than 50% or more of the Company's total shares (Article 173- 1). Thus the description of the Article is amended.
Article 7 The Company shall adopt the candidate nomination system procedure specified in Article 192-1 of the Company Act for the election of the directors.	Article 7 The Company adopts the candidate nomination system procedure specified in Article 192-1 of the Company Act for the election of the directors. When reviewing the qualifications, education and work experience of director candidates and checking whether they meet any	The procedure for director nomination is amended and simplified based on Article 192-1 of the Company Act. Thus Paragraph 1 is

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Amended Provision	Original Provision	Reason of Amendment
Paragraph 2 is omitted. Paragraph 3 is omitted. Where the number of independent directorsdoes not meet the number specified in the	circumstance listed under Article	amended.
	30 of the Company Act, the Company shall not request certification documents regarding other qualifications. It
	shall provide the review result to
	the shareholders as a reference for them to elect appropriate directors. Paragraph 2 is omitted. Paragraph 3 is omitted. If any independent director is dismissedfor whatever reasons, resulting in the number of independent directors less than the number specified in the Articles of Incorporation, the Company isadvised to hold a by-election at a recent shareholders’ meeting. However, whenall independent directors are dismissed, an extraordinary shareholders’ meeting shall be convened for by-election within 60 days upon the occurrence of thefact.
provisotoParagraph 1, Article 14-2 of the Securities and Exchange Act, aby-election shall be held at a recent shareholders’ meeting; when all the independent director are dismissed, an extraordinary shareholders’ meeting shall be convened for by-election within 60 days upon the occurrence of the fact.
Article 9 Theconvener shall print ballots on which voters’ shareholder account number and the number of their votes shall be printed. In addition, these ballots shall be stamped with the Company's seal.	Article 9 TheBoard of Directors shall print ballots on which voters’ shareholder account number and the number of their votes shall be printed. In addition, these ballots shall be stamped with the Company's seal.	The Article is amended in compliance with the laws and regulations
Article 11 A ballot box shall be prepared by theconvener and opened by the monitoring personnel for examination before voting.	Article 11 A ballot box shall be prepared by theBoard of Directors and opened by the monitoring personnel for examination before voting.	The Article is amended in compliance with the laws and regulations

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Amended Provision	Original Provision	Reason of Amendment
Article 13 Ballots meeting any of the circumstances listed left shall become invalid: 1. The used ballotsarenot prepared by theconvener. (Items 2-9 are omitted.)	Article 13 Ballots meeting any of the following circumstances shall become invalid: 1. The ballotsprepared by the Companyarenot used. (Items 2-9 are omitted.)	Item 1 of the Article is amended in response to the amendment to Article 4 of the Rules.

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Extempore Motions

Adjournment

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Attachment I

	Attachment I	Attachment I	Attachment I
Code of Ethical	Taiwan Tea Corporation Conduct for Directors and Managerial officers Amendment Comparison
Amended Provision		Applicable Provision	Description
Title: Code of Ethical Conduct for Directors and Managerial officers of Taiwan Tea Corporation		Title: Code of Ethical Conduct for Directors, Supervisorsand Managerial officers of Taiwan Tea Corporation	The Company has established the Audit Committee to replace supervisors, and thus the title is amended.
Article 1: Purpose of adoption This Code is adopted to encourage directors and managerial officers of the Company (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards and to help interested parties better understand the ethical standards of the Company.		Article 1: Purpose of adoption This Code is adopted to encourage directors, supervisorsand managerial officers of the Company (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards, and to help interested parties better understand the ethical standards of the Company.	The word “supervisors” is removed as the Audit Committee has been established.
Article 2: Contents of the Code (1) Minimizing incentives to pursue personal gain: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the Company. Examples include when a director or managerial officer of the Company is unable to perform their duties objectively and efficiently, or when a person in such a position takes advantage of his/herposition in the		Article 2: Contents of the Code (1) Minimizing incentives to pursue personal gain: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the Company, for example, when a director, supervisoror managerial officer of the Company is unable to perform their duties objectively and efficiently, or when a person in such a position takes advantage of his/her	1. According to the Letter Tai-Zheng-Zhi- Li-Zi No.1090009468 issued on June 3, 2020 by the TWSE, the description in Paragraph 1 of Article 2 is simplified, considering that parents and children are relatives within the second degree of kinship.

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Amended Provision	Applicable Provision	Description
Company to obtain improper benefits for either themselves or their spouse or relatives within the second degree of kinship. The Company shall pay particular attention to loans of funds, provisions of guarantees, major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise in which the aforesaid personnel works. However, if the aforesaid parties are not subject to the above- mentioned procedures and may have conflicts of interest with the Company, the party concerned shall be notified to voluntarily explain to the Board of Directors of the Company whether there is any potential conflict between them and the Company. (2) Minimizing opportunities to pursue personal gains: The Company shall prevent any directors or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gains or acquire such gains by using company property or information or taking advantage of their positions; (2) Competing with the Company. When the Company has an opportunity for profit, it is the directors and managerial officers' responsibility to maximize the reasonable and proper benefits that can be obtained by the Company. (3) Confidentiality: The directors and managerial	position in the Company to obtain improper benefits for either themselves or their spouse, parents, childrenor relatives within the second degree of kinship. The Company shall pay particular attention to loans of funds, provisions of guarantees, major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise in which the aforesaid personnel works. However, if the aforesaid parties are not subject to the above- mentioned procedures and may have conflicts of interest with the Company, the party concerned shall be notified to voluntarily explain to the Board of Directorsor supervisorsof the Company whether there is any potential conflict between them and the Company. (2) Minimizing opportunities to pursue personal gains: The Company shall prevent any directors, supervisorsor managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gains or acquire such gains by using company property or information or taking advantage of their positions; (2) Competing with the Company. When the Company has an opportunity for profit, it is the directors, supervisors and managerial officers' responsibilityto maximize	2. The word “supervisors” is removed as the Audit Committee has been established. 3. The description is amended with reference to the regulations regarding anonymous reporting in Article 23 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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Amended Provision	Applicable Provision	Description
officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers. (4) Fair trade: Directors and managerial officers shall treat all the suppliers and customers, competitors, and employees of the Company fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions or through misrepresentation of important matters, or other unfair trading practices. (5) Safeguarding and proper use of company assets: All directors and managerial officers have the responsibility to safeguard company assets and ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or a waste of the assets will directly impact the Company's profitability. (6) Omitted (7) Encouraging reporting on illegal or unethical activities: The Companyshall raise the	the reasonable and proper benefits that can be obtained by the Company. (3) Confidentiality: The directors, supervisors and managerial officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers. (4) Fair trade: Directors, supervisorsand managerial officers shall treat all the suppliers and customers, competitors, and employees of the Company fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices. (5) Safeguarding and proper use of company assets: All directors, supervisors and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care,or a

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	Amended Provision		Applicable Provision	Description
	awareness of ethics internally and encourage employees to report to any of the Company’sAudit Committee,managerial officer, chief internal auditor, or other appropriate individuals upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report illegal conduct, the Company shall establish a concrete whistle-blowing system,allow anonymous reporting,and make the employees aware that the Company will do its best to ensure the safety of whistleblowersand protect them from reprisals. (8) Disciplinary measures: When a director or managerial officer violates the Code of Ethical Conduct, the Company shall handle the matter in accordance with the disciplinary measures prescribed in the Code. It shall, without delay, disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code violated, and the disciplinary actions taken. The Company shall establish a relevant complaint system to provide remedies for the person acting in violation of the Code of Ethics Conduct.		waste of the assets will all directly impact the Company's profitability. (6) Omitted (7) Encouraging reporting on illegal or unethical activities: The Company shall raise the awareness of ethics internally and encourage employees to report to any of the Company’s supervisor,managerial officer, chief internal auditor, or other appropriate individuals upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report illegal conduct, the Company shall establish a concrete whistle-blowing system and make employees aware that the it will do its best to ensure the safety of informantsand protect them from reprisals. (8) Disciplinary measures: When a director, supervisor or managerial officer violates the Code of Ethical Conduct, the Company shall handle the matter in accordance with the disciplinary measures prescribed in the Code. It shall, without delay, disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code violated, and the disciplinaryactions taken.

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Amended Provision	Applicable Provision	Description
	The Company shall establish a relevant complaint system to provide remedies for the person acting in violation of the Code of Ethics Conduct.
Article 3: Procedures for exemption The Board of Directors shall adopt an exemption for directors or managerial officers from compliance with the Code of Ethical Conduct. The information on the date on which the Board of Directors adopted the exemption, objections or reservations of independent directors, and the period of, reasons for, and principles supporting the application of the exemption must be disclosed without delay on the MOPS, so that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstances under which such an exemption occurs.	Article 3: Procedures for exemption The Board of Directors shall adopt an exemption for directors, supervisorsor managerial officers from compliance with the Code of Ethical Conduct, and the information on the date on which the Board of Directors adopted the exemption, objections or reservations of independent directors, and the period of, reasons for, and principles supporting the application of the exemption must be disclosed without delay on the MOPS, so that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstances under which such an exemption occurs.	The word “supervisors” is removed as the Audit Committee has been established.
Article 5: Enforcement The Company's Code of Ethical Conduct, and any amendments to it, shall enter into force after being adopted bythe Audit Committeeand the Board of Directors and submitted to a shareholders’ meeting.	Article 5: Enforcement The Company's Code of Ethical Conduct, and any amendments to it, shall enter into force after being adopted by the Board of Directors,delivered to each supervisor,and submitted to a shareholders’ meeting.	The Company has established the Audit Committee to replace supervisors, and therefore, the description of the Article is amended.

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Articles of Incorporation of Taiwan Tea Corporation

50th amendment on May 23, 2019

Chapter I General Provisions

Article 1: The Company has been duly incorporated in accordance with the rules on the company limited by shares of the Company Act and titled “Taiwan Tea Corporation.”

Article 2: The scope of the Company's business services is shown as follows:

A101020 Growing of Crops. 2. A101030 Growing of Special Crops. 3. A102020 Agricultural Products Preparations. 4. A102050 Agricultural Services. 5. B202010 Mining of Non-metallic. 6. B601010 On land Clay and Stone Quarrying. 7. C110010 Beverage Manufacturing. 8. C111010 Tea Manufacturing. 9. E801010 Indoor Decoration. 10. E801030 Indoor Light-gauge Steel Frame Engineering. 11. E901010 Painting Engineering. 12. F102030 Wholesale of Tobacco Products and Alcoholic Beverages.
F102050 Wholesale of Tea Leaves. 14. F102040 Wholesale of Nonalcoholic Beverages. 15. F102170 Wholesale of Foods and Groceries. 16. F201010 Retail Sale of Agricultural Products. 17. F203010 Retail sale of Food Products and Groceries. 18. F203020 Retail Sale of Tobacco and Alcohol. 19. F108031 Wholesale of Medical Devices. 20. F208031 Retail Sale of Medical Apparatus. 21. F401161 Tobacco Products Import. 22. F401171 Alcohol Products Importation. 23. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
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24. F209060	Retail Sale of Culture, Education, Musical	Retail Sale of Culture, Education, Musical
	Instruments and Educational Entertainment
	Supplies.
25. F113020	Wholesale of Household Appliance.
26. F213010	Retail Sale of Electrical Appliances.
27. F113050	Wholesale of Computers and	Clerical
	Machinery Equipment.
28. F213030	Retail Sale of Computers and	Clerical
	Machinery Equipment.
29. F113070	Wholesale of Telecom Instruments.
30. F213060	Retail Sale of Telecommunication Apparatus.
31. F116010	Wholesale of Photographic Equipment.
32. F216010	Retail Sale of Camera Equipment.
33. F105050	Wholesale of Furniture, Bedding	Kitchen
	Utensils and Fixtures.
34. F205040	Retail Sale of Furniture, Bedding Kitchen
	Utensils and Fixtures.
35. F401010	International Trade.
36. F501030	Beverage Shops.
37. F501050	Public Houses and Beer Halls.
38. F501060	Restaurants.
39. HZ02010	Financial Institution Creditor's Right(Money)
	Purchase.
40. HZ02020	Process Financial Institution	Creditor's
	Right(Money) Appraisal and	Auction
	Business.
41. H701010	Housing and Building Development and
	Rental.
42. H701020	Industrial Factory Development and	Rental.
43. H701040	Specific Area Development.
44. H701060	New Towns, New Community Development.
45. H701080	Urban Renewal Reconstruction.
46. H703090	Real Estate Commerce.
47. H703100	Real Estate Leasing.

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H703110 Senior Citizen Residence. 49. I101070 Agriculture, Forestry, Fishing and Livestock Consulting.
I101090 Food Consulting. 51. IG01010 Biotechnology Services. 52. JD01010 Industrial and Commercial Credit Checking Service.
D101060 Self-usage power generation equipment utilizing renewable energy industry.
D401010 Thermal Energy Supply. 55. A102041 Recreational Agriculture. 56. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The total amount of the Company’s investment in other companies may be more than 40% of the Company's paid-in-capital.
Article 4: The Company is headquartered in Taipei City and may establish branches in appropriate locations.

Chapter II Shares

Article 5: The public announcement method of the Company is subject to Article 28 of the Company Act.
Article 6: The Company has a capital of NT$ 16 billion in 1.6 billion shares. Each share has a par value of NT$ 10. The Board of Directors is authorized to issue the shares at different phases.
An amount of NT$ 0.2 billion of the capital referred to in the preceding paragraph shall be reserved for the issuance of employee stock warrants totaling 20 million shares. The par value of each share is NT$ 10. The shares may be issued at different phases according to the resolution of the Board of Directors.
Article 6-1: If the Company offers the employee stock warrants at a subscription price lower than the market price, the resolution made thereto shall be adopted by a large majority representing two thirds or more of the votes at a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares shall be required.
Article 7: The stocks of the Company are registered form. They shall be
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numbered and signed by or affixed with the stamps of the Chairman and managing directors. The stocks may be issued only after being authenticated by the competent authority or an issuance registration institution approved by the competent authority. The Company is exempted from printing share certificates for the issued shares. However, all the issued shares shall be registered with the centralized depository institution.

Article 8: Transfer of share ownership shall be suspended within 60 days prior to an annual meeting of shareholders or 30 days before an extraordinary shareholders' meeting, or within 5 days prior to the record date on which the Company has decided to distribute dividends and bonuses or other benefits.
Article 9: The Company shall handle its share-related affairs in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” announced by the competent authority.

Chapter III Shareholders’ Meetings

Article 10: The Company’s meetings of shareholders include annual and extraordinary meetings. The annual meetings are convened once a year within 6 months after the close of a fiscal year. The extraordinary meetings may be held whenever deemed necessary according to laws and regulations. For convening an annual meeting of shareholders, a notice shall be given to all shareholders 30 days before the meeting; before convening an extraordinary meeting of shareholders, a notice shall be given to all shareholders 15 days prior to the meeting.
Unless otherwise specified in the Company Act, the shareholders’ meetings referred to in the preceding paragraph shall be convened by the Board of Directors.
Article 11: Where the Board of Directors may call for a shareholders’ meeting, the Chairman of the Company shall preside over the meeting. In the absence of the Chairman for any reason, the Vice Chairman shall act on behalf of and in the name of the Chairman to preside over the meeting. Where there is no seat of a Vice Chairman, in the absence of the Vice Chairman or where the Vice Chairman cannot perform his/her duties for any reason, the Chairman shall appoint a director to preside over the meeting. If the Chairman does not have a
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representative appointed to attend the meeting, the attending directors shall appoint one among themselves to preside over the meeting. Where a shareholders' meeting is convened by any convener other than the Board of Directors, the convener shall chair the meeting. Where there are two or more conveners, they shall appoint one among themselves to serve as the chair. .

Article 12: Shareholders are entitled to one vote for each share of holding. However, the shareholders shall not be entitled to voting rights if they meet any of the circumstances specified in Article 179 of the Company Act.

Any shareholder who is unable to attend a shareholders’ meeting for whatever reason may appoint a proxy to attend the meeting by presenting a written proxy printed by the Company and stamped with the seal retained by the Company indicating the scope of the authorization. The use of the written proxy shall be subject to Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” formulated by the competent authority based on Article 25 of the Securities and Exchange Act.

The written proxy referred to in the preceding paragraph shall be served to the Company 5 days prior to the date of convening the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail unless a declaration for revocation of the previous proxy is made.

According to the competent authority regulations, the shareholders of the Company may exercise voting rights in an electronic form. Any shareholder exercising voting rights in an electronic form shall be deemed as having attended the shareholders’ meeting in person. Relevant matters shall be handled pursuant to laws and regulations.

Article 13: Unless otherwise specified in relevant laws and regulations, resolutions of shareholders' meetings shall be adopted by a majority of votes of shareholders at a meeting attended by shareholders representing a majority of the total number of the issued shares; the shareholders may attend the meeting either in person or by their proxies.

Resolutions adopted at a shareholders’ meeting shall be recorded in

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the minutes of the meeting. The meeting minutes shall be affixed with the chair's signature or seal and distributed to all shareholders within 20 days after the meeting. The meeting minutes referred to in the preceding paragraph may be distributed in the form of an announcement.

Chapter IV The Board of Directors

Article 14: The Company shall assign 10 to 15 directors. The said number of directors shall include at least 3 independent directors representing no less than one-fifth of the directors. All directors shall serve a term of 3 years and shall be elected by shareholders from the list of nominated candidates using the candidate nomination system. The directors may be re-elected for consecutive terms. Independent directors and directors shall be elected at the same time, with the elected seats counted separately.
The professional qualifications, restrictions on shareholdings and concurrent positions, determination of independence, methods of nomination and election, and other requirements of independent directors shall be subject to the laws and regulations of the Company Act and the same established by the competent authority of securities.

The total number of registered shares held by all directors shall conform to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” established by the competent authority.

Where one-third of the seats of directors are vacant, the Board of Directors shall call an extraordinary shareholders’ meeting within 60 days to elect succeeding directors. The term of each succeeding director shall be limited to the remaining term of his/her predecessors.
Article 15: The Board of Directors consists of directors. The directors shall elect one among themselves to serve as the Chairman and may elect another director to serve as the Vice Chairman to assist the Chairman. The Chairman takes charge of all the business within the Company and serves as the representative of the Company to the public.
Article 16: The Chairman shall act as the chair of the Board of Directors to take charge of relevant affairs. Where the Chairman is absent for
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any reason, the Vice Chairman shall act as the deputy thereof. If there is no seat of a Vice Chairman or the Vice Chairman is absent for any reason, the Chairman shall appoint one director to act on his/her behalf. Where the Chairman does not appoint a director to attend meetings, the attending directors shall appoint one among themselves to serve as the Chairman's deputy.

Article 17: The duties and powers of the Board of Directors are as follows:

I. Review and approval of essential rules and regulations.

II. Decision on business guidelines.

III. Determination of budgets and final accounting.

IV. Establishment of earning distribution plans.

V. Establishment of capitalization and decapitalization plans.

VI. Handling of real estate trades.

VII. Appointment of the Company's key personnel.

VIII. Decision on the Company's organizational adjustment.

IX. Decision on essential matters that do not belong to the preceding paragraphs.

X. Any other duties and powers provided pursuant to the Company Act and the resolutions of shareholders’ meetings.

Article 18: The Board of Directors shall hold an annual meeting once a quarter. A notice shall be given to all directors 7 days before the date of the annual meeting. An extraordinary board meeting may be convened whenever it is deemed necessary. All the annual meetings and extraordinary board meetings shall be convened by the Chairman. The Company's board meetings may be convened in a written or electronic form, or by fax.
Any director who cannot attend a board meeting for whatever reasons may appoint any other director to act on his/her behalf by presenting a written proxy that indicates the scope of authorization with reference to the subjects to be discussed at the meeting. The proxy referred to in the preceding paragraph may be appointed for only one director.

The Board of Directors meetings may be held in the form of a teleconference, and the directors participating in the teleconference shall be deemed to attend the meeting in person.

Article 19: Unless otherwise specified in the Company Act, resolutions of the

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Board of Directors shall be adopted by a majority of directors at a meeting attended by a majority of all directors. Where any director has a personal interest in any matter at the board meeting, the director shall explain essential matters regarding the concerned personal interest at the board meeting, and shall recuse himself/herself from the discussion on the proposal in which the director is involved.

Article 20: No matter whether there is a profit or loss in the current year, the Company shall authorize the Board of Directors to establish the payment standard in reference to peers and pay remuneration to directors according to the standard.
Chapter V Audit Committee
Article 21: The Company has the Audit Committee set up in accordance with Article 14-4 of the Securities and Exchange Act to substitute for supervisors. The Audit Committee or the members thereof shall be responsible for exercising the supervisors’ duties and powers specified in the Company Act, the Securities and Exchange Act, and other laws and regulations.
The Board of Directors may establish other functional committees, and the Board of Directors shall formulate the rules of those committees.
Article 22: The duties and powers of the Audit Committee are as follows:
I. Investigation of the Company's financial position.
II. Audit of books of account and documents.
III. Inquiry about the Company’s business status.
IV. Supervision of employees’ performance of exercising their duties and reporting of any violation and omission.
V. Any other duties and powers provided pursuant to the Company Act.
Article 23: No matter whether there is a profit or loss in the current year, the Company shall authorize the Board of Directors to establish the payment standard in reference to peers and pay remuneration to independent directors according to the standard.
Chapter VI Managerial Officers
Article 24: The Company shall have one General manager or their equivalents, assistant general managers or their equivalents, deputy and several
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Assistant general managers. A majority of directors adopts the appointment and dismissal of the General manager and Assistant general managers at a board meeting attended by a majority of all directors pursuant to Article 29 of the Company Act.

Article 25: The President shall handle daily affairs in accordance with law or regulations and under the resolutions of the Board of Directors with the Assistant general managers’ assistance.
Chapter VII Final Accounting and Distribution of Earnings
Article 26: At the close of each fiscal year, the Board of Directors shall prepare the statements and records listed left,
hand these statements and records to the Audit Committee for audit within 30 days before convening the annual meeting of shareholders. Then, submit the same to the annual meeting of shareholders for ratification.

I. Business report.

II. Financial statements.

III. Proposals of earning distribution or loss appropriation.

Article 27: Annual profits concluded by the Company shall be subject to employee remuneration of at least 1%, which may be distributed in shares or cash depending on the resolution made by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies that meet certain requirements. Subject to the resolution made by the Board of Directors, director remuneration may be provided up to 5% of the above-mentioned annual profits.
A majority of directors shall adopt the resolution made to employee remuneration and director remuneration at a board meeting attended by at least two-thirds of the members of the Board of Directors; a report on the employee remuneration shall be submitted to the shareholders’ meeting.
Profits must first be taken to offset cumulative losses, if any, before being distributed to employees and directors as remuneration at the percentages mentioned above.
Article 27-1: The Company is in the phase of booming growth in our business life cycle. We have increasingly expanded our
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business scale to become an entity that will continue as a going concern. In consideration of the Company's future financing needs and long-term financial plans, the distribution of future earnings is described as follows:

If the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the balance to the legal reserve, unless the legal reserve reaches the amount of the Company paid-in capital, and also make provision/reversal of special reserves pursuant to laws. The residual balance shall be added to accumulated undistributed earnings as earnings to be allocated that may be retained by the Board of Directors, depending on operational requirements. The Board of Directors shall also draft a motion for allocating the residual balance plus the undistributed earnings and submitting the same to a shareholders' meeting to resolve whether shareholder bonus shall be allocated.

The Company may allocate shareholder bonus in cash or shares, and the dividend in cash shall not be less than 10% of the total shareholder bonus.

Where allocation of dividends and bonuses to shareholders, or allocation of legal reserves and capital reserves, in whole or in part, is made in cash, the Board of Directors is authorized to make a resolution thereto that shall be adopted by a majority of directors at a board meeting attended by at least two-thirds of the directors in the Board. Then the allocation shall be reported at a shareholders’ meeting.

Chapter VIII Supplemental Provisions

Article 28: The organizational regulations of the Company shall be established separately.
Article 29: Matters that the Articles of Incorporation do not cover shall be handled in accordance with the Company Act.
Article 30: The Articles of Incorporation was established on March 8, 1950. The first amendment thereto was made on June 20, 1953; the second amendment thereto was made on March 10, 1955; the third amendment thereto was made on May 28, 1956; the fourth amendment thereto was made on May 30, 1959; the fifth
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amendment thereto was made on September 5, 1959; the sixth amendment thereto was made on August 27, 1960; the seventh amendment thereto was made on June 24, 1961; the eighth amendment thereto was made on June 4, 1967; the ninth amendment thereto was made on June 21, 1969; the tenth amendment thereto was made on August 25, 1972; the eleventh amendment thereto was made on June 28, 1975; the twelfth amendment thereto was made on June 24, 1977; the thirteenth amendment thereto was made on October 21, 1978; the fourteenth amendment thereto was made on May 31, 1979; the fifteenth amendment thereto was made on May 31, 1980; the sixteenth amendment thereto was made on August 29, 1981; the seventeenth amendment thereto was made on June 19, 1982; the eighteenth amendment thereto was made on June 18, 1983; the nineteenth amendment thereto was made on June 15, 1985; the twentieth amendment thereto was made on June 21, 1986; the twenty-first amendment thereto was made on June 20, 1987; the twenty-second amendment thereto was made on April 25, 1988; the twenty-third amendment thereto was made on June 7, 1989; the twenty-fourth amendment thereto was made on April 10, 1990; the twenty-fifth amendment thereto was made on May 31, 1991; the twenty-sixth amendment thereto was made on May 30, 1992; the twenty-seventh amendment thereto was made on April 10, 1993; the twenty-eighth amendment thereto was made on April 8, 1994; the twenty-ninth amendment thereto was made on April 29, 1995; the thirtieth amendment thereto was made on March 27, 1996; the thirty-first amendment thereto was made on April 26, 1997; the thirty-second amendment thereto was made on March 28, 1998; the thirty-third amendment thereto was made on April 15, 2000; the thirty-fourth amendment thereto was made on May 17, 2001; the thirty-fifth amendment thereto was made on June 17, 2002; the thirty-sixth amendment thereto was made on May 9, 2003; the thirty-seventh amendment thereto was made on June 11, 2004; the thirty-eighth amendment thereto was made on June 15, 2006; the thirty-ninth amendment thereto was made on May 30, 2007; the fortieth amendment thereto was made on June 13, 2008; the forty-first amendment thereto was made on June 10, 2009; the forty-second amendment thereto was made on June 15, 2010; the forty-third

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amendment thereto was made on June 5, 2012; the forty-fourth amendment thereto was made on May 10, 2013; the forty-fifth amendment thereto was made on June 20, 2014; the forty-sixth amendment thereto was made on June 8, 2016; the forty-seventh amendment thereto was made on September 29, 2016; the fortyeighth amendment thereto was made on June 13, 2017; the fortyninth amendment thereto was made on June 12, 2018;the fiftieth amendment thereto was made on May 23, 2019.

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List of the Directors and Independent Directors of the 23rd Board of Directors

Title	Name	Date elected	Shareholding when elected	Shareholding when elected	Number of shares held on April 17,2021	Number of shares held on April 17,2021
			Number of shares	Shareholdin gratio	Number of shares	Shareholding ratio
Director	Shan Young Assets Management Co., Ltd. Representative: Ching-YuanWu	August 1, 2019 Term: 3 years	94,072,000	11.91%	148,361,000	18.78%
Director	Chou Chin Industrial Co., Ltd. Representative: Lien-Kai Chan	August 1, 2019 Term: 3 years	15,298,000	1.94%	21,215,000	2.69`％`
Director	YSC Marketing Co., Ltd. Representative: Wei-Lin Shao	August 1, 2019 Term: 3 years	20,000,000	2.53%	20,000,000	2.53%
Director	Global International Investment Co., Ltd. Representative: Ling-ChiChang	August 1, 2019 Term: 3 years	18,481,000	2.34%	18,481,000	2.34%
Director	Global International Investment Co., Ltd. Representative: Chia-Min Chang	August 1, 2019 Term: 3 years	18,481,000	2.34%	18,481,000	2.34%
Director	Chin-Yen Lin	August 1, 2019 Term: 3years	17,500,000	2.22%	18,000,000	2.28%
Director	DeChuan Development Ltd. Representative: Hsuan-Yu Liao Chen	August 1, 2019 Term: 3 years	2,720,000	0.34%	2,720,000	0.34%
Director	We-Fu Investment Co., Ltd. Representative: Chih-KuangYen	August 1, 2019 Term: 3 years	8,199,000	1.04%	9,900,000	1.25%
Director	Shan Young Assets Management Co., Ltd. Representative: Yu- ChangHuang	August 1, 2019 Term: 3 years	94,072,000	11.91%	148,361,000	18.78%
Director	An-Mei Investment Co., Ltd. Representative: Shiou -Chyi Lin	August 1, 2019 Term: 3 years	7,017,428	0.89%	7,017,428	0.89%
Independent director	Sheng-Tsheng Lee	August 1, 2019 Term: 3years	0	-	0	-

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Independent Director	Chung-Ho Sung	August 1, 2019 Term: 3 years	0	-	0	-
Independent Director	Li-Chi Yeh	August 1, 2019 Term: 3years	0	-	0	-

I. The total number of the Company's issued shares is 790,000,000. The minimum number of shares required to be held by all directors shall be 25,280,000 pursuant to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”
II. The number of shares held by all directors (excluding independent directors) up to the last day for the transfer of registration was 245,694,428 conforming to the statutory standard.
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Impacts of proposed stock dividends on the operation performance, EPS and shareholders' return on investment of the Company

Not applicable since the distribution of share dividends in 2020 was not proposed according to the resolution adopted at the Company’s Board meeting on March 18, 2021.

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AI assistant

TTC — AGM Information 2021

52233_rns_2021-08-24_a49d7b9a-4544-4717-9307-d69ee0cbf774.pdf

Table of Contents

Attachment

1. Commencement of the Meeting

4. Reports

6. Discussion

8. Adjournment

Taiwan Tea Corporation Agenda of the 2021 Annual Meeting of Shareholders

5. Reports

6. Matters to be ratified:

7. Discussion:

9. Adjournment

Rules of Procedure for Shareholders’ Meetings of Taiwan Tea Corporation

Reports

One. 2020 Business Report

Taiwan Tea Corporation 2020 Business Report

I. Business Guidelines

II. Overview of Implementation

(I) Tea business

(1) Sale and production of tea

(2) Agricultural business

(II) Leisure and tourism industry

(III) Land development business

(IV) Land asset management

(V) Other high value-added businesses

(1) Interior construction business

III. Implementation of the Business Plan

IV. Operating Budget Implementation Status

(I) Business revenue

(II) Operating expense

V. Profitability analysis

VI. Performance in research and development

Two. 2020 Audit Committee’s Review Report

Audit Committee’s Review Report

Sincerely,

Sheng- Tsheng Lee

Taiwan Tea Corporation

Code of Ethical Conduct for Directors and Managerial officers

Article 1: Purpose of adoption

(1) Minimizing incentives to pursue personal gain:

(2) Minimizing opportunities to pursue personal gains:

(3) Confidentiality:

(4) Fair trade:

(5) Safeguarding and proper use of company assets:

(6) Legal compliance:

(7) Encouraging reporting on illegal or unethical activities:

(8) Disciplinary measures:

Matters for Ratification

Independent Auditors’ Report Translated from Chinese

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter – Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Individual

Financial Statements

Auditor’s Responsibilities for the Audit of the Individual Financial Statements

Notice to Readers

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2020 AND DECEMBER 31, 2019

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2020 AND DECEMBER 31, 2019

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Thousands of Dollars, Except for Earnings per Share)

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Thousands of Dollars)

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Thousands of Dollars)

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Thousands of Dollars)

Taiwan Tea Corporation Profit and Loss Appropriation Statement 2020

Discussion

TTC AGM Information 2021