TTC — Annual Report 2020

Aug 24, 2021

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1. The name, title, and phone number of the spokesperson

Spokesperson: Li-Chuan Kao	Spokesperson: Li-Chuan Kao	Deputy Spokesperson:Kuang-Chih Cheng, Pei-Chen Huang	Deputy Spokesperson:Kuang-Chih Cheng, Pei-Chen Huang
Title: Vice General Manager of the Public Affairs Office		Title: Audit Manager, Financial Manager
Telephone:(02)2655-7799#813		Telephone:(02)2655-7799#821, 860
E mail: Leekao@ttch.com.tw		E mail: JamesCheng@ttch.com.tw E mail: Eva.Huang@ttch.com.tw
2. Address and phone number of head office, branch and factory:
Head office	15F., No. 3, Park St., Bldg. F, Nankang Software Park, Nangang Dist., Taipei City, Taiwan		Tel: (02)2655-7799
Tea Division Tea Manufacture Department Fu Xing Tea Factory	No. 80, Lane 732, Section 2, Fuxing Road, Daxi District, Taoyuan City, Taiwan		Tel: (03)382-5089
Leisure Dept., Marketing Business Division Daliao Historical Tea House	No. 2, Lane 142, Zhulun Road, Zhulun Village, Sanxia District, New Taipei City, Taiwan		Tel: (02 )2668-1928
Marketing Business Division Leisure Department Xiong Kong Tea Plantation	No. 238, Zhulun Road, Zhulun Village, Sanxia District, New Taipei City, Taiwan		Tel: (02)2668-1589 0911-915-950
Marketing Business Division Leisure Department Daxi Tea Factory	No. 80, Lane 732, Section 2, Fuxing Road, Daxi District, Taoyuan City, Taiwan		Tel: (03)382-5089
Marketing Business Division Leisure Department Tongluo Tea Factory	No. 132-16, Jiuhu, Jiuhu Village, Tongluo Township, Miaoli County, Taiwan		Tel: (037)987-358 (037)987-177
Marketing Business Division Leisure Department Sun Moon Lake Antique Assam Tea Farm	No. 38, Youshui Ln., Zhongming Village, Yuchi Township, Nantou County, Taiwan		Tel: (049)289-5508
Marketing Business Division Leisure Department LuGao Cafe	No. 31-6, Xiangcha Ln., Xincheng Village, Yuchi Township, Nantou County, Taiwan		Tel: (049)289-5520 0975-700-668
Sanxia Branch Office	No. 140, Zhulun Road, Zhulun Village, Sanxia District,New Taipei City,Taiwan		Tel: (02)2672-6151 ～3
Miaoli Branch Office San Yi Tea Factory	No. 155, Ln 307, Shengxing Village, Sanyi Township, Miaoli County, Taiwan		Tel: (037)872-011
Nantou Branch Office	No. 38, Youshui Ln., Zhongming Village, Yuchi Township,Nantou County,Taiwan		Tel: (049)289-5508
Pingtung Branch Office	No. 1, Zhongsheng Rd., Longquan Village, Neipu Township,PingtungCounty,Taiwan		Tel: (08)770-8596
3. Name, address, website and phone number of stock transfer agent: Stock Transfer Department, Grand Fortune Securities Co., Ltd. Address: 6F, No. 6, Zhongxiao West Road, Zhongzheng District, Taipei City, Taiwan Tel: (02)2383-6888 Website:http://www.gfortune.com.tw/

1. Name, office name, address, website and phone number of financial statement CPA in the most recent year: CPA: CHIH-MING CHANG, CHUN-TING MA Office: EY Taiwan Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan Tel: (02)2757-8888 Website:https://www.ey.com/tw/zh_tw 5. Name of any exchanges where the Companys securities are traded offshore and the

Table of Contents

Table of Contents

One. Letter to Shareholders ........................................................................................................ 7 I.2020 Business results ..................................................................................................... 20 (I) Results of the 2020 business plan ....................................................................... 20 (II) 2020 budget implementation .............................................................................. 23 (III) 2020 separate revenues and expenses, and profitability analysis ..................... 23 (IV) 2020 Research and development ...................................................................... 24 II. Overview of 2021 Business Plan ................................................................................. 26 (I) Business Guidelines ............................................................................................ 26 (II) Expected Sales Volume and Assessment Basis .................................................. 31 (III) Important production and sales policies ........................................................... 33 III. The Company’s future development strategy ............................................................ 35 IV. Impacts of the external competitive environment, regulatory environment and overall business environment ....................................................................................................... 36 Two. Company Profile ............................................................................................................. 44 I. Date of incorporation .................................................................................................... 44 II. Company milestones .................................................................................................... 44 Three.Report to Shareholders ................................................................................................... 49 I.Organization System ...................................................................................................... 49 (I) Organizational system chart of Taiwan Tea Corporation .................................... 49 (II) Business of Individual Departments of Taiwan Tea Corporation ...................... 50 II. Information about directors, the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches .............. 52 (I) Director and independent director ....................................................................... 52 (II) Information about the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches .................. 65 III. Remuneration to directors, supervisors, the General Manager and Assistant General Managers in the most recent year ..................................................................................... 68 (I) Remuneration to the directors and independent directors of the 23rd Board of Directors ................................................................................................................... 68 (II) Remuneration to the General Manager and Assistant General Managers ......... 70 (III) Remuneration to the top-five highest-paid executives of the Company .......... 73 (IV) Names of the managerial officers receiving employee remuneration and the distribution thereof ................................................................................................... 75 (V) Analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Companys directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax stated in the individual or separate financial statements, and description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and their correlation with the operation performance and future risk exposure. .................... 76 IV. Corporate governance implementation ....................................................................... 81 (I) Operation of the Board of Directors .................................................................... 81 (II) Operation of the Audit Committee ..................................................................... 89 (III) Implementation of corporate governance, differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof .......................................................................................................... 96

(1)Continuing education of directors (independent directors) from 2020 up to

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May 10, 2021 .................................................................................................. 110 (2)Participation of managerial officers in continuing education and training courses related to corporate governance from 2020 up to May 10, 2021 ...... 113 (IV) The formation and operation of the Compensation Committee ..................... 115 (V) Fulfillment of the corporate social responsibility, differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, and reasons thereof ............................................................................. 119 (VI) Implementation of ethical corporate management, differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof .............................................................................. 132 (1)The Code of Ethical Conduct for Directors and Managerial officers ........ 143 (2) Report and Complaint System for Violation of “Ethical Management” .. 145 (3) Insider Trading Prevention Regulations ................................................... 149 (VII) Query methods of the Company’s corporate governance principles and related rules ........................................................................................................................ 153 (VIII) Other information that useful for understanding more about the implementation status of corporate governance. .................................................... 153 (IX) Implementation of the internal control system ............................................... 155 (X) If there has been any legal penalty against the Company or the internal personnel thereof, or any disciplinary penalty by the Company against the internal personnel thereof for violation of the internal control system, in the most recent year up to the publication date of this annual report, where the result of such penalty could have a material impact on shareholders’ equity or securities prices, the penalty, main deficiencies, and improvement thereof shall be disclosed ............... 157 (XI) Major resolutions at shareholders meetings and Board of Directors meetings in the most recent year up to the publication date of this annual report ..................... 157 (XII) .. If any directors or supervisors (audit members) express dissent or reservation, which has been recorded or is delivered in writing, over any major resolutions made by the Board of Directors in the most recent year up to the publication date of this annual report, the contents of such resolutions shall be disclosed ......................... 162 (XIII) Resignation or discharge of the Company’s Chairman, General Manager, and chief accounting, financial, internal audit, corporate governance and R&D officers in most recent year up to the publication date of this annual report ...................... 162 V. Information about CPAs’ fees .................................................................................... 163 VI. Information about the replacement of CPAs ............................................................ 164 VII. . The Company’s Chairman, General Manager, or managerial officers responsible for handling financial or accounting affairs held a position in the CPA firm or any of its affiliates in the most recent year..................................................................................... 164 VIII. . Transfer of equity interests and changes in pledge of equity conducted by directors, supervisor, managerial officers, and shareholders having a shareholding ratio of more than 10% in the most recent year up to the publication date of this annual report ........ 164 IX. .. Information on the Top 10 shareholders in shareholding ratio who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship. ........................................................................................................................... 166 X.For the total number of shares held in any single invested business by the Company, its directors, supervisors, managerial officers, and any businesses controlled directly or indirectly by the Company, the comprehensive shareholding ratio is calculated in a consolidated manner ....................................................................................................... 168

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Four. Fundraising Overview ................................................................................................... 169 I. The Company’s capital and shares.............................................................................. 169 (I) Source of capital ................................................................................................ 169 (II) Structure of shareholders ................................................................................. 173 (III) Ownership dispersal ....................................................................................... 173 (IV) List of major shareholders .............................................................................. 174 (V) Information on the market price, net value, earnings, and dividends per share in the most recent two years ....................................................................................... 174 (VI) Description of the Company’s dividend policies, implementation thereof, and expected significant changes .................................................................................. 175 (VII) The impact of issuance of bonus shares proposed at the shareholders’ meeting on the Companys business performance and EPS ................................................. 176 (VIII) Remuneration to employees, directors and supervisors .............................. 176 (IX) Repurchase of the Companys shares ............................................................. 177 II. Issuance of corporate bonds ...................................................................................... 178 III. Issuance of preferred stocks ..................................................................................... 178 IV. Issuance of overseas depository receipts .................................................................. 178 V. Issuance of employee stock option certificates .......................................................... 178 (I) The issuance of employee stock option certificates that have not fallen due as of the publication date of this annual report and the impact thereof on shareholders’ equity shall be disclosed. If any employee stock option certificates are issued through private placement, they shall be marked distinctly ................................... 178 (II) The names, status of acquisition and subscription of managerial officers and top-10 employees who have acquired employee stock option certificates as of the publication date of this annual report ..................................................................... 178 VI. Issuance of restricted employee shares .................................................................... 178 (I) The issuance of restricted employee shares that have not met all the vesting conditions as of the publication date of this annual report and the impact thereof on shareholders’ equity ................................................................................................ 178 (II) The names and status of acquisition of managerial officers and top-10 employees who have acquired restricted employee shares as of the publication date of this annual report ................................................................................................ 178 VII. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company ...................................................................... 179 (I) Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company in the most recent year up to the publication date of this annual report ..................................................................... 179 (2) The status of issuance of new shares through mergers or acquisitions or with the acquisition of shares of another company that has been resolved by the Board of Directors in the most recent year up to publication date of this annual report, and the basic information on the merged/acquired or transferee companies: If the issuance of new shares related to mergers or acquisitions or with the acquisition of shares of another company is in progress, the status thereof and its impact on shareholders’ equity shall be disclosed ......................................................................................... 179 VIII. Implementation of capital utilization plans ........................................................... 179 Five. Operation Overview ...................................................................................................... 180 I. Business item .............................................................................................................. 180 (I) Business scope: Our business items are as follows according to the Company’s

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	Articles of Incorporation: ....................................................................................... 180
	(II) Overview of the industry ................................................................................. 185
	(III) Techniques and research development status ................................................. 194
	(IV) Long-term and short-term business development plans ................................. 195
	II. Overview of market and production & marketing ..................................................... 198
	(I) Market analysis ................................................................................................. 198
	(II) Important purposes and production processes of main products ..................... 207
	(III) Supply status of main materials ...................................................................... 209
	(IV) Names of customers that accounted for more than 10% of the total purchase
	(sales) in any of the most recent two years, the amount and proportion of the
	purchase (sales), and the reason for the change. .................................................... 211
	(V) Production quantity and value in the most recent two years ........................... 212
	(VI) Sales quantity and value in the most recent two years ................................... 212
	III. The Number of employees, their average service seniority, average age, and education
	level distribution ratio in the most recent two years up to the publication date of this
	annual report ................................................................................................................... 213
	IV. Information on environmental expenditure .............................................................. 213
	V. Labor-capital relations ............................................................................................... 214
	(I) Various employee welfare measures, continuous education, training, retirement
	systems of the Company and their implementation status; agreements between
	employers, and employees. and various measures for protecting the interests of
	employees: .............................................................................................................. 214
	(II) Any loss incurred due to labor-management disputes in the last year up to the
	publication date of this annual report and any current and future possible estimates
	and response measures ........................................................................................... 226
	VI. Important contracts .................................................................................................. 227
Six.	Overview of Finances ............................................................................................. 231
	I. Condensed financial statement and statement of comprehensive income and CPAs’
	audit opinions in the most recent five years ................................................................... 231
	(I) Condensed balance sheet ................................................................................... 231
	(II) Statement of comprehensive income ............................................................... 233
	(III) Names of CPAs and their audit opinions ........................................................ 234
	II. Financial analysis in the most recent five years ........................................................ 236
	III.Audit Committees review report on the financial statements in the most recent years
	........................................................................................................................................ 239
	IV.Separate financial statements of the Company in the must recent year audited and
	certified by CPAs ............................................................................................................ 240
	V...If the Company or any of its affiliated companies experienced financial distress in the
	most recent year up to the publication date of this annual report, the impacts to the
	Company’s financial status ............................................................................................ 328
Seven. Review and Analysis of Financial Status and Financial Performance and Risk Issues
................................................................................................................................................ 329
	I. Financial status ............................................................................................................ 329
	II.Financial performance ................................................................................................ 330
	III. Cash flow .................................................................................................................. 331
	IV. Effect of material capital expenditure in the most recent year on the financial and
	business status ................................................................................................................ 332
	V.The reinvestment policy in the most recent year, the main reasons for the gain or loss

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of the investment, the improvement plan and the investment plan for the coming year 332	of the investment, the improvement plan and the investment plan for the coming year 332
VI.	Analysis of risks ....................................................................................................... 334
	(I) Risk management policy ................................................................................... 334
	1 Risk management structure of the Company .............................................. 334
	2.Risk management policy ............................................................................. 334
	3.Risk management organization and its functions ........................................ 335
	(II) Assessment of the following matters in the most recent year up to the
	publication date of this annual report ..................................................................... 337
	1. Impact of interest and exchange rate changes and inflation in the most recent
	year on the profit or loss of the Company, and future countermeasures ........ 337
	2.Policies regarding high-risk and high-leverage investments, loaning of funds
	to others, endorsement/guarantee as well as derivatives trading in the most
	recent year, main reasons for gains or losses, and future countermeasures ... 337
	3.The R&D plans and the progress of uncompleted R&D plans in the most
	recent year, further investments to be made for R&D, expected completion
	time, and impacts on successful R&D in the future ....................................... 338
	4.Impact of the changes in important domestic and foreign policies and
	regulations in the most recent year on the financial and business status of the
	Company and countermeasures ...................................................................... 339
	5.Impact of the changes in technology in the most recent year on the financial
	and business status of the Company and countermeasures ............................ 340
	6. Impact of the changes in the Company’s image in the most recent year on the
	risk management and countermeasures .......................................................... 340
	7.Expected benefits and potential risks from merger or acquisition .............. 342
	8.Expected benefits and potential risks from expanding plants ..................... 342
	9.Risk of concentrated sales or purchases ...................................................... 342
	10.Impact on and risk to the Company with regard to any major transfer or
	change of equities by directors, supervisors, or major shareholders holding
	more than 10% of the Companys shares ....................................................... 343
	11.Impact on and risk to the Company with regard to any change in
	management rights ......................................................................................... 343
	12.In case of any litigious and non-litigious matters, material litigious, non-
	litigious or administrative disputes that involve the Company and/or any
	director, supervisor, the General Manager, de facto responsible person, major
	shareholder holding a stake of more than 10% of the Company or subordinate
	company thereof, and that were finalized or remained pending, shall be listed;
	if these disputes may eventually cause a substantial impact on shareholders
	equity or the price of securities, the nature of the disputes, the amount
	involved, the date on which the litigation first started, the main parties
	involved and the progress as of the publication of this annual report shall be
	disclosed ......................................................................................................... 343
	13.Other significant risks and countermeasures ............................................. 343
VII. Other important issues ............................................................................................ 344
Eight.	Other Supplementary Infromation ......................................................................... 345
I.Information on affiliates............................................................................................... 345
II.Private placement of securities in the most recent year up to the publication date of this
report annual ................................................................................................................... 348
III.Shares of the Company held or disposed of by subsidiaries in the most recent year up

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to the publication date of this annual report ................................................................... 348 IV. Other necessary supplementary information ............................................................ 348 Nine. Any significant events materially affecting shareholders’ equity or price of securities as defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the most recent year up to the publication date of this annual report .......................................... 348

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Report to Shareholders

One. Letter to Shareholders

2020 Business Overview

I. Sale and production of tea ─The sales of the Company's overall tea products were about NT$ 193,234 thousand.

• (I) Tourism tea factories: Sale of tea leaves.

• (II) Base tea market: Sale of tea to beverage factories and tea chains.

• (III) Packaged tea market: Distribution of tea to convenience stores, supermarkets, and tax-free shops in airports.

• (IV) Contract manufacturing market: Contract manufacturing for well-known brands to integrate business in different industries and developnew products.

• (V) Development market: Development of over a hundred new clients.

II. Leisure and Tourism Industry

• (I) Organic Agricultural Park of “Sun Moon Lake Antique Assam Tea Farm” in Yuchi Township, Nantou

We have abundant land resources and are dedicated to their effective management development by elaborately planning the organic agriculture and health business very popular at present.

In a highly competitive society, people live a life of irregularity and an unbalanced body and mind under high pressure. Most people lack exercise and enjoy fine food as well as processed food and beverage containing excessive artificial pigments, spices, sweeteners, pasting agents, and other chemical substances. Since consumers focus on the appearance and production volume of agricultural products, farmers rely much on chemical fertilizer, growth hormone and chemical synthetic insecticides. However, these seriously threaten the living environment and health.

With this in mind, we plan our extensive land resources in Taipei City, Sanxia, Taoyuan, Miaoli, Nantou area and establish our branch of “Sun Moon Lake Antique Assam Tea Farm” in Nantou to fully promote organic agriculture and healthy diet concepts in the form of environmental education. In addition to the

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Report to Shareholders

organic tea, we provide visitors with the opportunity to try our natural, safe and multiple tea and organic agricultural products. Humbly, we firmly encourage visitors, and consumers, to support the farmers in their continuous environmentfriendly cultivation of crops. With the aid of guides and slideshows, we explain the details to visitors about the origin and meaning of natural farming and the production process of tea.

The Sun Moon Lake in Yuchi Township, Nantou County, is a very famous scenic spot of local people in Taiwan and international tourists. Our “Sun Moon Lake Antique Assam Tea Farm” is located in this area with beautiful mountain and lake landscapes. Close to Sun Moon Lake, the Farm has a super excellent geographical location where visitors can enjoy the fresh air and outstanding water. In addition to being dynamically dedicated to environmental education, we will continuously promote the necessity of sustainable agriculture and more persistently provide visitors with natural plant-based food cooked with local agricultural products of low food mileage.

We cultivate the specially distributed organic “Assam Black Tea - Tai-Cha No. 8,” “Ruby Black Tea - Tai-Cha No. 18,” and “Rose Black Tea - Tai-Cha No. 21,” latest introduced by the Tea Research and Extension Station in 2008 and featured with the most pleasant aroma. In addition to their organic feature without pesticide residue, these three outstanding species with medium or broad leaves are processed to tea with traditional tea-making technique. This gives the teas excellent flavor and makes them famous among local and international tea lovers. Other organic agricultural products are planted on the Farm. By combining the special culture, food education, ecology, forest and other local features of Shui Sha Lian with thematic environmental education narration, various options are provided for visitors of different age and property groups. These attract many people to visit the Farm every year. Since the “Sun Moon Lake Antique Assam Tea Farm” was established, it has become a recreational center gaining favor of people and tourist groups visiting the scenic area in Nantou of Central Taiwan.

(II) Xiong Kong Tea Plantation

Following the establishment of the “Sun Moon Lake Antique Assam Tea Farm” in Yuchi Township, Nantou County, we established the “Xiong Kong Tea

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Report to Shareholders

Plantation” in Sanxia, New Taipei City, in January 2008. This was our second establishment round of recreational tea farm series under the principle of “creation of the most valuable equity for shareholders and full exploitation of land.”

The Plantation is managed with “health, leisure, environment” as the core concept. With the low-density development in mind, the Farm is located 520~970 meters above sea level. It has a beautiful natural landscape and fresh air. The changing landscape and climate in different seasons give the Farm various primitive natural atmospheres. Visitors can overlook Sanxia, Shulin, Linkou, Taoyuan, and Guanyinshan from the Farm.

The Plantation is 165.8 hectares in area with a certified organic farming area of 6.053 hectares, including 5.423 hectares of tea garden and 0.63 hectares of organic peach and plum orchard. There is an afforestation area of 72 hectares where cryptomeria, Taiwania Cryptomerioides, Formosan Sweet Gum, and Taiwan Incense Cedar have grown for almost 30 years. We persist in the management principle of co-existence with the land and plant the trees without pesticides and chemical fertilizer. There is no concern about pollution thanks to the surrounding forests. The Plantation provides safe and healthy diets and particularly gains the favor of consumers. In addition to the self-owned stores, our products are well sold through many organic stores.

Tea trees in the Plantation are planted and managed organically. The picked tea cyanine is processed directly at the factory. The process is open to the visitors to ensure the provision of trustworthy and reliable pure tea. Respecting the natural management and planting method is favorable for maintaining a rich ecological system of birds, flowers, insects, and frogs. After entering the Plantation, visitors can take a walk in the organic tea garden or watch the tea processing process in the tea-making season to learn how the fresh and tender tea leaves are processed to good-to-drink mellow tea with rich aroma. This not only helps visitors know and taste tea, but also understand more about it. In addition to the most famous Biluochun Green Tea in Sanxia, Black Tea and Oolong Tea are other outstanding tea products in the Xiongkong area.

Besides tea leaves, cherry, plum, peach, blossoms, wisteria blossoms and other flowers bloom fully in different seasons with purple crow butterflies flying

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Report to Shareholders

around the Planation. Fireflies light brightly in the summer like stars on the ground, and the more intoxicating maple leaves stain the mountain red in the autumn. These natural landscapes provide visitors with a comfortable, relaxing, and intellectual space, help them forget hubbub, and have them linger on without any thought of leaving. With the help of word of mouth and online recommendations, about 1,000 people visit “Xiong Kong Tea Plantation” in a single day. Currently, we are preparing an additional area of 8 hectares to provide visitors and shareholders with a rich variety of scenery and visiting routes.

(III)Daliao Historical Tea House

In 1899, Taiwan Tea Corporation's predecessor “Japan Mitsui Norin Co., Ltd.” came to Taiwan for the expansion of tea farms; in 1924, “Daliao Tea Factory” was established in Zhulun area in Sanxia. As a result of a large amount of Assam tea tree plantation, the house was famous for the Japanese NITTOH Black Tea production and became the pioneer of black tea at that time. The old site is the same as the site of Taiwan Tea Corporation North District Finery Factory. The traditional Japanese-style wooden wall building next to the house was built in 1944. It was the former dormitory of the Director. In 2013, after the renovation invested by Taiwan Tea Corporation, “New Taipei City Plan of Encouraging the Development of Tourism Industry.” The black eaves, Japanese base vents, and round window design are kept to reappear the glory of the tea house in the Showa period and make it become a recreational place combining tea culture and tea drinks.

Pay a visit to “Daliao Historical Tea House” which is full of Japanese atmosphere. Outside the house, there are trees in the surrounding, the scene of vast mountain view at four sides are good for admiration; Inside the House, the historical development of Taiwan Tea Corporation is displayed in details, starting from the major events within the 100 years, the distribution of the tea factory nationwide to the introduction of organic tea garden. Wandering as pleasure, visitors can also find some old things that can arouse childhood memories, such as an old cupboard with an ancient wood texture, the retro pendulum clock with great nostalgic style, and etc. The old objects with original style won't be forgotten along with the change of times, but they play a role in healing the human heart. Especially after the visitors enjoy the tea house collection, they can also enjoy a cup of good

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Report to Shareholders

and aromatic tea in the ancient house to have a deep experience of cultural aesthetics.

In the long river of time, tea and the people in Taiwan have a close relationship; “Daliao Historical Tea House” of Taiwan Tea Corporation presents not only a memory of the old days but also invites visitors to jointly experience the tranquil aesthetics as well as the quiet wonders upon making tea and learning tea ceremony to find the simple initial back.

The reconstruction for the Daliao Historical Tea House II was completed in 2015, more than 2 years after the ancient Japanese house has been reconstructed and used for Daliao Historical Tea House. The Tea House II fully inherits the old and simple wash finished wall and all the windows are changed to French windows to embrace the natural skylight and beautiful forest landscape. The interior is designed without any constraint. A simple wood cabinet from the Edo Age is displayed with ergonomically filled Japanese tatami seat cushions and a long short table for tea ceremonies. Visitors can enjoy the gently flowing and graceful guqin music, savor the tea, and feel the peace of soul and mind.

(IV)Daxi Tea Factory

”Daxi Tea Factory” traces its origin back to 1899 when the “Japan Mitsui Norin Co., Ltd.” came to Taiwan for the exploration of new tea farms; in 1926, a tea factory with new-type mechanical equipment was built in the eastern part of Shuiliudong area in Daxi, and called the Jiaobanshan Factory at the time; later on, its name was changed in 1946 to the “Daxi Tea Factory,” which is how it is known at present. At the time when Taiwanese tea was flourishing and the exports of tea to Europe and the US reached the peak, it was the era that the tea was treated as “black gold”; “Daxi Tea factory” in the tea-making industry at the early stage of tea production in Taiwan actually occupied a pivotal position. However, after serval crises, such as fire destruction, reconstruction by the engineering corps under the instructions of Chiang Kai-Shek, economic depression in the industry. The old tea factory, which is hidden on the hill near Cihu was forced to surrender its glory and has remained idle for half a century.

Since 2010, Taiwan Tea Corporation has started total renovation and reconstruction, including retaining the old fashion of the high ceiling in the tea factory, wooden truss, the entire row of blue-gray window lattice, and the floor that

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Report to Shareholders

has been stepped on and appeared smooth and polished; moreover, it's easy to find the historical traces left on the stone walls and wood beams and columns in a glimpse. Everything is kept in its original taste and without additional embellishments. The quaint and nostalgic appearances everywhere are intended to perfectly reproduce the everlasting stream of times kept in the century-old tea factory.

In recent years, fellow countrymen have a growing demand for leisure and recreational places. Taiwan Tea Corporation has displayed items that are worthy of visiting, such as the century-old artifacts and the large ancient tea leaf processing machine, as well as the indoor withering area. Besides, the construction of the tea factory, which was rebuilt after the recession of Taiwan, combines the rigorous Japanese-style design, Taiwanese-style sturdy craftsmanship items, and Britishstyle architecture, which has the design adopting natural lighting and featuring a ventilation design to make the old house give off an infinite charming atmosphere.

To allow visitors to feel the memorable sound, aroma, and charm of tea that people have enjoyed at “Daxi Tea Factory,” we officially opened the Factory on December 6, 2013 and invited people to pay a visit and savor the tea. In this eighth year of operation, “Daxi Tea Factory” has become a premium recreational tea factory featuring cultural innovation and tourism with its unique building and tea processing technique for more than one hundred years. We will give “Daxi Tea Factory” a new image with the elements of culture, creativity, history, tourism and tea processing technique. We will also present the memorable sound, aroma and charm of tea in a new way and satisfy the consumers both physically and spiritually to the greatest extent!

(V) Tongluo Tea Factory

“Tongluo Tea Factory,” the affiliate of Taiwan Tea Corporation has been promoting the ecological education of environmental protection and and sustainable management by adopting natural farming methods depending on weather conditions. The tea farm has an area of 15.9 hectares, and the organically certified tea farm covers nearly 3 hectares. The coverage of certified farm area continues to increase. The main special farm produces are Oriental Beauty Tea, Green Tea, and Black Tea. Located in the foggy hilly terrace with acidic and viscous red mud soil as well as coupled with the large temperature difference

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Report to Shareholders

between day and night and the relatively high humidity, the tea leaves produced here are thick and rich in aroma.

From seedling, fertilization, deworming, weeding to harvesting, all operations are done by manpower; the adoption of the natural food chain theory takes care of every tea tree. Planted in the natural environment, tea trees grow naturally and maintain ecological balance; the surface of the tea leaves is a whole, and the adoption of batch inspection as well as SGS certification ensures safety assurance.

Getting away from the hustle and bustle and coming to “Tongluo Tea Factory,” visitors can taste the authentic meal boxes of the tea pickers as well as the cold-brewed tea that has a sweet after taste; besides, visitors can experience the DIY funs, such as tea picking and tea-making in the tea production process. Wear the farmer hat, put on Hakka cloth turban, and carry the bamboo woven tea basket on the waist; then, follow in the guide's footsteps moving among the tea farms in searching for the legendary feel of touch when finding the one-tip two leaf. Enjoy the scenery of the local tea farms to experience tea farmers' daily routine. After picking the tea leaves, visitors return to the factory and follow the tea-making steps to experience withering, stirring, kneading, deblocking, drying, grafting, and packaging; they can handmade the tea leaves of their own and carry tea leaves home for self-use or sharing.

(VI) LuGao Cafe

Located in Yuchi Township, Nantou County, “LuGao Cafe” is a complex coffee shop and engaged in an integrated production and distribution process from planting, picking, processing of coffee, baking of coffee beans to packaging and sale of coffee products. In addition to drinking coffee, visitors can reserve the time and experience the process of making coffee. It is a café combining the leisure, tourism and coffee making training functions.

The coffees are mostly planted locally in the Lugao area of Yuchi Township, Nantou County. It is located on a hill 700~800 meters above sea level, and the weather and soil conditions there are very suitable for planting coffee. We have been increasing the planting area every year since 2012, and the total area reached about 13 hectares up to Q1 in 2021. Most of the nearly 14,000 coffees are Arabica and Typica species with a few Kenya SL34 and Panama Geisha species that have a very special flavor.

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Our coffees are mostly grown using grass cultivation methods in accommodation to the climate and other natural phenomena of the season. All the trees are well-nourished and managed. Cherry red mature fruits are picked manually every year from October to February next year. They then undergo sieving, washing, and natural or honey processing to remove peel and pulp. An integrated autonomous operation system covering all the processes from selecting raw beans and baking to making coffee is applied, and no external processing is needed. This is one of the important factors to ensure the quality of the coffee.

”LuGao Cafe” was officially opened in August 2019 as scheduled thanks to the team's cooperation. In addition to selling coffee bean of single origin, drip bag coffee and coffee gift box of the private brand, “LuGao Café” provides different coffee drinks such as coffee of single origin, Italian coffee, light food, and dessert. Visitors walk forward through the walkway from the parking area and go up the stairs stretching to the skyline to enjoy 360 degrees of broad view and layers of mountains and white clouds. Just making a turn, the incense cedar trees appear at the mountainside and visitors can see the walkway leading to the cafe and the building standing in the peaceful atmosphere. In the cafe, the specious interior serves as a foil to the openness and permeability of the high-ceiling building, and the large wide French windows bring in the natural light to the seats. With the moderate sunshine and the bar tables and stools diffusing gentle gloss of logs, the elegant semi-classical continental sofa embraces the surrounding beautiful scenery from above. Relaxing at a corner, visitors can drink the coffee agreeably and enjoy the free lifestyle leisurely.

Local premium clean coffee and beautiful, elegant spatial landscapes are the features that many tourists talk about during their visit. This is not only the persistent goal of the “LuGao Café,” but also the critical point in the future management and growth.

III. Agricultural business

The Company's 2020 agricultural business

• (I) Laopi Tea Farm:

• A total area of 452 hectares of land in our farms has been planted with tea trees as of February 2020.

• The construction of the new tea factory was completed. We are now in the

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second phase of machine installment.

1. The annual output of semi-made tea for commercial use totaled 187,452 kg.

2. (II) Nantou Branch Office:

3. In 2020, the output of handpicked semi-made black tea and machine-picked semi-made black tea was about 7,714.5 kg and 1,860 kg, respectively, and collectively totaled 9,574.5 kg.

4. Handpicked Tea Farm - An total area of 20 hectares is for tea cultivation currently. We won the gold award and excellence award under the category of the Honyun Black Tea in the 2020 Sun Moon Lake Black Tea Evaluation held by the Yuchi Farmers' Association.

5. LuGao Cafe - Several coffees such as Typica, Geisha, Y.Catuai, Maragogype, SL34, Villa Sarchi and Venecia have been planted in an area of 13 hectares. LuGao Cafe won 4 excellence awards in the assessment by the jury in the 2020 Sun Moon Lake Coffee Evaluation Contest, making it become the coffee manor won the most awards, and also, it was invited to represent Nantou County to take part in the national quality coffee evaluation. About 5,472 kg of raw coffee beans were processed in 2020.

6. Oil camellia tree farm - An area of 4.15 hectares has been planted with Camellia Tenuifolia, a species native to Taiwan, after the technology transfer process of the Tea Research and Extension Station was completed.

7. Aiyu farm - An area of 0.2 hectares has been cultivated with Taiwanese aiyu (Red Nine) of excellent quality.

8. Afforestation work - An area of 8.8 hectares was afforested with different species of trees (Mahogany, Chinese Fir and Taiwania Cryptomerioides) totaling 6,150 during 2016 to 2020. Now, we regularly mow weeds to maintain the growth of the trees for conservation and utilization of slope land.

9. The Yuchi Tea Factory adopts gross cultivation and environmental-friendly farming methods for its farms. An area of 5.6977 hectares of the land passed the certification of Tse-Xin Organic Certification Corporation. The Factory does not use any pesticide and chemical fertilizer to produce tea leaves. With handpicked one-tip two-leaf tea leaves, Red Jade Black Tea of great quality can be made. The black tea is now one of the hottest products.

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(III) Miaoli Branch Office:

1. Conventional tea farm with a total area of 11 hectares - 1,800 kg of handpicked oriental beauty tea and 3,054 kg of handpicked black tea was produced. There are additional 4.84 hectares of tea plantation used for new planting and recultivation.

2. We won the first prize in the “National Oriental Beauty Tea Evaluation” and the “National Royal Sung Hung Small-leaf Black Tea Evaluation” in 2020.

3. Pomelo farm - The area for farming is about 1.8 hectares. The Farm produced 19,000 kg of pomelos and sold the pomelos and pomelo vinegar made therefrom.

4. Bitter tea tree farm - has a total area of 2 hectares.

5. Olive and Lindley's pear farms - An area of 1.6 hectares and 0.2 hectares of land was opened up for cultivation of olives and native wild olives in 2016, respectively, and the total area is 1.8 hectares. The Lindley's pear farm covers an area of 0.7 hectares.

(IV) Fuxing Tea Factory:

Tea farms within the area of the Fu Xing Tea Factory distribute over the mountain area of Zhentou Mountain in the Shuiliudong section of the Fuxing District and the mountain roots near the water source protection area of the Shihmen Reservoir. These farms are surrounded by mountains on three sides and absorb the moisture from the reservoir and the mist in the mountains. With this advantaged environment, the tea can be made by adopting the ecological farming method without using any pesticide. The total area of existing tea farms is 3.4 hectares, including conventional tea farms of 2.0 hectares and farms newly planted with tea trees of 1.4 hectares in 2014 which was been put into production in 2018. Depending on seasons and processing suitability, the farm produces Bi-Lo-Chung Green Tea, Honey Flavor Black Tea and Red Jade Black Tea - TTES No. 18. In 2020, 881.6 kg of Bi-Lo-Chung Green Tea, 396.6 kg of Honey Flavor Black Tea, and 291.4 kg of Red Jade Black Tea - TTES No. 18, totaling 1596.6 kg, were produced.

(V) Xiong Kong Tea Plantation:

The Plantation covers an area of 165.8 hectares. There is an afforestation area

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of 72 hectares where Cryptomeria, Taiwania Cryptomerioides, Formosan Sweet Gum, and Taiwan Incense Cedar have grown for over 30 years. The land will not be developed and deforested any more. Instead, it has became a recreational spot for tourists to breathe in phytoncides, delivering the benefits of tourism and ecological protection. 5~7 persons are assigned to handle agricultural affairs such as repairing paths in the Plantation and maintaining the ecological environment in order to provide a perfect spot for visitors to take a rest and release their stress. An area of 5.423 hectares of organic tea farms in the Plantation has been certified by Tse-Xin Organic Certification. The species of the tea trees include Chin-ShinOolong, Chin-Shin-Dapan, Chin-Shin-Ganzai, TTES No.12 and Sijichun. The Plantation focuses on the production of tea leaves and the operation of relevant business. In 2020, 1,248.05 kg of semi-made tea was produced which stayed at the same level as the output in 2019, including 644.2 kg of Bi-Lo-Chung Green Tea, 597.9 kg of Honey Flavor Black Tea, and 2.5 kg of wild green tea and 3.45 kg of wild black tea; the wild green tea and wild black tea were made from tea leaves picked from tea trees that have grown for hundreds of year. Also, there is an area of 0.63 hectares of land opened up for cultivation of oriental plums and nectarines to be made into dried fruit, jam, and plum vinegar.

In addition, the Company acquired the approval for the subsidy of the item in 2018, [Research and Development of Manufacturing Management Systems for Different Flavors of Tea Products], in the Agricultural Technology Project of the Council of Agriculture, Executive Yuan in 2018. We will cooperate with the Tea Research and Extension Station of the Council of Agriculture and the Institute for Information Industry to develop systems for collecting and analyzing the information on the manufacturing process of tea leaves. These systems can help the Company utilize the IoT and organize big data to achieve the goal of efficient smart farming.

IV. Land asset management and development

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. As of the end of January 2021, the total area of our land assets was 3,731 hectares.

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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.

The Company manages 3,730 hectares of land using relevant geographic information systems. In addition to the land for regular use, we also conduct project assessment for large areas of the unused land to formulate the best development project for residential areas, industrial and commercial complexes, hotels for tourists and recreational farms. We subsequently apply to the relevant competent authorities for change of land use pursuant to law. The implementation of these projects are described below:

We have already completed three large-scale development projects, including the “Sanyi Industrial and Commercial Complex Project (About 25.088 hectares)” with 9.2 hectares of commercial land available that are based beside the West Lake Resortopia near the Sanyi Interchange of the Sun Yat-sen Freeway; the “Residential Complex Project to the North of Tongluo Science Park (About 29.468419 hectares)” and the “Industrial and Commercial Complex Project at Tongluo Jiuhu Section (About 15.728316 hectares)” focusing on the neighboring land of the Tongluo Science Park in Miaoli County, which will be available for building 300 single or twin luxurious houses and for developing shopping malls, convention facilities, hotels and other large commercial bases.

The project for which the relevant development permits have been approved includes the Zhongming Recreational Area Project (About 9.9405 hectares)” near the Sun Moon Lake Scenic Area in Yuchi Township, Nantou County, with almost 3.5 hectares of land available for construction of amusement and accommodation facilities (125 hotels and service facilities) for recreational use after completion of the development.

In addition, according to the policies for development of our recreational business, we have developed our land assets based on the local landscapes and features to promote the agricultural experience business, and have launched five recreational spots integrated with local agroforestry features, namely the “Xiong Kong Tea Plantation” in Sanxia,

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New Taipei City, featuring the phytoncide released from Cryptomeria; the “Daliao Historical Tea House” in Sanxia, New Taipei City and the “Daxi Tea Factory” in Daxi, Taoyuan, combining with the Company’s development history; the “Tongluo Tea Factory” in Tongluo, Miaoli which enables visitors to experience the sensational teamaking process; the “Sun Moon Lake Antique Assam Tea Farm” in Yuchi, Nantou featuring the flavor of Assam Black Tea; the “LuGao Cafe” in Yuchi, Nantou producing its own coffee beans, with an open view surrounded by mountains. These locations have been put into operation.

V. Marketing Department

• (I) Cooperate with business units and recreational locations to achieve the sales target and thereby increase the Company's revenue.

• (II) Develop new products for market segments based on the nature of different channels and design innovative packages to improve product identification.

• (III) Maintain and update the information on the website of all locations and optimize the platforms for communication to build the reputation and enhance sales performance.

VI. Import and export key account business

With the good relationship with upstream and downstream companies in the industry, the 2020 business performance of the Import & Export Section is as follows: A revenue of NT$ 33,635 thousand from products distributed through certain channels.

VII. Interior construction business

In 2020, our main business was to assist our stores and recreational farms in development planning, reconstruction and renovation in order to make use of the Company's assets. In addition, we have completed several external projects. (Please refer to Page22 of this annual report for the assistance in the Company's renovation and external projects)

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I. 2020 Business results

(I) Results of the 2020 business plan

Tea Section	1. We have been dedicated to the sales of tea products and the development of new customers. 2. Laopi Tea Farm has put the first and second crops of tea trees in 2020 into production. We have actively visited targeted customers to convey Laopi Tea Farms’ advantages of safety, high-quality and stable output to them, and have received orders from multiple high-profile customers and peer tea factories in the commercial tea market. 3. The operating revenue of 2020 was NT$ 96.35 million with an operating gross profit margin of 34%.
Store operation	1. The Neihu Store was transferred to build the Neihu Headquarters Store which was opened in November as scheduled. 2. The Company's products have been integrated to convey our brand concept and show the features of the products. We have also offered tea and coffee drinks to the existing customers in the Taipei CBD and Greater Taipei in a face-to-face manner.
LuGao Cafe	1. This year marked the second year of the LuGao Cafe’ operation. The LuGao Cafe have always focused on maintaining and improving the quality of coffee, adjusted its product series based on consumer needs, changed the allocation of personnel according to service requirements, strengthened professional training, etc. to get on the right track. 2. The LuGao Cafe has dedicated to promotion of its coffee beans, as a result, its 4.2 tons of coffee beans were sold out in this year. 3. A full-year result of NT$ 31 million was achieved ahead of schedule with an achievement rate of 155%.
Sun Moon Lake Antique Assam Tea Farm	1. Due to the reformation of the Tea Farm, its business needed to be replanned. In addition to the development of new products, adjustment of the gross profit structure, and talent training, the Tea Farm has also planned tea-making and cultural tour services and introduced local seasonal vegetable buffets as scheduled. 2. Even though the number of Chinese visitors has returned to zero as a result of the pandemic in the beginning of the year, thereby causing a impact on the

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	operating revenue, a result of NT$ 58 million was achieved in 2020 with the help of operational measures. The achievement rate was 97%, whereas the net profit margin was 103%.
Tongluo Tea Factory	1. In the first quarter in 2020, the number of visitors decreased owing to the pandemic. The Factory has taken the opportunity to make plans and adjustments for its premises in part and add seating areas. In addition, the menu has been adjusted to improve the diversity of products. These measures have successfully helped turnaround its loss-making business for the first time in 4 years of its operation. 2. The sales reached NT$ 18.46 million with an achievement rate of 112%, growing by 23% compared to 2019.
Xiong Kong Tea Plantation	1. In the beginning of the year, travel has been shut down due to the pandemic. However, the Xiong Kong Tea Plantation located on open land with a gorgeous view has attracted numerous tourists. Unfortunately, this December was full of heavy rains and only had 5 days of sunshine, and thus, the number of tourists has declined sharply by 70%. Seasons and weather have always been two of the crucial factors for its operation. 2. The sales of the Xiong Kong Tea Plantation hit a record high of NT$ 17.8 million with an achievement rate of 119%.
Daliao Historical Tea House	1. The Tea House participated in several activities organized by the “Fun and Amazing Tourism Factory of New Taipei City” in this year to build its reputation and attract returning customers. 2. Its 2020 sales was NT$ 2.8 million with an achievement rate of 100%, growing by 7% compared to 2019.
Daxi Tea Factory	1. Earlier this year, the visitors decreased significantly as a result of the huge impact caused by the pandemic. Nevertheless, the Factory subsequently took part in the travel subsidy programs organized by travel agencies to drive the number of visitors and stimulate its catering business. 2. Full-year sales of NT$ 34.92 million were achieved, improving by 1% compared to 2019.
Marketing	1. Assist in marketing copies, packaging design, etc. and handle requirements of all departments and recreational locations. 2. Maintain the Company’s website and provide correct information. 3. Develop new products, calculate reasonable selling prices and appropriate gross

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	profit margins, and help release goods in all locations.
Import and export key account	1. As an agent of an Italian brand, Divella, in Taiwan, the Company actively requested resources from the brand to increase market shares in this year. 2. We work together with PX Mart to sell the tea bags of our brands and imported liquors through retail channels. In the beginning of the year, the sales were affected by the pandemic. However, thanks to the pandemic has mitigated in the second half of the year, we have striven to improve the revenue by introducing more marketing activities and expand marketing channels. 3. The sales of NT$ 33.63 million were achieved, improving by 1% compared to 2019. The net profit margin grew by 31%.
Interior construction	1. Assistance in building and development of the Company's business, and utilization of the Company's assets: (1) “Headquarters Store” in Neihu: The store planning and renovation construction were completed as scheduled. (2) “Tongluo Tea Factory”: With respect to the expansion of the Factory’s business, the construction of seating areas and the decoration for relevant facility changes in the “Tongluo Tea Factory” were completed. (3) “Daxi Tea Factory” in Taoyuan: The construction of wastewater treatment facilities to discharge the wastewater into the sewer system was completed. (4) “LuGao Cafe” in Yuchi: The constructions of public toilets and relevant maintenance were completed. 2. External projects: We completed renovation of the Astronomy-Mathematics Building of ASIAA and several house construction projects, and have contracted for the construction of lightweight partition walls in BES Engineering's Huanan Bank Tucheng Branch construction project.
Asset	1. The proceeds from disposal of land in 2020 was about NT$ 296.2 million and was acquired mainly from the recovery of occupied land and the disposal of unused land. 2. In 2020, the Company has not acquired rental returns from all the commercial properties mainly due to the continuous spread of the COVID-19 pandemic which has resulted in a panic around the world. Countries’ lockdown policies have caused a impact on the development of the economy, and department stores, retail stores and shopping malls have been facing a hard time. As a result of these situations, we could not achieve our budget goal.

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1. The results of our active utilization of the Company's land assets in 2020 included the completion of review application for conversion of an area of over 60 hectares of forestry land for agricultural and grazing use. 1. 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. 2. LuGao Cafe - Several coffees such as Typica, Geisha, Y.Catuai, Maragogype, SL34, Villa Sarchi and Venecia have been planted in an area of 13 hectares. LuGao Cafe won 4 excellence awards in the assessment by the jury in the 2020 Tea Manufacture Sun Moon Lake Coffee Evaluation Contest, making it become the coffee manor Department won the most awards, and also, it was invited to represent Nantou County to take part in the national quality coffee evaluation. About 5,472 kg of raw coffee beans were processed in 2020. 3. Laopi Tea Farm planted tea tree saplings for the first to fourth crops on a total area of 452 hectares of land. The construction of the new tea factory was completed. We are now in the second phase of machine installment. The annual output of semi-made tea for commercial use totaled 187,452 kg.

(II) 2020 budget implementation

The Company are not required to disclose the financial forecast for 2020 pursuant to regulations, and thus the disclosure of the budget implementation in this year is not applicable.

(III) 2020 separate revenues and expenses, and profitability analysis

1. Financial structure analysis
(1) Debt-to-assets ratio	37.07 %
(2) Ratio of long-term capital to property, plant and equipment	370.46 %
2. Solvency analysis
(1) Current ratio	117.66 %
(2) Quick ratio	20.49 %
(3) Interest coverage ratio	0.54 Time(s)
3. Operating ability analysis
(1) Receivables turnover rate	17.30 Time(s)
(2) Inventory turnover rate	0.21 Time(s)

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(3) Average days' sales in inventory	1738.09 Day(s)
(4) Property, plant and equipment turnover rate	0.04 Time(s)
4. Profitability analysis
(1) Return on assets	0.18 %
(2) Return on equity	(0.11) %
(3) Net profit margin	(5.56) %
(4) Earnings per share	NT$ (0.02)

(IV) 2020 Research and development

Tea Section	New customized products developed together with the R&D Department include: 1. the Sun-Moon Lake Black Tea, an exclusive chilled beverage released for sale by a well-known convenience store. 2. the Cassia Black Tea, an exclusive chilled beverage released for sale by a well- known convenience store.
Store operation	1. The Company’s management team designed, decorated and built the Headquarters Store with integrated planning and opened the Store on November 7 as scheduled. 2. The Neihu Headquarters Store is a complex store offering eat-in and take-out services of tea and coffee drinks as well as the sales ofproducts.
LuGao Cafe	1. New furnishings for the second phase of operation were added. LuGao Cafe also adjusted its services and goods for sale, improved the quality of coffee, and hired external lecturers to provide professional coffee-related training for its personnel. 2. 10 new TTC Shop products were released for sale.
Sun Moon Lake Antique Assam Tea Farm	1. The contents of the tour were re-established to focus on the tea-making process of the factory and the introduction of local cultures. 2. Buffets with seasonal local food have been supplied. 3. The ideas of organic nontoxic ecological environments and natural tea and products without additives have been promoted on a continuous basis. 4. 5 new tea products were developed, and a total of 19 TTC Shop products were released for sale.
Tongluo Tea Factory	1. The Tea Factory has pruned and trimmed the surrounding trees and planted new trees around the Factory to beautify the surroundings. A garden with cherry blossoms was also built at the back of the Factory. 2. The interior space is adjusted to add a seating area that can accommodate about 50 people for segregation of the visitors for the One-Day Tea Farmer DIY event. 3. The product portfolios and meal options were adjusted, and 11 TTC Shop products were introduced.
Xiong Kong	1. Several parking lots in the Plantation were renovated based on the plan. To ensure

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Tea Plantation	public safety, more walkways were built, and old rotten terraces were replaced. New trees such as cherry blossoms and deciduous cypress were planted to add seasonal atmosphere. 2. 11 new TTC Shop products were released for sale.
Daliao Historical Tea House	1. The Tea House participated in 3 activities organized by the “Fun and Amazing Tourism Factory of New Taipei City. 2. 7 new TTC Shop products were released for sale.
Daxi Tea Factory	1.11 new TTC Shop products were released for sale. 2. The main parts of old buildings have been repaired, including second-floor balconies, renovation cleaning of exterior walls, climbing plant pruning, etc. 3. Cherry blossom trees were planted in the Factory to improve the view of the woods .
Key account	Develop domestic customers; transfer orders of different channels; assist customers in reaching distribution targets thereby achieve the Company’s goals and the performance required bythe manufacturer.
Marketing	1. 15 new TTC Shop products were developed and introduced for sale, and 3 original products were replaced with new products. 2. Design and prepare marketing materials, copies, food menus, etc. required by all departments or locations.
Interior construction	1. As tenders for construction projects are generally won by contractors making the lowest bid, it is hard to compete externally with our current mode of outsourcing construction projects. 2. We used to undertake external projects mainly from contractors. However, the negative sentiment in the real estate market has resulted in longer acceptance and warranty periods, and thus the maintenance cost has increased, thereby reducing profits.
Laopi Tea Farm	1. We gather and analyze data related to tea cultivation to adjust growing conditions so as to improve the yield and quality. 2. We correct tea making equipment problems and revise manufacturing parameters to enhance production quality. 3. We work together with Hengchun Branch, Livestock Research Institute and Department of Animal Science, National Pingtung University of Science and Technology to conduct research on the prevention of weeds in tea plantations.

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II. Overview of 2021 Business Plan

(I) Business Guidelines

Tea business	1. Achieve the annual budget and gross profit goals of the Company. 2. Develop customer bases for the chain store of hand-shaken tea and propose new products in terms of the tea's application and flavor. 3. Develop customer bases for beverage factories; adjust the flavor during the rough and refined processing processes to ensure customization and differentiation and meet the customers' requirements. 4. Carry out the deployment and collect information on the wholesale market to follow up on the market's development. 5. Continuously arrange for the customers of the chain store of hand-shaken tea and beverage factory to visit Laopi Farm; enhance the significance of food safety and production resume. 6. Enhance the wholesale market to acquire larger orders. 7. Continuously contact overseas chain stores of bubble tea for business opportunities.
Marketing Dept., Marketing Business Division	1. Assist with design projects, marketing copies, commodity packaging, and so on to meet the marketing requirements of other departments of the Company. 2. Assist with the development of commodities, eliminate obsolete products, introduce new ones to enhance the brand, attract more consumers to buy, and create business opportunities.
Leisure Dept. & Store Dept., Marketing Business Division	1. Local specialties are provided at each recreational base, such as Tongluo Oriental Beauty Tea, LuGao Cafe, Xiongkong Biluochun Green Tea, Daxi Black Tea, Daliao Yefang Green Tea, etc. Spread key products from points, lines to axes to promote the company's tea and coffee products through various channels. 2. Flavored tea cakes and desserts are provided with the private brand of “TTC Shop,” focusing on natural and clean commodities without additives or chemical seasonings and extending the best tea and coffee match. 3. Continuously serve with plant-based natural food made of local seasonal materials, the most expected comfort food of modern people. 4. Plan events for all of our bases; encourage members to pay a visit there and give feedback to enhance the recognition and loyalty to the brand among the visitors when they know more about the local environment. 5. Clearly mark the production area, planting, certification, etc., on the tea and coffee commodities of our own brand and help consumers to recognize the value of clean and good tea and coffee.

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LuGao Cafe	1. Provide guiding service, help visitors observe coffee trees with their own eyes, touch them personally, and visit the coffee production process at a little distance in the coffee park. 2. Systematically adjust and create a real local coffee farm in Taiwan. In addition to guided tours, visitors can participate in coffee learning and practical implementation programs. They can grind coffee beans and make a coffee for themselves, or experience local premium coffee personally and enjoy the touch in the “transfer from beans to a cup of coffee.” Visitors may have fun and know more about coffee during the process, buy our products and become loyal customers. 3. Persist in 100% fully local planting without mixed beans and pure quality; vegetative cultivation ensures 100% fresh local coffee.
Sun Moon Lake Antique Assam Tea Farm	1. Adjust and conduct a comprehensive deep guide and combine the ecology, planting, and tea production with the visitors' daily life through interactive activities. 2. Communicate the awareness of the dependence and mutual support between agricultural production and food and the environment. Continuously promote proper planting at proper places in an environment-friendly planting manner. 3. Supply comfort buffets with seasonal local food materials. Strictly select natural and toxin-free vegetables, fruits and other food materials focusing on simple original flavor without excessive seasoning and cooking.
Tongluo Tea Factory	1. Continuously promote the intelligent tour of “One-Day Tea Farmer.” In addition to picking and making tea, visitors know more about the native tea trees of different species in the tea plantation. In addition to the tea plantation visit tour, visitors can personally experience the natural planting environment and recognize the clean good tea more than ever. 2. In addition to the “One-Day Tea Farmer” event, the design of the tour is adjusted at the low season of tea growing to add more interesting or educational contents and enrich the tea tour. 3. Appropriately add new seats in the teat experiencing area and re-plan the kitchen to provide more comfortable areas and spaces for more visitors and services.
Xiong Kong Tea Plantation	1. Seasonal flower information at Xiong Kong Tea Plantation: Spring - cherry, prune, cuckoo; summer - fir; autumn - maple, awn; winter - bald cypress, plum. Enhance the FB and official website by providing real-time reports on the beauties of the four seasons. Make more business opportunities through active promotion, greeting, explanation of commodities, and improved service quality. 2. Reserve professional narrators to help visitors embrace the organic ecology at

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	Xiong Kong Tea Plantation and recognize the willpower and persistence in the organic planting of tea and its value. 3. Enhance the implementation of different projects, such as outings for picnics and retention of a cup of coffee to improve the revisit rate.
Daxi Tea Factory	1. Provide deep guided tours focusing on the history, architecture, culture, and tea production of the old tea factory to communicate its perceptual beauty. 2. Combine the core product of “Black Tea” with local features to provide diverse commodities, letting visitors praise the excellent good clean tea and presenting different charm and elegance of the old tea factory. 3. Continuously enhance the comfort tea food of simple food materials and native flavor.
Daliao Historical Tea House	1. Enhance tea food and beverage and add special tea cakes for customized catering services. 2. Continue art curations that were discontinued due to the COVID-19 in 2020, such as photography and floriculture exhibitions, to demonstrate that drinking tea is not exclusive in the Tea House.
Key Account Section, Marketing Business Division	1. Channel agency: Serve customers and maintain relations, enhance brand value, take different aspects of rising costs into account, and coordinate with channel providers and manufacturers to improve ROI. 2.Commodity agency: Continue visit to dealers, enhance restaurant channels, and build loyal customer groups. Negotiate for appropriate transfer of orders and help dealers establish selling points. 3. Continuously promote the commodities of the self-owned brand, such as promoting coffee, tea, and special gift boxes to increase revenue.
Engineering Dept., Development Division	1. The COVID-19 made more evident the lack of labor in the renovation service market and the rising costs of materials with a higher risk of low engineering service profit this year. The competition of bidding for external projects will be assessed more carefully next year. 2. Hence, the operating focuses of the department next year: (1) Conduct establishment of selling points, renovation, and repair in line with the Company's land use policy. (2) Participate in bidding for reputable outstanding companies' projects to the amount of more than NT$ 10 million. (3) Contract the design and construction projects for the interior renovation of houses and commercial spaces.
Development Dept.,	The Development Department follows the operating strategies of Taiwan Tea Corporation and proposes two operational policies for the coming year:

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Development Division	1. Develop the land to increase shareholders’ equity (1) Making use of the land is set as the prior goal. Check the land as planned and assess the feasibility of development and its benefit. (2) Act in line with implementing the national spatial plan and promoting new large land development projects. (3) Continuously seek investment partners for the large development project for which the use of land has been altered. (4) Review available land and apply for determination of the hillside control range. 2. Develop a leisure business with the ecology of tea as the theme. (1) Organize new recreational agriculture items in line with the Company’s leisure business blueprint of tea ecology. (2) Speed up the transformation of the existing agricultural facilities to recreation points. (3) Incorporate the recreation points into the company's leisure business for operation after they have been set up.
Assets Division	1. Implement solicitation for the Tongluo Industrial and Commercial Complex and sell and rent for the residence area. 2. Implement solicitation for Yaguang and its operation. 3. Make use of assets and dispose of fragmentary land lots to increase non-operating revenue. 4. Prepare leveled forestry land for agricultural and grazing purposes to increase the land use rate. 5. Enhance auditing management to avoid illegal occupation or use. 6. Enhance and improve land management knowledge, such as knowledge on the excavation of hillsides, soil preparation, construction of roads, and inform the buyer to avoid disputes after the sale.
Xiong Kong Tea Factory	1. Conduct management in an organic and eco-friendly manner, and create a healthy and sustainable organic tea farm suitable for LOHAS. 2. Depending on the actual situation, conduct appropriate trimming as planned in each planting area to enhance the tree vigor and improve the production capacity. 3. Enhance the tea farm management and conduct pest control in a timely manner to improve the quality and output. 4. Strictly manage the tea production quality and maintain the outstanding quality of the finished products.
Fu Xing Tea	1. Subject to prohibition from spraying pesticides, manage the tea farm in a toxin-

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Factory	free and ecologically balanced manner to ensure co-existence with nature. 2. Enhance the protection and proper management of the existing tea fam to improve output. 3. Enhance care of new tea plantations and build major production bases. 4. Provide customers with healthy and toxin-free, safe products without pollution.
San Yi Tea Factory	1. Implement pass-on of tea production techniques and improve planting of special teas. 2. Enhance care and management of tea plantations to improve production capacity. 3. Introduce new mechanical management techniques to reduce direct labor costs.
Yu Chi Tea Factory	1. Conduct planting management in a quality agriculture manner. Use liquid fertilizer of aerobic fermentation and trace elements to nourish crops. Grow the trees in a vegetative cultivation manner to provide organic materials needed for the crops whenever necessary. Improve the soil structure to minimize the impact of climate change on the crops. Create a harmonious agricultural environment and produce quality products. 2. Respond to the high awareness of food safety by enhancing quality control and introducing Good Hygiene Practice (GHP). Cultivate customer loyalty across age groups to increase the Company’s annual sales performance and achieve the production, ecology, living and life cycling goals. 3. Gradually increase the planting area of the organic tea plantation and coffee farm and maintain the sources of materials and production outputs. Grow other high value-added agricultural products, such as tea oil and Aiyu, depending on the land's feature to diversify the products of the Company, improve the land use value, and create synergy. 4. The LuGao Cafe, which has been put into operation, leads the development of a quality coffee business in the Sun Moon Lake area. Backend equipment of reputable brands has been introduced for the coffee factory. In addition to improving working efficiency, the tourism business has been developed in line with the company's marketing strategies to improve the corporate image and awareness of the products.
Laopi Farm	1. Continuously optimize the farm management system to improve the efficiency of the machines and personnel. 2. As for automated equipment, automated tractors and universal harvesters are used to improve the production value and upgrade the agricultural production volume in the future. 3. Manage weeds in a cultivation manner and cover them with rice straw to improve

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the tea plantation's ecological environment. 4. Introduce digitalized management methods to track production and processing efficiency and reduce the unit cost. 5. Continuously seek the opportunity for industrial, academic and governmental cooperation; introduce new techniques and strive for subsidies.

(II) Expected Sales Volume and Assessment Basis

Tea business	The operational strategies mainly focus on the sale of the tea made by the Laopi Farm in Pingtung. The goal of 2021 is set with growth in comparison to 2020.
Marketing Dept., Marketing Business Division	1. Properly calculate the production cost. Make the annual budget and plan the marketing events in consideration of the gross profit. 2. Build websites for the Company and each channel to increase the brand's exposure and enhance its position to consumers. 3. Enhance the security of the tools on the Internet, and provide faster and more convenient selling platforms for consumers.
Leisure Dept. & Store Dept., Marketing Business Division	The goal of 2021 is set with growth compared to 2020 and in consideration of the limited number of visitors from China and the COVID-19 epidemic in 2020, the uncertainty in the future, and the area and feature of each recreational base in different operating years. The sales volume is planned based on the operational planning, operating year, historical number of visitors, sales records, features, and tea sale status of each base.
Key Account Section, Marketing Business Division	A stable operating status is expected in 2021 in consideration of the extension and growth of channels and the sales forecasts in a larger market development environment.
Engineering Dept., Development Division	The goal of the department’s 2021 “Annual Engineering Business Volume” is set to 60% from the internal projects and 40% from the external projects in consideration of the changing market environment and the Company’s operational policies.
Development Dept., Development Division	The annual projects and goals of land development are described below: 1. Large development project (1) Large development project for which the use of land has been altered - to continuously implement architecture design, operation, and solicitation plans A. The development project of “Industrial and Commercial Complex at

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Sanyi Guaizaihu Section” in Sanyi, Miaoli, has an area of 25.088 hectares. B. The development project of “Industrial and Commercial Complex at Tongluo Jiuhu Section” in Tongluo, Miaoli, has an area of 15.728316 hectares. C. The development project of “Residence Complex to the North of Tongke Science Park” in Tongluo, Miaoli, has an area of 29.468419 hectares. (2) Development project for which development permit has been acquired - to meet the subsequent required conditions - The development permit has been acquired and the soil and water conservation plans have been approved for the “Zhongming Recreation Area” in Yuchi Township, Nantou. The development area is 9.9405 hectares. (3) New land development project - to enter the material review procedure A. The development project of “Industrial Park to the North of Tongluo Science Park” in Tongluo, Miaoli, has an initial area of 11.0424 hectares. A. The development project of “Recreational Area to the South of Tongluo Science Park” in Tongluo, Miaoli, has an initial area of 5.425 hectares. 2. Leisure business (1) New recreational agriculture project - to confirm the position of the leisure business. - The “Xiong Kong 2nd Forestry Tea Plantation” in Sanxia, New Taipei City, has an organized area of about 1.26 hectares. - The recreational farm organization permit has been acquired for the “Daxi Forestry Recreational Farm” in Daxi, Taoyuan, with an organized area of 4.5139 hectares. (2) Transformation of existing agricultural facilities - to enter the organization review phase of recreational farm A. The recreational farm permit registration has been acquired for the “Tongluo Tea Factory Recreational Farm” in Tongluo, Miaoli, with an operating area of 0.585922 hectares. The goal is to arrange the Phase 2 recreational farm in 2021 with an additional area of 8.54 hectares. B. The arranged area of the “Zhuwei Agricultural Facilities” in Tongluo, Miaoli, is 2.4848 hectares to apply for a construction license and commence new construction in 2021. The arrangement of the Phase 2 transformation to a recreational farm will be conducted after the construction.

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C. The construction of the leisure business base has been completed for the “LuGao Cafe Recreational Farm” in Yuchi Township, Nantou, with an operating area of 1.261456 hectares. The goal is to arrange the Phase 2 recreational farm in 2021 with an additional area of 5.527445 hectares. (3) Incorporate the recreation points into the companys leisure business for operation after they have been set up. A. The recreational farm permit registration has been acquired for the “Xiong Kong Forestry Tea Plantation” in Sanxia, New Taipei City, with an operating area of 7.7895 hectares. B. The permit of use has been acquired for the “Xiong Kong Tea Factory Facilities” in Sanxia, New Taipei City, to implement the construction of the facilities in 2021 to create an operating area of 0.9021 hectares. C. The recreational farm permit registration has been acquired for the “Shimen Forestry Recreational Farm” in Daxi, Taoyuan, with an operating area of 4.6326 hectares. Assets Division[Implement the plans for disposal and sale of fragmentary unused land lots in 2021 ] with an area of 15 hectares.

(III) Important production and sales policies

Tea business

1. All the processes from the use of agricultural materials at the initial stage, production management to processing of tea leaves are subject to the strict control carried by TAP certification institutions to ensure providing customers with safe and secure goods. 2. Laopi Farm will receive international certificates in the coming years, including FSSC22000, HACCP, and Rainforest Alliance (RFA), to ensure segmentation from other tea factories in competition and gain customers' trust. 3. Collaborate with overseas distributors to develop international commercial markets. 4. Continuously invite the representatives of the beverage companies and chain stores of hand-shaken tea drinks to the visit tour and presentation at Laopi Farm. 5. Participate in domestic and international food exhibitions to promote publicity and win more orders. 6. Develop packed teaproducts for the duty-free shops at the airport.

Leisure Dept. & Store Dept., Marketing

1. Maintain the quality and range of high-end tea and coffee products, promote local tea (coffee) competition activities, and enhance consumers' identification to the brand and goodwill.

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Business Division	2. Review the competitiveness and profitability of the commodities regularly, eliminate obsolete products and replace them with new items to maintain competitiveness. 3. Enhance the inherent features of different channels and provide peripheral goods to enhance the brand identification and loyalty of the consumers. 4. Make plans for annual events at each channel, provide contributions to loyal members, and assist channels in the development of new customer sources.
Marketing Dept., Marketing Business Division	1. Develop new products with the materials produced at our tea and coffee farms as the first priority. 2. Implement marketing with the development of organic and natural farming methods and clean, secure products as the core. 3. Conduct regular reviews to eliminate product items that are obsolete and uncompetitive and have a low gross margin.
Key Account Section, Marketing Business Division	1. As for imported brand products and channel agents, implement local strategies pursuant to the agreement with the manufacturer, assist distributors in developing new customers, and increase the distribution volume for more opportunities. 2. Increase market shares and seek for the support of costs from overseas manufacturers, and develop new consumer channels and distributors to extend distribution ofgoods.
Engineering Dept., Development Division	1. Enhance the investigation on the market price of the manpower and material, and acquire correct information on external bidding and internal contract-out of projects. 2. Establish grading systems to cultivate and eliminate work groups. 3. Organize in-service training, provide retraining of employees for license qualification, and receive training.
Development Dept., Development Division	Continuously seek the investment of domestic and overseas investors in the land of the development project for which the purpose of the land has been changed or assist in the disposal of real estate in leasing or sale for real earnings from the development of land.
Assets Division	1. Make use of assets proactively, dispose of fragmentary land lots, and plant oil camellia trees and other organic crops. 2. Make a plan and solicit investors proactively to increase the rental income of real estate and improve its value.
Xiong Kong Tea Factory	1.The species cultivated include Qingxin Oolong, Chinshin Dapang, Qingxin Ganzi, Taiwan Tea No. 12 and Sijichun. 2. Promote the use of organic fertilizer in conjunction with fermented liquid fertilizer to facilitate the growth of tee trees and increase the production volume.

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	3. The production volume of the semi-made tea is 1,450 kg as estimated.
Fu Xing Tea Factory	1. Enhance management of the tea plantation, maintain a good ventilation environment, and improve the tea trees' resistance against plant disease. 2. The production volume of the semi-made tea is 1,450 kg as estimated.
San Yi Tea Factory	1. Enhance the employees' competence for their jobs and improve their techniques. 2. Increase the land exploitation value and create synergy. 3. The production volume of the tea plantation is 5,500 kg as estimated.
Yu Chi Tea Factory	1. The coffee that has undergone the honey process (elaborately selected and made from Yellow Catuai beans) and the new SL34 coffee are expectedly provided. 2. Lu Gao Coffee Factory has been incorporated in the production bases in the hope to increase the operating income by combining the features of tourism factories and environmental education facilities as well as developing new agricultural specialties. 3. Control the production and distribution processes stably to improve the image and competitiveness of the products. 4. The production volume of the semi-made tea and coffee beans is 9,200 kg and 5,200 kg, respectively, as estimated.
Laopi Farm	1. An area of 452 hectares is planned for the tending process of the tea plantation in 2021. 2. The production volume of the semi-made tea is 650 tons.

III. The Company’s future development strategy

The Company’s future operating strategy will focus on the sustainable development of our tea business, continuous investment in building tea leaf safety systems and optimizing manufacturing process management, and development of the leisure industry with tea ecology and tea culture as the cores by taking advantage of our abundant land assets and tea-related knowledge and technology. With regard to our business, we will actively distribute products with high-added values through marketing channels in order to increase industrial opportunities and benefits.

For asset management, we will continue to develop and utilize our land to upgrade the land value and to dispose unused land (e.g. hillsides) in order to exchange the land for urban land to increase revenue by receiving rental income. In addition, we will also carefully assess our land resources to determine the land-use level of the land: Land with good conditions for development will be developed for operation progressively

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according to market trends within the scope of the national land planning policy; for land with low potential for development, we will formulate business plans to use the land as locations for developing our recreational business; land with good productivity will be included in our agricultural production bases to expand the planting and production plans of the Company's main tea farming business. We hope to create long-term asset values for the Company by effectively using each level of land.

Our management team will work together to deliver great execution, maintain a flexible response mechanism and demonstrate competitive advantages according to the formulated industrial strategy.

IV. Impacts of the external competitive environment, regulatory environment and overall business environment

(I) Asset business:

The Company owns a extensive area of land. Our non-urban land is mostly the land for agricultural, grazing and forestry use. The applicable laws and regulations impose a lot of restrictions on land for forestry use. In addition to afforestation, the Company has also formulated relevant plans to respond to one of the most important issues in the current stage with the government, namely “how to use ecological forest environments more effectively, develop a complex business of forestry, agriculture and grazing beneath canopies, and increase the willingness of forest owners for forest management without affecting tree growth, disturbing forests, using chemical fertilizer and agricultural pesticide, such as the production of forest by-products beneath the canopies of the forest on their own land for forestry use or legal land for forestry use based on the principles of not destroying the environment and structure of forests while maintaining the appearance of the forests and forestry functions.” This opportunity also allows us to use our land for different purposes other than afforestation.

With respect to the issue of “lifting the restrictions on mountain hiking,” the regulation restricting people’s rights to enter mountains and forests freely in the “Self-government Regulations Governing Mountain Hiking Activities” established by each city and county was originally set to protect national parks, forestry environments and people engaging in outdoor hiking activities. After the restrictions have been lifted, hikers are not required to apply for entry into most of

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the mountains and forests. Even though an application is required for entering certain mountains and forests, the application is more like a notice for the management unit to care for the movement of hikers. In case of any accidents, the management unit is able to actively keep track of their route. In addition, national parks will cancel the restriction of entering mountains in line with the policy. All forest trails will be opened except for parts of those with safety concerns due to a high possibility of landslides. However, in order to protect mountain and forest resources and prevent Illegal logging, the restriction on cars remains.

Lifting the restrictions on mountain hiking is a great news for people. At the same time, it is everyone’s duty to avoid causing negative impacts on the environment. The removal of the restrictions can bring us, as a company operating business on the land for forestry use, another promising opportunity.

(II) Land development business:

1. External competitive environment

The industrial development environment in Taiwan has always been closely related to international economic trends. Trade negotiations lasting for almost two years between the United States and China finally came to an end after the U.S. and China signed the phase one trade agreement in January 2020. When upstream and downstream companies in the supply chain of the industry was adjusting the places of production substantially, the funds of the Taiwanese companies has returned to Taiwan, driving the momentum of the conventional manufacturing industry and high-tech industry to return to Taiwan and establish plants for business expansion. However, as a result of the COVID-19 pandemic later on, the situation of global industries was not clear. Moreover, with factors of short-term slower economic growth or economic stagnation, the overall economic environment will be affected by the upcoming impacts.

Owing to the wave of trade disputes, economic recession and other uncertainties, the restructuring of the industrial chain has mainly affected the industries that were more related to Mainland China. Taiwanese companies has transferred their production lines back to Taiwan, reflecting their demand for land for production which has caused a increase in the supply and demand for land and plants in the traditional industry, high-tech industry, and warehouse and logistics industry. More and more companies in relevant supporting industries have entered into the said industries to provide a considerable force

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for supporting the land supply market and land purchase schemes. In recent years, the development of IoT has progressively affected and directly changed our lifestyles and consumption modes. Furthermore, due to the current pandemic, the change of the modes of consumption and leisure activities would be reflected in various demands ,thereby accelerating the change of off-line consumption styles. The leisure industry providing outdoor spaces for activities was expected to confront a period of consolidation. We must to make adjustments to our strategies of expanding the Company's recreational business beforehand. When adding new items to the business of the Company’ recreational locations, we would assess whether the business scale and the schedule of carrying out the items needed to be adjusted in the hope to reduce the risk of real investments even with extreme changes in the economic environment.

Currently, other than areas designated by the strategic industries or relevant economic development plans managed and recommended by the government, the development modes of domestic land can be classified, by distribution, as the urban-living area for residence and consumption; the industrial district for manufacturing, assembling, storage and shipping; the leisure community for recreation in mountains, forests, rivers and the ocean. These development modes correspond to buildings, industrial plants or recreational spots, respectively, in a large-scale land development scheme. In general, the development of urban land is targeted. As for non-urban land or hillsides away from cities and outskirts, due to the conditions, traffic accessibility, schedules, economic benefits and environment protection regarding land development, the overall cost is much less competitive than the cost of developing urban land, whether subjectively or objectively. As long as a detailed assessment for the plan of non-urban land or hillside development is completed with the help of precise market positioning, this kind of development projects may obtain relative competitive conditions.

2. Regulatory environment

• (1) Impacts of amendment to the Regulations on Non-urban Land Use Control on development deadlines

The Company’s large-scale development projects for which a development permit has been acquired in the current phase include 1) the

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Sanyi Industrial and Commercial Complex; 2) the Industrial and Commercial Complex to the North of the Tongluo Science Park; 3) the Residential Complex to the North of the Tongluo Science Park; 4) Zhongming Recreation Area in Yuchi. According to the definition specified in Article 23 of the “Regulations on Non-urban Land Use Control” amended and announced by the Construction and Planning Agency, Ministry of the Interior on November 28, 2016, the implementation period of non-urban land development projects that have been approved for development shall be 10 years. In other words, the effective period of the development permit acquired starts from November 30, 2016, the date on which the amendment to the Regulations became effective, and ends on November 30, 2026. If building constructions or business registration have not been completed after the expiration date, the original permit of the project will become invalid, and the land converted into construction land will revert to agricultural or forestry use.

In response to the “Regulations on Non-urban Land Use Control” established by the Construction and Planning Agency, Ministry of the Interior, we have completed preliminary works of the projects of the Sanyi Industrial and Commercial Complex, and the Residential Complex and Industrial and Commercial Complex to the North of the Tongluo Science Park, including the miscellaneous construction with respect to soil and water conservation, public equipment construction, and the coordination and construction works of five main utilities. Also, the conversion into land for construction use and the land registration were completed. We will continue to cooperate and negotiate with investors for the construction of buildings in the aforesaid 4 projects and plan to launch these projects for sale or seek for solicitation for mutual operation within the 10-year period in order to create actual business profits and expand the business of the Company.

(2) Impacts of the Spatial Planning Act on the control of land use

The Construction and Planning Agency, Ministry of the Interior announced the “Spatial Planning Act” on January 6, 2016 which is the supreme law with respect to national spatial planning. The Act specifies the

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main directions and goals regarding the sustainable development of the land, including responding to climate change issues, ensuring land conservation, conserving the natural environment and cultural assets, facilitating reasonable allocation of recourses and industries, reinforcing the land integration management mechanism, restoring environmentally sensitive areas and damaged land.

City/county governments have enforced their “City/County Spatial Planning” and defined four types of functional zones including environmental conservation zones, marine resource zones, agricultural development zones and urban-rural development zones which are further classified into eighteen categories. The government implements land management through land zoning and classification. The defined zones and categories will not be easily changed.

Our land is mostly slope land that is non-urban land. To follow the basic principle of the Spatial Planning and fulfill our corporate responsibility of maintaining local environments, mountain conservation areas with abundant creatures will be zoned as environmental conservation zones to strictly control the land, implement environmental conservation, forbid land development and facility installment in the hope to ensure land conservation and restore damaged areas in a long term manner. With the goal of ensuring the total yield of agricultural land and self-sufficient in food production, land for agricultural production will be zoned as agricultural development zones to maintain and improve the environment of agricultural production and agricultural infrastructures, actively conserve the land for the production, storage and sales of food and crops, and implement the strategy of “Agri-land for Agricultural Usage” to thoroughly cancel the conversion of agricultural land into different usages, providing the maintenance and management of agricultural land can be strengthened. With regard to the Agri-land for Agricultural Usage strategy, the Company will be oriented towards the development of diversified agriculture to create recreational agricultural locations and build agricultural production facilities so as to maximize the benefits from the use of land while maintaining the agricultural production environment.

Within the frame of the Spatial Planning, a permission system for the use of land resources will replace the applicable development permission

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system. The new permission system allows using land for approved purposes with respect to functional zones without changing the land zoning, which will reduce the issues of disordered and sprawling land development in cities, land use fragmentation, and damaged environments. In the future, large-scale development projects that have been submitted for inclusion into the scope of national spatial development and have obtained permission within a certain timeframe are allowed for development within the planned period while land that is not included in any development zone will be subject to the land use guidance of its original functional zone.

3. Overall business environment

As ecological-environmental consciousness is getting more and more attention, and relevant laws and regulations become increasingly strict, our land development direction will be oriented towards large-scale development projects which will be promoted and carried out according to the frame of the Spatial Planning. As for the implementation of the projects, we invest professional teams, technology, personnel and material resources in order to smoothly catch up with market trends after the projects are well-prepared and to help us confront rapidly changing trends in the market and the requirements for steady business development. For land with low potential for development, we continue to perform the policy of leisure industry development and agricultural facility expansion. In addition, the existing agricultural production plan remains for land suitable for agricultural production. The aforesaid projects and land assets are separately operated by the Company’s different business departments to achieve the set goals for the development of our tea business.

(III) Marketing business:

1. We must grasp and respond to market information faster in response to rapid changes in the marketing environment, the demand of target customers, and various competitive brands.

2. As we need to comply with the increasingly strict food safety laws and regulations, manufacturing costs increase accordingly.

3. Since the Company features organic farming, natural farming and the materials from self-owned tea farms, we must enhance self-management to produce safe and authentic Taiwanese tea products for consumers.

4. Confronted with decreasing competitiveness as a result of the increasing costs of raw materials, personnel and R&D, we must integrate marketing budgets,

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effectively allocate resources and carry out market activities to raise the market shares of our brands.

(IV) Food safety issues:

Since consumers pay more and more attention on food safety issues, the Company not only adopts an actual food production policy of self-production, selfmaking and self-selling, but also actively introduces third-party supervision mechanisms to ensure quality, including adopting traceability certification for all tea farms, carrying out organic certification for organic tea farms, and conducting planting management in a quality agriculture manner. We use liquid fertilizer of aerobic fermentation to nourish crops and cultivate the trees in a vegetative cultivation manner to provide organic materials needed for the crops, improve the soil structure to minimize the impact of extreme weather on the crops, and thereby create a harmonious agricultural environment to produce quality products.

The Company passed the certification of the “ISO22000 ： 2005” and “HACCP” in 2012. Our tea leaves has passed the SGS Pesticide Residue Testing. Through the production procedures under strict control and the implementation of the control point system, the quality of our tea is trustworthy. We expect to pass the FSSC22000 ： 2018 and the Rainforest Alliance certifications in 2021 to upgrade food safety management.

(V) “Five-Day Workweek” system and amendments to the relevant provisions of the Labor Standards Act:

Even though the amendments to the Labor Standards Act for labors to take more rest days are well-intentioned, the amendment is not a one-size-fits-all measure for all industries since their natures are different. As a result, there is no flexibility in working hours and work arrangement. Moreover, due to the different methods of paying overtime on rest days, annual leave days and national holidays, not only personnel costs but also management problems increase. Nonetheless, the Company has employed more full-time and part-time employees as a response measure according to the Labor Standards Act and the regulations of the Five-Day Workweek policy.

(VI) “Coronavirus” pandemic causing impacts on economic development, resulting in a serious challenge confronting corporate business:

In the beginning of 2020, the COVID-19 pandemic spread around the globe, leading to severe challenges facing all industries, our recreational stores and tea

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business especially. In response to the onslaught of COVID-19, protecting our employees and visitors is our top priority. We perform environmental cleaning and sterilization on a more regular basis, provide free masks for our front-line employees in the stores, provide or install automatic alcohol dispensers, purchase forehead thermometers and enforce body temperature measurement in offices, working areas in factories and business locations, and strictly follow the government's pandemic prevention rules. At the same time, to prevent the spread of the pandemic, we have planned to adopt measures such as internal video conferences and having a section of employees working at home to maintain the Company's operation, mitigate the industrial impact from the pandemic, and minimize relevant damages.

To sum up, the Company has kept track of the development of domestic and foreign policies, changes in financial market volatility and relevant laws and regulations, collected related information as a reference for management decisions, and adjusted our business strategies.

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Company Profile

Two. Company Profile

I. Date of incorporation:June 15, 1950

II. Company milestones:

• 1899 “Mitsui & Co., Ltd.,” the former name of Taiwan Tea Corporation, reclaimed a large area of land for tea farms in Haishan, Taipei and in Daxi, Hsinchu and established new black tea factories in Dabao, Daliao, Shuiliudong and Huangku to produce the well-known “Nittoh Black Tea.”

• 1908 The Haishan Tea Factory was established as the largest tea factory in East Asia at that time.

• 1924 A branch factory of the Haishan Tea Factory was built in Daliao, Sanxia where the Northern Branch Office of Taiwan Tea Corporation is located.

• 1923 The “Dabao Tea Factory” was established in Chajiao village, Sanxia to produce Oolong Tea and Baozhong Tea. Afterward the Factory stopped producing Oolong Tea and Baozhong Tea and focused on black tea instead, namely the “Nittoh Black Tea.”

• At that time, there was an annual output of 0.6 million pounds of tea. The produced tea was packed in the “Mitsui's Taiwan Branch Office,” transported to the Keelung Harbor and then re-exported to Europe by ships.

• 1928 Taiwan's black tea industry has thrived since the tea factories with modern machinery were established to actively develop black tea business.

• 1930 The “Wenshan Tea Factory” was built in Guishan.

• 1937 The Sun Moon Lake Black Tea was translated into the “Formosa Black Tea” to participate the London Tea Auction and received high recognition. The Tea was also one of the tributes to the emperor of Japan.

• 1946 Taiwan Tea Corporation was founded after reorganization. The tea production units originally owned by Mitsui Norin Co.,Ltd. were converted into (1) the North District Processing Factory; (2) the Wenshan Tea Factory; (3) the Haishan Tea Factory; (4) the Daliao Tea Factory; (5) the Daxi Tea Factory; (6) the Guanxi Tea Factory; (7) the Sanyi Tea Factory and (8) the Yuchi Tea Factory.

• 1950 Taiwan Tea Corporation was officially founded with four branches dedicated to the business of pineapple, aquaculture, animal husbandry and tea leaves.

• 1955 The government implemented the policy of “Land to the Tiller” to privatize Taiwan Tea Corporation.

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Company Profile

1986	The Company began to develop new business and conduct import and export trade,
	construction projects and building material marketing business.
1992	Chiao Tai Logistics Corp. and Great Construction System Inc. that specializes in
	curtain wall works were formed to develop diversified business.
1996	The Distribution Division, Beverage Division and Biotechnology Division were
	created to form a professional marketing team to realize international business goals.
2000	We invested Xinfa Biotechnology Co., Ltd. that cultivating and selling Butterfly
	Orchid.
2003	An organic tea seedling experimental area was established, and then passed the
	certification of the Tse-Xin Organic Agriculture Foundation in the following year,
	making it become the first organic-certified Assam tea garden in Taiwan.
	Xinfa Biotechnology Co., Ltd. was renamed as Tai-Lin (台林) Biotech Inc.
2005	Tai-Lin (台林) Biotech Inc. merged with Tai-Ling (台霖) Biotech Inc. Tai-Lin (台
	林) Biotech Inc. was the dissolved company, and Tai-Ling (台霖) Biotech Inc. was
	the surviving company. The greenhouses in the Taiwan Orchid Plantation were
	completed, permitted for use, and officially launched in September of the year.
2006	The Yuchi Tea Factory located in the Sun Moon Lake became one of the “organic
	agricultural demonstration farms” of the Agriculture Foundation, Taipei.
	This year marked the first year in which Tai-Ling (台霖) Biotech Inc. was out of red
	from its establishment.
2007	To improve existing tea farms, land, and tea factories, we have planned to establish
	complex tea factories and recreational farms combining industrial business and
	recreation.
2008	A trial run of the “Xiong Kong Tea Plantation” began. We actively prepared the “San
	Yi Recreational Tea Factory” and the “Daxi Tea Factory” near Cihu.
2009	The development of an Outlet in Sanyi covering an area of 26 hectares started. We
	expanded the scope of marketing packaged tea and actively sought to reach Chinese
	markets in the hope to create a sales platform in Mainland China.
2010	A “TTC Tea Store” was set up in the Pinglin Tea Museum to offer local quality tea
	around Taiwan and further create the brand of TTC Series through redesigned
	packages integrated with local culture. The “TTC Formosa Tea Cuisine Restaurant”
	offering meals with natural flavor and the “100TEA” shop providing light meals and
	tea were also opened in the Museum.
	To build more greenhouses, Tai-Ling (台霖) Biotech Inc. rented an area of 49,500
	square meters of land in the third phase planning of the Taiwan Orchid Plantation

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Company Profile

from the Tainan County Government.

Considering the overall operation, our entire shareholding in Chiao Tai Logistics Corp. was sold.

• 2011 To expand channels, we established “TTC Tea Stores” in Tianmu and Neihu, Taipei and in the Hakka Compound, Miaoli, and set up counters in the Mega City and Eslite Spectrum department stores in Taichung at the end of the year.

Tai-Ling (台霖) Biotech Inc. completed greenhouses for exporting to the US that covers an area of 17,820 square meters and obtained a permit for use of the greenhouses.

To pay back bank loans and reduce liabilities, NT$ 0.75 billion of guaranteed and non-guaranteed convertible corporate bonds were issued respectively at the end of April, and the offering was completed at the end of May.

2012 To provide consumers with safe tea products, tea factories introduced ISO systems and acquired “the food safety certificates of ISO22000 and HACCP.”

We purchased B1, B2 and B3 business floor space in the Asiaworld Department Store to receive high yield rental income.

• 2013 The “Daliao Historical Tea House” and “Daxi Tea Factory” were put into operation. The “Daliao Historical Tea House” was the first tea industry and culture museum in New Taipei City. The “Daxi Tea Factory” was transformed into a tea factory used for tourism and educational purposes.

Tai-Ling (台霖) Biotech Inc. completed greenhouses for exporting to the US that covers an area of 7,920 square meters and obtained a permit for use of the greenhouses.

• 2014 To simplify the Company’s business direction, the Company's entire shareholding in Tai-Ling (台霖) Biotech Inc. was sold.

• 2015 In addition to passing the Taoyuan Industry and Culture Museum Evaluation with a high score and thereby becoming the 24th tourist factory in Taoyuan City, the “Daxi Tea Factory” also won the first prize and the owner award under the category of “Old House Renovation” in the “Far Eastern Architectural Design Award.”

• The “Daxi Tea Factory” stood out from 377 tea factories participating in the “2015 Safe and Hygienic Tea Factory” evaluation organized by the Council of Agriculture, Executive Yuan and won the top “Five-Star Award” (Registry Number: H10001).

• The Company successfully bid for an total area of 748.6 hectares of land (formerly the Typhone Laopi Tea Farm) in the Jhonglin Section and Longcyuan Section and paid the auction proceeds with accounts receivable. The land was planned to be used

• 46 -

Company Profile

as the largest tea production base of the Company.

2016 The “Daliao Historical Tea House” passed the renewal audit of the New Taipei City Tourism Certification.

The “Tongluo Tea Factory” in Tongluo Township, Miaoli County was put into trial operation in July.

The Company participated in the Excellence in Corporate Social Responsibility Award of the CommonWealth Magazine for the first time and was ranked 13th under the Little Giant category of the “2016 Excellence in Corporate Social Responsibility Top 100.”

We won the “Best Growth Award” in the “Visible Abilities with Unlimited Employment Opportunities” corporate model evaluation held by the Taipei City Government in 2016.

The Company completed the transfer in February of the ownership of the “Laopi Tea Farm” in Neipu Township, Pingtung County that was successfully bid in 2015.

2017 The new tea plantation for the first crop in the “Laopi Tea Farm” covers an area of 110.59 hectares. Tea tree saplings were planted in March 2017. Tea planting for the second crop would begin in the fourth quarter.

The Company participated in the Sun Moon Lake Coffee Evaluation Contest, won the first and second places and thereby had a qualification to represent the Sun Moon Lake to contend for the national top 12 list in the 2018 competition.

We participated in the “2017 Quality Miaoli Black Tea Evaluation” and stood out from numerous competitors taking part in the evaluation by winning the top 9 awards, including the special prize, first prize, golden prize, silver prize, etc.

The Company participated in the Excellence in Corporate Social Responsibility Award of the CommonWealth Magazine in 2017 and once again achieved better results. We were ranked 10th under the Little Giant category.

The Company merged with its subsidiary, Tai Lin Investments Limited, by using a short-form merger. The merger record date was December 18, 2017. After the merger, the Company was the surviving company.

2018 For the second crop of tea in the “Laopi Tea Farm,” an area of 130 hectares of land was planted with tea tree saplings in February 2018. Tea tree saplings were planted on a total area of 240hectares for the first and second crops. The planting of tea tree saplings for the third and fourth crops would begin year by year as scheduled. The construction of building the Laopi Tea Factory began in June 2018 and was expected to complete in 2019.

• 47 -

Company Profile

The Company has raised NT$ 0.2964 billion by a private placement of securities as of April.

Our “Daxi Tea Factory” passed the renewal audit to obtain another certificate valid for 3 years in May after being certified as a “tourism factory” by the Minister of Economic Affairs in 2015.

The Company won the Little Giant prize in the Excellence in Corporate Social Responsibility Award of the CommonWealth Magazine for three consecutive years.

2019 Tea planting for the third crop in the “Laopi Tea Farm” in Neipu, Pingtung was completed in the first quarter in 2019. A total land area of 324hectares was planted with tea tree saplings for the first to third crops.

Our Pingtung Branch Office was presented with the award of “2019 Excellent Unit Employing Workers with Disabilities in Pingtung County” by the Pingtung County Government to acknowledge our efforts to actively employ disabled workers, which was in line with the government's policy.

Our “Daliao Historical Tea House” passed the renewal audit of the New Taipei City Tourism Certification with an excellent score. The “LuGao Cafe” located in Yuchi, Nantou was put into operation in August 2019. The outsourcing mode for the “Sun Moon Lake Antique Assam Tea Farm” in Yuchi, Nantou was suspended in November in the same year. We took back the Tea Farm and undertook the operation ourselves.

2020 The “Laopi Tea Farm” in Neipu, Pingtung, finished growing tea tree saplings in a total area of 452 hectares in the first quarter of 2020.

The Company was presented with a certificate of appreciation by “the UN Sustainable Development Goals Advisory Council of the Legislative Yuan” on October 16, 2020 in recognition of our long-term dedicated efforts in sustainable development works, which have provided positive impacts and leadership for the Taiwanese society.

• 48 -

Three.Report to Shareholders

I. Organization System

(I) Organizational system chart of Taiwan Tea Corporation

==> picture [708 x 345] intentionally omitted <==

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

Shareholders’
meeting
Office of
Audit Committee Audit Service
Board of
Directors
Compensation Committee Secretariat
Office
Chairman
President
Executive Assistant
General Manager
Business Division Marketing Assets Division Development Division Tea Division Administration Division Financial Division Public Affairs Office
Sales Department Store Department Leisure Department Marketing Department Assets Department Pingtung Branch Office Nantou Branch Office Miaoli Branch Office Sanxia Branch Office Department Development Department Engineering Department Tea Manufacture Department Technical R&D Tea Department Department Administration Department Human Resources Department Legal Affairs Department Information Financial Department
Factory Section Section Section
Key Account Section Section Import & Export Neihu Headquarters Store LuGao Cafe Assam Tea Farm Sun Moon Lake Antique Tongluo Tea Factory House Daliao Historical Tea Daxi Tea Factory Plantation Xiong Kong Tea Creative Design Section Section Channel Marketing Section Product Development Laopi Tea Farm Yu Chi Tea Factory San Yi Tea Factory Fu Xing Tea Factory Xiong Kong Tea R&D Section Agricultural Affairs Maintenance & Repair Overseas Affairs Tea Section Procurement Section General Affairs Section Share Affairs Section Cashier Section Accounting Section
----- End of picture text -----

==> picture [29 x 274] intentionally omitted <==

Corporate Governance Report

• (II) Business of Individual Departments of Taiwan Tea Corporation

• Direct subordinates:

  • (1) Audit Office, Board of Directors: Responsible for supervision and audit of the Company’s internal operation control matters.

  • (2) Secretariat Office, Board of Directors: Responsible for the company’s board of directors' agenda matters.

  • (3) Public Affairs Division: Responsible for execution of all the Company’s outward matters.

• Administration Division: Leading four subordinate administrative units of Administration Department, Human Resources Department, Information Department, and Legal Affairs Department.

   - (I) Administration Department:
  

(1) General Affairs Section: Responsible for general matters and document receiving/distribution.

(2) Purchase Section: Responsible for purchase matters of the Company.

(3) Stock Affairs Section: Responsible for shareholders’ stock and accounting matters.

(II) Human Resources Department: Responsible for personnel, wage management, paperwork, and agenda matters.

(III) Information Department: Responsible for information related management and business matters.

(IV) Legal Affairs Department: Responsible for mattes on legal issues.

1. Financial Division: Leading the Financial Department, which is the superior unit of the Accounting Section and Cashier Section, responsible for accounting, investment and cashier matters respectively.

2. Development Division: Leading the Engineering Department and Development Department

(I) Engineering Department: Responsible for repair and maintenance of internal assets and external interior decoration and outer wall related engineering business.

• (II) Development Department: Responsible for land development business of the Company.

• Assets Division: Leading the Assets Department, eastern branch, Miaoli branch, Nantou branch, and Pingtung branch and responsible for assets management matters of the Company.

• Marketing Business Division: Leading the Marketing Department, Leisure Department, Store Department, and Sales Department.

(I) Marketing Department: Leading the Product Development Section, Channel Marketing Section, and Creative Design Section.

(II) Leisure Department: Leading six units of Xiong Kong Tea Plantation, Sun Moon Lake Antique Assam Tea Farm, Daxi Tea

• 50 -

Corporate Governance Report

Factory, Daliao Historical Tea House, Tong Luo Tea Factory, and LuGao Cafe.

(III) Store Department: Leading the Neihu Headquarters Store.

(IV) Sales Department: Leading the Import & Export Section and Key Account Section.

(1) Import & Export Section: Responsible for the import and export business of the Company.

(2) Key Account Section: Responsible for the agency and group buying business of the Company.

1. Tea Division: Leading three units of Tea Department, R&D Department, and Tea Manufacture Department

(I) Tea Department: Responsible for tea sales business of the Company.

(II) R&D Department: Responsible for planting, tending, and R&D of teas for the Company. The Department leads the R&D Section, Agricultural Affairs Section, and Maintenance & Repair Section. They are respectively responsible for the quality and R&D of tea, technique pass-on, management of agricultural affairs, internal machine configuration, and process technique support.

(III) Tea Manufacture Department:

(1) Xiong Kong Tea Factory: Responsible for tea manufacture and production business.

(2) Fu Xing Tea Factory: Responsible for tea manufacture and production business.

(3) San Yi Tea Factory: Responsible for tea manufacture and production business.

(4) Yu Chi Tea Factory: Responsible for tea manufacture and production business.

(5) Laopi Farm: Responsible for planting, production, and manufacture of tea as well as other agriculture related matters.

• 51 -

II. Information about directors, the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches

(I) Director and independent director

1. Information about the directors and independent directors of the 23rd Board of Directors

April 17, 2021

1. Inf	ormati	on about	the dire	ctors a	nd	indepe	ndent directors	ndent directors	of the 23rd Bo	of the 23rd Bo	ard of Directo	ard of Directo	rs	rs	April 17, 2021
Title	Nationality or country of registration	Name	Gender	Date elected (appointed)	Term	Date first elected	Shareholding when elected		Current shareholding		Current shares held by spouse or minor children		Shares held in the names of others		Educational background and experience	Concurrent posts in the Company or other companies	Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship			Remarks (Note 3)
							Number of shares	Shareholding ratio %	Number of shares	Shareholding ratio %	Number of shares	Shareholding ratio %	Shares	Shareholding ratio %			Title	Name	Relation
Chairman	Republic of China	Shan Young Assets Management Co., Ltd.	Not applicable.	2019.08.01	3 years	2019.08.01	94,072,000	11.91%	148,361,000	18.78%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Ching-Yuan Wu	Male				0	0	0	0	0	0	0	0	Master, Department of Architecture & Urban Planning Director of Sanyang Motor Co., Ltd. Vice Chairman of Sanyang Motor Co., Ltd. Chairman of Sanyang Motor Co., Ltd.	Chairman and General Manager of Sanyang Motor Co., Ltd. Chairman of Nan Yang Industrial Co Ltd. Chairman of Ching-Ta Investments Limited	Nil	Nil	Nil
Director	Republic of China	Chin-Yen Lin	Female	2019.08.01	3 years	1996.3.27	17,500,000	2.22%	18,000,000	2.28%	0	0	0	0	Department of Accounting, Fu Jen Catholic University General Manager and Chairman of Taiwan Tea Corporation Chairman of Tai-Ling Biotech Inc. and Tai-Lin Investments Limited	Director of Chinese Products Promotion Center	Nil	Nil	Nil
Director	Republic of China	DeChuan Development Ltd.	Not applicable.	2019.08.01	3 years	2012.06.05	2,720,000	0.34%	2,720,000	0.34%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Hsuan-Yu Liao Chen	Male				0	0	0	0	0	0	0	0	Master, College of Management, National Taiwan University Special Assistant to the Chairman of Taiwan Tea Corporation Supervisor of Taiwan Tea Corporation General Manager of VeeTIME Corp. Special Assistant to the Chairman & Trading Officer of Hwa Fong Rubber Ind. Co., Ltd. Chairman of Hwa Fong Rubber Ind. Co., Ltd. Chairman of Alibaba International Ltd. Chairman of DeChuan Development Ltd.	Executive Assistant General Manager of Taiwan Tea Corporation Director of VeeTIME Corp. Director of Hwa Fong Rubber Ind. Co., Ltd. Chairman of Alibaba International Ltd. Chairman of DeChuan Development Ltd.	Nil	Nil	Nil
Director	Republic	Shan Young	Not	2019.08.01	3	2019.08.01	94,072,000	11.91%	148,361,000	18.78%	Not	Not	Not	Not	Not applicable.	Not applicable.	Not	Not	Not

==> picture [49 x 304] intentionally omitted <==

	of China	Assets Management Co., Ltd.	applicable.		years						applicable.	applicable.	applicable.	applicable.			applicable.	applicable.	applicable.
		Representative: Yu-Chang Huang	Male				0	0	0	0	0	0	0	0	Graduated from a vocational high school Managing Director of Sanyang Motor Co., Ltd. Director of Sanyang Motor Co., Ltd.	Director of Sanyang Motor Co., Ltd.	Nil	Nil	Nil
Director	Republic of China	WE-FU Investment Co., Ltd.	Not applicable.	2019.08.01	3 years	2019.08.01	8,199,000	1.04%	9,900,000	1.25%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Managing Director of United Real-Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of Lung-Jih Construction Co., Ltd.	Managing Director of United Real-Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of Lung-Jih Construction Co., Ltd.	Not applicable.	Not applicable.	Not applicable.
		Representative: Chih-Kuang Yen	Male				0	0	0	0	0	0	0	0	Master, Columbia University, USA A jury member for the Taiwan Management Institute Master's Thesis Selection President of EO Tashiipei (2017~2018)(Entrepreneurs’ Organization Taipei) Director and General Manager of Pu-Lai-Ssu Securities Investment Co., Ltd. Fund Manager of Invesco Securities Investment Trust Co., Ltd. Analyst of Core Pacific Securities Co., Ltd.	Chairman of WE-FU Investment Co., Ltd. Vice Chairman of Kainan University Vice Chairman of Taipei Kai-Nan Vocational High School Director and General Manager of United Real- Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of United Construction Co., Ltd. Director of Apexlens Co., Ltd.	Nil	Nil	Nil
Director	Republic of China	AN-MEI Investment Co., Ltd.	Not applicable.	2019.08.01	3 years	2016.09.29	7,017,428	0.89%	7,017,428	0.89%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Nil	Not applicable.	Not applicable.	Not applicable.
		Representative: Shiou-Chyi Lin (Note 1)	Male				1,200,000	0.15%	1,200,000	0.15%	439,000	0.06%	0	0	Department of Geosciences, National Taiwan University General Manager and Chairman of Oriental Silicas Corporation Chairman of AN-MEI Investment Co., Ltd.	Director, General Manager and Chairman of Oriental Silicas Corporation Director of OSC (Shanghai) Trading Co., Ltd. Chairman of AN-MEI Investment Co., Ltd. Chairman of OSC Siam Silica Co., Ltd. Chairman Chairman of FengTai Industrial Co., Ltd. Chairman of Nanji Chemical Co., Ltd. Director of Lianji Chemical Industry Co., Ltd. Director of Jiangsu Debang Chemical Industry GroupCo.,Ltd.	Nil	Nil	Nil
Director	Republic of China	YSC- MARKETING CO., LTD.	Not applicable.	2019.08.01	3 years	2019.08.01	20,000,000	2.53%	20,000,000	2.53%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Wei-Lin Shao	Male				0	0	0	0	0	0	0	0	Department of Chemical Engineering, National Cheng Kung University Chairman of Vitalon Foods Co., Ltd. and Chairman of Vitalon Foundation	Chairman of Vitalon Foods Co., Ltd. Chairman of YSC- MARKETING CO., LTD. Chairman of Douball Tea International Co., Ltd.	Nil	Nil	Nil

==> picture [49 x 283] intentionally omitted <==

																Director of YEC BiotechnologyCo., Ltd.
Director	Republic of China	Global International Investment Co., Ltd.	Not applicable.	2019.08.01	3 years	2014.06.20	18,481,000	2.34%	18,481,000	2.34%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Ling-Chi Chang	Female				210,000	0.03%	180,000	0.02%	2,237,000	0.28%	0	0	Master, University of Illinois at Urbana-Champaign Special Assistant to the Chairman of Global Interactive Technologies Corporation Chairman of Global International Investment Co., Ltd. Director of Taiwan Tea Corporation	Chairman of Global International Investment Co., Ltd. Chairman of CHAINTEK CORPORATION Director of Thinche Co., Ltd.	Director representative of juridical person	Chia-Min Chang	Sister and brother
Director	Republic of China	Global International Investment Co., Ltd.	Not applicable.	2019.08.01	3 years	2014.06.20	18,481,000	2.34%	18,481,000	2.34%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Chia-Min Chang	Male				0	0	0	0	0	0	0	0	Master, University of Oxford Special Assistant to the Chairman of International Currency Technologies Corp. Chairman of Thinche Co., Ltd.	Chairman of Thinche Co., Ltd. Director of Global International Investment Co., Ltd. Director of CHAINTEK CORPORATION Director of International Currency Technologies Corp. Director of Global Interactive Technologies Corporation	Director representative of juridical person	Ling-Chi Chang	Sister and brother
Director	Republic of China	Chou Chin Industrial Co., Ltd.	Not applicable.	2019.08.01	3 years	2019.08.01	15,298,000	1.94%	21,215,000	2.69%	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.	Not applicable.
		Representative: Lien-Kai Chan (Note 2)	Male				0	0	0	0	0	0	0	0	Provincial San-Chung Commercial and Industrial Vocational High School Managing Director of Taiwan Tea Corporation	Director of Hsu-Feng Asset Management Co., Ltd. Chairman of Health-Elite TechnologyCo., Ltd.	Nil	Nil	Nil
Independent Director	Republic of China	Sheng-Tsheng Lee	Male	2019.08.01	3 years	2016.09.29	0	0	0	0	0	0	0	0	Master, Institute of China Studies, National Sun Yat-sen University Bachelor of Laws, College of Law and Business, National Chung Hsing University Judge and Division-Chief Judge of Taiwan Taitung District Court Judge of Taiwan Kaohsiung District Court	Convener of the Audit Committee of Taiwan Tea Corporation Convener of the Compensation Committee of Taiwan Tea Corporation Partner of Yuan,Chen & Partners Attorneys-at-Law Director of Taiwan Styrene Monomer Corporation Independent Director of D- Link Corporation Independent Director of TatungCo., Ltd.	Nil	Nil	Nil
Independent Director	Republic of China	Chung-Ho Sung	Male	2019.08.01	3 years	2019.08.01	0	0	0	0	0	0	0	0	Master, Institute of Law, Central Police University Doctor, Institute of Crime Prevention and Corrections, Central Police University Prosecutor of Taiwan Hsinchu District Prosecutors Office	Member of the Audit Committee of Taiwan Tea Corporation Member of the Compensation Committee of Taiwan Tea Corporation Head of Chung - Ho	Nil	Nil	Nil

==> picture [49 x 304] intentionally omitted <==

															Head of Chung - Ho International Law Office	International Law Office
Independent Director	Republic of China	Li-Chi Yeh	Male	2019.08.01	3 years	2019.08.01	0	0	0	0	0	0	0	0	Master, College of Law, University of Southern California Lawyer of Yeh Li Chi Law Office	Member of the Audit Committee of Taiwan Tea Corporation Member of the Compensation Committee of Taiwan Tea Corporation Lawyer of Yeh Li Chi Law Office Senior Lawyer of Formosan Brothers Attorneys-at-Law	Nil	Nil	Nil

Note 1: The Director was elected as a director of Taiwan Tea Corporation as a natural person for the first time on June 13, 2008.

Note 2: The Director was a substitute of the institutional shareholder concerned to serve as a director of Taiwan Tea Corporation on September 01, 2012.

Note 3: If the Chairman, General Manager or personnel with equivalent positions (senior managerial officers) are the same person, have spouse relationship, or are relatives within the first degree of kinship, the reason, rationality, necessity and countermeasures (including increasing independent director seats and having a majority of directors who do not concurrently serve as employees or managerial officers) thereof shall be explained.

==> picture [49 x 283] intentionally omitted <==

Corporate Governance Report

2. Major shareholders of the corporate shareholder

(2-1) Major shareholders of the corporate shareholder

	April 25,2021	April 25,2021
Names of corporate shareholders	Major shareholders of the corporate shareholder
	Shareholder	Shareholding ratio
Shan Young Assets Management Co.,Ltd.	Sanyang Motor Co., Ltd.	100.00%
DeChuan Development Ltd.	Kuei-Lien Liao Chen	52.94%
	Hsuan-Yu Liao Chen	23.53%
	Wan-TingLiao	23.53%
WE-FU Investment Co., Ltd.	Wen-LungYen	37.60%
	Li-Chih Yen Chen	29.30%
	Chih-KuangYen	9.00%
	Chih-Yu Yen	9.00%
	Wei-Guo Construction Co.,Ltd.	8.60%
	Wen-Tse Yen	3.60%
	Tai-Hsuan Hsia	1.50%
	United Real-Estate Management Co.,Ltd.	1.10%
	Hsueh-E Chang	0.30%
An-Mei Investment Co., Ltd.	Wen-ChengLin	44.00%
	Shiou-Chyi Lin	36.00%
	Yu-TingLin	8.00%
	Chang-KengLin	4.00%
	Shu-Mei Lin	4.00%
	Ai-LingWang	2.00%
	Yu-FangTsai	2.00%
YSC-MARKETING CO., LTD.	Vitalon Foods Co.,Ltd.	98.00%
	Wei-Lin Shao	1.00%
	Hsin-Hui Shao	1.00%
Global International Investment Co., Ltd.	Chia-Min Chang	55.65%
	Make Best CompanyLimited	30.29%
Chou Chin Industrial Co., Ltd.	China Man-Made Fiber Corporation	46.81%
	Da-Fa Investment Co.,Ltd.	27.10%
	Yu-Hui Co.,Ltd.	11.02%
	Pan-Xu Investment Co.,Ltd.	3.86%
	De-XingInvestment Co.,Ltd.	2.50%
	Pan Asia Investment Co.,Ltd.	0.80%
	Chou ChangCo.,Ltd.	0.68%
	Hsien-Pei Chen	0.31%
	Cheng-Chi Asset Management Co.,Ltd.	0.22%
	Mega Securities Co., Ltd.	0.19%

Note 1: If the directors or supervisors are the representatives of corporate shareholders, their names should be provided.

Note 2: The names of the major shareholders (Top 10 shareholders in terms of shareholding ratio) of the

• 56 -

Corporate Governance Report

corporate shareholder and their shareholding ratio shall be provided. Table 2 below shall be filled out if the major shareholder is a corporate entity.

(2-2) Major shareholders if they are corporate entities

	April 25,2021	April 25,2021
Names of corporate shareholders (Note 1)	Major shareholders of the corporate shareholder (Note 2)
	Shareholder	Shareholding ratio
Sanyang Motor Co., Ltd.	Taiyo Investment Limited	8.03%
	Chuan-Yuan Investment Co., Ltd.	5.90%
	Bestford Investment Limited.	5.51%
	Regent WayInvestment Limited	3.74%
	Qian-JingInvestment Limited	3.63%
	You-Qi Investment Co., Ltd.	2.91%
	Ching-YungWu	2.51%
	Hong-Bo Investment Limited	2.24%
	Chuang-Fu Development Consultants Co., Ltd	2.13%
	Li-Chu Wu	2.12%
Wei-Guo Construction Co., Ltd.	Li-Chih Yen Chen	0.07%
United Real-Estate Management Co., Ltd.	WE-FU Investment Co., Ltd.	75.02%
	Wei-Guo Construction Co., Ltd.	23.68%
Vitalon Foods Co., Ltd.	Rui-Lin Asset Management Limited	16.21%
	Li-Li Hsu	9.95%
	Chen-Li Hsu	9.88%
	Hsun-YingHsu	9.25%
	Chu-Pin Hsu	7.04%
	Te-FengKao	6.03%
	Han-Chieh Wu	5.57%
	Yu-Chieh Wu	5.57%
	Hsien-KuangWu	5.27%
	Pang-Chieh Chen	5.10%
Make Best CompanyLimited	Ling-Chi Chang	90.00%
China Man-Made Fiber Corporation	Pan Asia Chemical Corp.	15.51%
	Sheen Ren Knitting Factory Co., Ltd.	4.36%

• 57 -

Corporate Governance Report

Names of corporate shareholders (Note 1)	Major shareholders of the corporate shareholder (Note 2)	Major shareholders of the corporate shareholder (Note 2)
	Shareholder	Shareholding ratio
	Chou Chin Industrial Co., Ltd.	3.65%
	Pan Asia Investment Co., Ltd.	3.11%
	China Man-Made Fiber Investment Co., Ltd.	2.61%
	Advanced General ETF investment account held in trust by J.P. Morgan Chase,Taipei Branch	1.36%
	Vanguard FTSE Emerging Markets Index ETF investment account held in trust by J.P. Morgan Chase, Taipei Branch	1.33%
	Kao-HuangLin	0.87%
	Dimension Emerging Market Fund investment account held in trust by Citibank	0.84%
	DFA Emerging Market Core Securities investment account held in trust by Citibank	0.81%
Da-Fa Investment Co., Ltd.	Yu-Hui Co., Ltd.	42.93%
	Pan Asia Investment Co., Ltd.	33.59%
	General Pride Enterprise Co., Ltd.	22.73%
	Kuei-Hsien Wang	0.75%
Yu-Hui Co., Ltd.	Kuei-Hsien Wang	99.99%
	Chia-Ying Shen	0.01%
Pan-Xu Investment Co., Ltd.	Yu-Hui Co., Ltd.	100.00%
De-Xing Investment Co., Ltd.	China Man-Made Fiber Corporation	100.00%
Pan Asia Investment Co., Ltd.	Yu-Hui Co., Ltd.	47.42%
	Da-Fa Investment Co., Ltd.	42.63%
	General Pride Enterprise Co., Ltd.	9.44%
	Kuei-Hsien Wang	0.51%
Chou Chang Co., Ltd.	Chou Chin Industrial Co., Ltd.	48.57%
	Pan Asia Investment Co., Ltd.	36.39%
	De-Xing Investment Co., Ltd.	14.78%

• 58 -

Corporate Governance Report

Names of corporate shareholders (Note 1)	Major shareholders of the corporate shareholder (Note 2)	Major shareholders of the corporate shareholder (Note 2)
	Shareholder	Shareholding ratio
	Ge-Lin Co., Ltd.	0.19%
	Yu-Hui Co., Ltd.	0.05%
	Chung-Tien Hsu	0.01%
	Yun-Lung Chen	0.01%
	Chien-Feng Huang	0.00%
	Yung-Chu Liu	0.00%
	Yu-Feng Wang Lai	0.00%
Cheng-Chi Asset Management Co., Ltd.	I-Wen Chen	23.08%
	I-Sheng Lin	21.79%
	Yen-Ju Wu	17.95%
	Mei-Hsiu Cho	7.69%
	Jung-Pin Lin	7.69%
	Hung-Pin Liao	7.69%
	Mei-Hui He	5.13%
	Chen-Hsiang Cheng	5.13%
	Wei-Min Cho	2.56%
	Jung Sheng Tseng	1.28%
Mega Securities Co., Ltd.	Mega Financial Holding Company	100%

Note 1: If the major shareholders in Table 1 are corporations, their names shall be provided. Note 2: The names of the major shareholders (Top 10 shareholders in terms of shareholding ratio) of the corporation and their shareholding ratio shall be provided. Note 3: The data are provided by corporate shareholders or come from the 2019 annual reports of listed companies and the company registration data provided by the Department of Commerce, MOEA

• 59 -

Corporate Governance Report

3-1. Information about the Directors and Independent Directors of the 23rd Board of Directors (I) May 10, 2021

23rd Bo	23rd Bo	ard of Directors(I)	ard of Directors(I)	ard of Directors(I)	May	May	May	May	May	May	May	May	May	May	May	May	10, 2021
Qualifications Name (Note 1)		Having at least 5 years of work experience and the following qualifications			Independence (Note 2)												Number of other public companies where the director concurrently serves as an independent director
		Lecturer or higher positions in the department of commerce, law, finance, accounting or any other fields relevant to the Company's business at a public or private university/colle ge	Judge, public prosecutor, attorney, certified public accountant, or any other professional or technical specialists who have passed a national examination and received a certificate in a profession necessary for the Company's business	Work experience in commerce, law, finance, accounting or any other fields necessary for the Company's business	1	2	3	4	5	6	7	8	9	10	11	12
Chairman	Shan Young Assets Management Co., Ltd. - Representative Ching- Yuan Wu																0
Director	Chin-Yen Lin																0
Director	Representative of DeChuan Development Ltd. - Hsuan-Yu Liao Chen																0
Director	Shan Young Assets Management Co., Ltd. - Representative Yu- ChangHuang																0
Director	Representative of WE- FU Investment Co., Ltd. - Chih-KuangYen																0
Director	AN-MEI Investment Co., Ltd.- Shiou-Chyi Lin																0
Director	YSC-MARKETING CO., LTD.- Representative Wei-Lin Shao																0
Director	Global International Investment Co., Ltd. - Representative Ling- Chi Chang																0
Director	Global International Investment Co., Ltd. - Representative Chia- Min Chang																0
Director	Chou Chin Industrial Co., Ltd.- Representative Lien- Kai Chan																0
Independent director	Sheng-Tsheng Lee																2
Independent director	Chung-Ho Sung																0
Independent director	Li-Chi Yeh																0

Note 1: The number of the columns are adjusted as needed. Note 2: A “  “ is placed in the box if the Director or Supervisor met the following conditions during his/her term of office and two years prior to the date elected.

(1) The director or supervisor is not an employee of the Company or any of its affiliates.

(2) The director or supervisor is not a director or supervisor of the Company or any of its affiliates.(The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

(3) The director or supervisor is not a natural person holding 1% or more of the Company's total issued shares together with his/her spouse and minor children, or holding 1% or more of the Company's total issued shares under others’ names, or ranking in the top 10 in shareholdings.

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Corporate Governance Report

• (4) The director or supervisor is not the spouse, relative within the second degree of kinship, or direct blood relative within the third degree of kinship of any managerial officer listed in (1) or of any persons listed in (2) and (3).

• (5) The director or supervisor is not a director, supervisor, or employee directly holding 5% or more of the total number of the Company's issued shares, ranking in the top 5 in shareholdings or being the director, supervisor, or employee of corporate shareholders who designate their representatives as the Company’s directors or supervisors in accordance with Paragraph 1 or 2, Article 27 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (6) The director or supervisor is not a director, supervisor or employee of another company where the number of directors or more than half of the voting shares are controlled by the same person. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (7) The director or supervisor is not a director, supervisor or employee of another company or institution who is the Chairman, General Manager or any personnel with an equivalent position or has a spouse relationship therewith. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (8) The director or supervisor is not a director, supervisor, managerial officer or shareholder holding more than 5% of the shares of a specific company or institution in a business or financial relationship with the Company. (The same does not apply, however, in cases the specific company or institution holds more than 20% and less than 50% of the Company’s total issued shares, and the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (9) The director or supervisor is not a professional who provides audits or commercial, legal, financial or accounting services accumulating more than NT$ 500,000 of remuneration obtained in recent two years to the Company or its affiliates, nor is an owner, partner, director, supervisor, or managerial officer, or the spouse of any of the above, of any sole proprietorship, partnership, company, or institution that provides such services

to the Company or its affiliates. However, this shall not apply to the members of the Compensation Committee, Review Committee for Public Acquisitions or Special Committee for Mergers who execute their duties in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

• (10) The director or supervisor is not the spouse or relative within the second degree of kinship of other directors.

• (11) The director or supervisor does not meet any of the conditions specified in Article 30 of the Company Act.

• (12) The director or supervisor is not, as a government agency or a juristic person or a representative of any of them, elected pursuant to Article 27 of the Company Act.

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Corporate Governance Report

3-2. Information on the Directors and Independent Directors of the 23rd Board of Directors (2)

(i) Structure of the Board of Directors:

The Company’s Board of Directors shall give instructions on the strategies of the Company, supervise the management, be responsible to the shareholders’ meeting and for all the matters and arrangements related to the corporate governance of the Company, ensure that the Board of Directors exercises its power pursuant to the requirements of laws, regulations, Articles of Incorporation, and resolutions adopted at the shareholders’ meeting.

The members of the Board of Directors shall be diversified. The number of the directors serving concurrently as the managerial officers of the Company shall not exceed one-third of the total directors. The Board of Directors shall draw up appropriate diversification guidelines based on its operation, the business operation type, and the development of the Company, including but not limited to the following two major criteria:

1. Basic conditions and values: Gender, age, nationality, culture, etc.

2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, law or environment), professional skills and industry experience.

The board of directors shall have the knowledge, technique, and quality needed for the implementation of their duties. To achieve the ideal goals of the corporate governance, the Board of Directors shall overall have the following abilities:

1. The ability to make judgments about operations.

2. Accounting and financial analysis ability.

3. Business management ability.

4. Crisis management ability.

5. Knowledge of the industry.

6. International market perspective.

7. Leadership ability

8. Decision-making ability.

There are currently 13 directors in the Company’s Board of Directors and 2 of them are female, occupying 2/13 of the total number of directors.

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Corporate Governance Report

There are 10 non-independent directors and 2 of them are managerial officers (general management and executive deputy general manager). The number of the directors serving concurrently as the managerial officers of the Company occupies 1/5 of the non-independent directors. There are 3 independent directors and 1 of them has a seniority of 4 to 5 years. The other 2 independent directors are newly elected for the current term. The members of the Company’s Board of Directors have professional knowledge in business management, finance and accounting, law, environment, and marketing, as well as industry experience related to the business of the Company, such as tea, land assets, and tourism and leisure. The implementation of diversification is described in the table below:

(ii) The Diversified Policy of the Board of Directors and the Associated Implementation Situation:

Title	Name	Gender and nationality	Gender and nationality	Professional background	Professional knowledge & skills	Professional knowledge & skills	Professional knowledge & skills	Professional knowledge & skills	Professional knowledge & skills	Industry experience	Industry experience	Industry experience
		Gender	Nationality	Education	Business management ability	Finance Accounting	Law	Environment	Marketing	Tea	Land assets	Tourism & leisure
Chairman	Ching- Yung Wu	Male	Taiwan	Master, Department of Architecture & Urban Planning							
Director	Chin-Yen Lin	Female	Taiwan	Department of Accounting, Fu Jen Catholic University								
Director representative of juridical person	Hsuan- Yu Liao Chen	Male	Taiwan	Master, College of Management, National Taiwan University								
Director representative of juridical person	Yu- Chang Huang	Male	Taiwan	Graduated from a vocational high school							
Director representative of juridical person	Chih- Kuang Yen	Male	Taiwan	Master, Columbia University, USA							
Director representative of juridical person	Shiou- Chyi Lin	Male	Taiwan	Department of Geosciences, National Taiwan University								
Director representative of juridical person	Wei-Lin Shao	Male	Taiwan	Department of Chemical Engineering, National Cheng Kung University								
Director representative of juridical person	Ling-Chi Chang	Female	Taiwan	Master, University of Illinois at Urbana-Champaign								

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Corporate Governance Report

Director representative of juridical person	Chia-Min Chang	Male	Taiwan	Master, University of Oxford							
Director representative of juridical person	Lien-Kai Chang	Male	Taiwan	Provincial San- Chung Commercial and Industrial Vocational High School								
Independent director	Sheng- Tsheng Lee	Male	Taiwan	Master, Institute of China Studies, National Sun Yat- sen University Bachelor of Laws, College of Law and Business, National Chung Hsing University								
Independent director	Chung- Ho Sung	Male	Taiwan	Master, Institute of Law, Central Police University Doctor, Institute of Crime Prevention and Corrections, Central Police University					
Independent director	Li-Chi Yeh	Male	Taiwan	Master, College of Law, University of Southern California					

• Note: 1. Industry experience includes the tea industry, leisure and tourism industry, and land development business related to the Company.

• For more information about the election of the directors for the current term, please refer to Pages 52~55 of the Annual Report.

• 64 -

(II) Information about the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches

April 17, 2021

Title (Note 1)	Nationality	Name	Gender	Date elected (appointed)	Shareholding	Shareholding	Shares held by spouse and minor children	Shares held by spouse and minor children	Shares held in the names of others	Shares held in the names of others	Educational background and experience (Note 2)	Concurrent posts in other companies	Managerial officers in a spousal relationship or within the second degree of kinship	Managerial officers in a spousal relationship or within the second degree of kinship	Managerial officers in a spousal relationship or within the second degree of kinship	Remarks (Note 11)
					Number of shares	Shareholdi ng ratio	Number of shares	Shareholdi ng ratio	Shares	Shareholdi ng ratio			Title	Name	Relation
President	Republic of China	Chin-Yen Lin	Female	2014.08.12 2019.07.05 (Note 3)	18,000,000	2.28%	0	0	0	0	Department of Accounting, Fu Jen Catholic University General Manager and Chairman of Taiwan Tea Corporation; Chairman of Chiao Tai Logistics Corp., Tai- Ling Biotech Inc. and Tai-Lin Investments Limited	Director of Chinese Products Promotion Center	Nil	Nil	Nil
Executive Assistant General Manager	Republic of China	Hsuan-Yu Liao Chen	Male	2019.07.05 (Note 4)	0	0	0	0	0	0	Bachelor of Economics and Asian Studies, University of British Columbia (Canada); Master, Business Management, National Taiwan University Special Assistant to the Chairman, Supervisor and General Manager of Taiwan Tea Corporation Chairman of Hwa Fong Rubber Ind. Co., Ltd. Responsible Person of Alibaba International Development Ltd. Responsible Person of DeChuan Development Ltd.	Director of VeeTIME Corp., Director of Hwa Fong Rubber Ind. Co., Ltd., Responsible Person of Alibaba International Development Ltd., Responsible Person of DeChuan Development Ltd.	Nil	Nil	Nil
Consultant of Assets Division and the Manager of Miaoli Branch Office	Republic of China	Tsun-Hui Wang	Male	2010.03.01 (Note 5)	200,000	0.05%	90,000	0.01%	0	0	Bank Insurance Department, WuFeng Commercial College Section Assistant, Officer, Section Manager, Assistant Manager, Factory Director, Manager, Division Director and Assistant General Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Marketing Business Division Assistant General Manager	Republic of China	Ling-Chu Liu	Female	2012.01.06	262,000	0.03%	65,000	0.01%	0	0	Secretarial Science Department, Min Chuan Commercial College; Vancouver Business School Regional General Manager of Central China of East Asiatic Company (China) Consumer Goods General Manager of DKSH Management Ltd.	Nil	Nil	Nil	Nil
Public Affairs Office Assistant General Manager and the Manager and Spokesperson of Pingtung Branch Office	Republic of China	Li-Chuan Kao	Male	2019.08.12 (Note 6)	1,000	0.00%	0	0	0	0	Department of Accounting, Fu Jen Catholic University CEO of Chung-Tai Capital Co., Ltd. Accounting Section Manager, Manager of Investment Management Department, and Director of Sanyang Motor Co., Ltd.	Nil	Nil	Nil	Nil

Board of Directors Manager of Audit Office and Deputy Spokesperson	Republic of China	Kuang-Chih Cheng	Male	2007.06.01	40,079	0.01%	0	0	0	0	Department of Accounting, Chung Yuan Christian University Financial Assistant General Manager of Silicon Alliance International Corporation; Chief Auditor of Te-Hsin Institution; Assistant Manager and Financial Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Director of Administration Division, Secretary to the Board of Directors, and Manager of Human Resources Department	Republic of China	Chia-Hui Wan	Female	2008.08.19(Note 7)	213,000	0.03%	0	0	0	0	Department of History, National Taiwan University Secretary to the General Manager and to the Chairman, and the Section Chief of the Administration Department, Assistant Manager, and Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Administration Division Legal Affairs Department Manager	Republic of China	Jui-Chih Chiang	Female	2013.10.16 (Note 7)	0	0	0	0	0	0	College of Law, National Taiwan University Master of Laws, National Chengchi University Legal Personnel of Kuang-Li Attorneys-at- Law, Legal Officer, Executive and Assistant Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Administration Division Assistant Manager of Administration Department	Republic of China	Shih-Hua Lai	Male	2017.01.01							Electronic Equipment Maintenance Department, Kai Ming Senior Technical and Commercial Vocational School Lieutenant Colonel, Team Leader of Communication Development Office, MND- GSH Manager of Administration Department of Great Construction System Inc.	Nil	Nil	Nil	Nil
Administration Division Assistant Manager of Information Department	Republic of China	Wen-Hao Niu	Male	2012.07.01	0	0	13,000	0.00%	0	0	Department of Traffic Engineering and Management, Feng Chia University Information Officer and Section Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Financial Division Manager of Financial Department and Deputy Spokesperson	Republic of China	Pei-Chen Huang	Female	2013.2.21	2,000	0.00%	0	0	0	0	Master of Accounting, Chinese Culture University Team Leader of PwC Taiwan; Senior Officer of LITE-ON Technology Corporation; Section Manager and Assistant Manager of Financial Department of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Director of Development Division and Manager of Development Department and Nantou Branch Office	Republic of China	Chih-Kang Chiu	Male	2013.03.10 (Note 8)	10,000	0.00%	0	0	0	0	Master of Environmental Planning, University of Nottingham Project Manager of Metropolitan Engineering Consulting Co.,Ltd. Project Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Development Division Manager of Engineering Department	Republic of China	Chih-Hsiang Chou	Male	2010.03.01	5,000	0.00%	0	0	0	0	Department of Mechanical Engineering, Lee-Ming Institute of Technology Site Superintendent, Section Manager and Assistant Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Director of Assets Division and Manager of Sanxia Branch Office	Republic of China	Yi-Chiang Lin	Male	2016.04.01 (2015.02.01)(Note 9)	0	0	0	0	0	0	Department of Horticulture, National Taiwan University Technician, Section Manager, Assistant Manager and Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil

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Assets Division Manager of Assets Department	Republic of China	Tzu-Lun Li	Female	2013.04.19	80,000	0.01%	10,000	0.00%	0	0	Ging Chung Business College Section Assistant, Section Manager and Assistant Manager of Assets Department of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Marketing Business Division Manager of Marketing Department	Republic of China	Chan-Yun Liu	Male	2006.11.06	0	0	0	0	0	0	Master of Economics, Shin Hsin University Business Manager of Wyeth Pharmaceuticals Inc. and Effem Foods Inc.	Nil	Nil	Nil	Nil
Marketing Business Division Manager of Import & Export Section, Sales Department	Republic of China	Yueh-Chun Yin	Female	2008.01.01	600	0.00%	0	0	0	0	Department of International Trade, Ming Chuan Commercial College Junior Manager of Yi-Hsi Co., Ltd. Assistant Manager of Taiwan Tea Corporation	Nil	Nil	Nil	Nil
Director of Tea Division	Republic of China	Chih-Min Teng	Male	2009.05.06 (Note 10)	0	0.00%	95,000	0.01%	0	0	Department of Electronics, Chien-Hsin Industrial College Assistant Manager, Manager, and Special Assistant to the Chairman of Taiwan Tea Corporation	Nil	Nil	Nil	Nil

Note 1: It shall include the information about the general manager, assistant general managers, deputy assistant general managers, the heads of departments and branches, and personnel with positions equivalent to the general manager, assistant general managers or deputy assistant general managers. Regardless of titles, the relevant information shall be disclosed.

Note 2: It refers to any experience relevant to the current position of the personnel. If the personnel was an employee in the Companys CPA firm or any affiliate of the Company during t he foregoing period, the title and duties of the position shall be clearly described.

• Note 3: Chin-Yen Lin was appointed as the deputy General Manager on August 01, 2014 and was approved by the Board of Directors to concurrently serve as the General Manager on August 12, 2014. The Board of Directors appointed Hsuan-Yu Liao Chen as the General Manager on March 06, 2019 to exempt Chairman Lin from the concurrent position of General Manager. She was appointed as the General Manager on July 05, 2019.

Note 4: The Board of Directors appointed Hsuan-Yu Liao Chen as the General Manager on March 06, 2019. He was reappointed as the Executive Assistant General Manager on July 05, 2019.

Note 5: Tsun-Hui Wang was reappointed as the consultant and the manager of the Miaoli Branch Office on March 16, 2019.

Note 6: The Board of Directors resolved to appoint Li-Chuan Kao to concurrently serve as the manager of the Pingtung Branch Office from March 01, 2021 on January 21, 2021.

• Note 7: Chia-Hui Wan: She was appointed as the secretary to the Board of Directors on August 19, 2008, was appointed to concurrently serve as the manager of the Human Resources Department on June 22, 2012, and was promoted to the director of the Administration Division on January 01, 2017. Jui-Chih Chiang: She was appointed as the assistant manager of the Office of Legal Affairs on October 16, 2013, was promoted to the deputy manager of the Office of Legal Affairs on January 01, 2017, and was promoted to the manager of the Office of Legal Affairs on July 01, 2019.

Note 8: Chih-Kang Chiu was appointed to concurrently serve as the manager of the Nantou Branch Office on March 10, 2013 and was promoted to the director of the Development Division on March 01, 2021.

Note 9: Yi-Chiang Lin was appointed to concurrently serve as the manager of the Sanxia Branch Office on April 01, 2006 and was promoted to the director of the Assets Division on February 01, 2015.

Note 10: Chih-Min Teng was appointed as the manager of the Tea Division on May 06, 2009 and was promoted to the director of the Tea Division on October 01, 2018.

==> picture [53 x 261] intentionally omitted <==

Note 11: If the General Manager or any personnel with an equivalent position (any senior managerial officer) is the same person as the Chairman, has spouse relationship with the Chairman, or is the relative within the first degree of kinship of the Chairman, the reason, rationality, necessity and countermeasures (including increasing independent director seats and having a majority of directors who do not concurrently serve as employees or managerial officers) thereof shall be explained.

III. Remuneration to directors, supervisors, the General Manager and Assistant General Managers in the most recent year

(I) Remuneration to the directors and independent directors of the 23rd Board of Directors

December 31, 2020; Unit: NT$ thousand

Title	Name	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Ratio of sum of A, B, C and D to net income after tax (Note 10)	Ratio of sum of A, B, C and D to net income after tax (Note 10)	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Remuneration to directors holding a concurrent position as employee	Ratio of sum of A, B, C, D, E, F and G to net income after tax (Note 10)	Ratio of sum of A, B, C, D, E, F and G to net income after tax (Note 10)	Remunerati on from invested businesses other than subsidiaries or from the parent company (Note11)
		Compensation (A) (Note 2)		Retirement pension (B)		Director remuneration (C) (Note 3)		Business execution fee (D) (Note 4)				Salaries, bonuses and special allowances (E) (Note 5)		Retirement pension (F)		Employee remuneration (G) (Note 6)
		The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company		All companies in the financial statements (Note 7)		The Company	All companies in the financial statements
																Cash bonus	Stock bonus	Cash bonus	Stock bonus
Chairman	Shan Young Assets Management Co., Ltd. Representative: Ching-Yuan Wu	4,900	4,900	0	0	0	0	25	25	(0.284)%	(0.284)%	0	0	0	0	0	0	0	0	(0.284)%	(0.284)%	Nil
Director	Chou Chin Industrial Co., Ltd. Representative: Lien-Kai Chan	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	YSC-MARKETING CO., LTD. Representative: Wei-Lin Shao	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	Global International Investment Co., Ltd. Representative: Ling-Chi Chang	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	Global International Investment Co., Ltd. Representative: Chia-Min Chang	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	Chin-Yen Lin	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	4,800	4,800	0	0	0	0	0	0	(0.278)%	(0.278)%	Nil
Director	DeChuan Development Ltd. Representative: Hsuan-Yu Liao Chen	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	2,030	2,030	0	0	0	0	0	0	(0.118)%	(0.118)%	Nil
Director	WE-FU Investment Co., Ltd. Representative: Chih-Kuang Yen	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	Shan Young Assets Management Co., Ltd. Representative: Yu-ChangHuang	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Director	AN-MEI Investment Co., Ltd. Representative: Shiou-Chyi Lin	0	0	0	0	0	0	25	25	(0.001)%	(0.001)%	0	0	0	0	0	0	0	0	(0.001)%	(0.001)%	Nil
Independent director	Sheng-Tsheng Lee	720	720	0	0	0	0	25	25	(0.043)%	(0.043)%	0	0	0	0	0	0	0	0	(0.043)%	(0.043)%	Nil
Independent director	Chung-Ho Sung	720	720	0	0	0	0	25	25	(0.043)%	(0.043)%	0	0	0	0	0	0	0	0	(0.043)%	(0.043)%	Nil
Independent director	Li-Chi Yeh	720	720	0	0	0	0	25	25	(0.043)%	(0.043)%	0	0	0	0	0	0	0	0	(0.043)%	(0.043)%	Nil
1. Please describe the policy, system, standard and structure of remuneration payment for independent directors and specify the correlation with the remuneration payment amount based on their responsibility, risks taken by them, and their involvement: Please refer to Pages76~80in this annual report. 2. Except what is disclosed in the above table, the remuneration paid to the Company's directors for providing services to all the companies included in the financial statements (such as assuming a non-employee advising post) in the most recent year: None.

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Remuneration Range for Directors

Remuneration Range for Directors
Remuneration range for directors of the Company	Name of Director
	Sum of the first 4 remuneration items (A+B+C+D)		Sum of the first 7 remuneration items (A+B+C+D+E+F+G)
	The Company (Note 8)	All companies in the financial statements (Note 9) H	The Company (Note 8)	All companies in the financial statements (Note 9) I
Below NT$ 1,000,000	Lien-Kai Chan - Chou Chin, Wei-Lin Shao - YSC, Ling-Chi Chang - Global International Investment, Chia-Min Chang - Global International Investment, Chin-Yen Lin, Hsuan- Yu Liao Chen - DeChuan, Chih-Kuang Yen - WE-FU , Yu-Chang Huang - Shan Young, Shiou-Chyi Lin - AN-MEI Investment, Sheng- Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh	Lien-Kai Chan - Chou Chin, Wei-Lin Shao - YSC, Ling-Chi Chang - Global International Investment, Chia-Min Chang - Global International Investment, Chin-Yen Lin, Hsuan- Yu Liao Chen - DeChuan, Chih-Kuang Yen - WE-FU , Yu-Chang Huang - Shan Young, Shiou-Chyi Lin - AN-MEI Investment, Sheng- Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh	Lien-Kai Chan - Chou Chin, Wei-Lin Shao - YSC, Ling-Chi Chang - Global International Investment, Chia-Min Chang - Global International Investment, Chih-Kuang Yen - WE-FU , Yu-Chang Huang - Shan Young, Shiou-Chyi Lin - AN-MEI Investment, Sheng- Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh	Lien-Kai Chan - Chou Chin, Wei-Lin Shao - YSC, Ling-Chi Chang - Global International Investment, Chia-Min Chang - Global International Investment, Chih-Kuang Yen - WE-FU , Yu-Chang Huang - Shan Young, Shiou-Chyi Lin - AN-MEI Investment, Sheng- Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh
NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive)
NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive)			Hsuan-Yu Liao Chen - DeChuan	Hsuan-Yu Liao Chen - DeChuan
NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive)	Ching-Yuan Wu - Shan Young	Ching-Yuan Wu - Shan Young	Ching-Yuan Wu - Shan Young, Chin-Yen Lin	Ching-Yuan Wu - Shan Young, Chin-Yen Lin
NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive)
NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive)
NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive)
NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive)
NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive)
More than NT$ 100,000,000
Total	13persons	13persons	13persons	13persons

Note 1: Directors' names shall be listed separately, and the information on directors and independent directors shall also be listed separately.(For corporate shareholders, the names of the corporate shareholder and its representatives shall be listed separately.) All payments shall be stated in an aggregated manner. Any director who concurrently serves as the General Manager or Assistant General Manager shall be disclosed in this table and in Table (3-1) or Tables (3-2-1) and (3-2-2) below.

Note 2: It refers to the remuneration paid to the director in the most recent year (including director salaries, allowances, severance pay, various bonuses and incentives, etc.).

Note 3: It represents the amount of directors’ remuneration resolved for distribution by the Board of Directors in the most recent year.

Note 4: It refers to business execution fees (including travel allowances, special allowances, subsidies, accommodation, corporate vehicle and other in-kind benefits) paid to the director in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director.

==> picture [53 x 261] intentionally omitted <==

Note 5: It refers to any salary, allowances, severance pay, bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, vehicles and in-kind benefits that the director received in the most recent year for assuming the role of an employee of the Company (such as the General Manager, Assistant General Manager, or any other managerial officer or employee). Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 “Share-based Payment,” including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration. Note 6: It refers to any remuneration that the director received (in cash or in shares) in the most recent year for assuming the role of an employee (such as the General Manager, Assistant General Manager, or any other managerial officer or employee). The amount of employee remuneration resolved for distribution by the Board of Directors in the most recent year shall be disclosed. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed. Note 7: The total amount of remuneration paid to the Company's directors by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.) Note 8: Each director’s name is disclosed in the range corresponding to the total amount of remuneration paid by the Company to the director.

Note 9: Each director’s name shall be disclosed in the range corresponding to the total amount of remuneration paid by all the companies (including the Company) included in the consolidated financial statements to the director. Note 10: Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year. Note 11: a. Any remuneration received by the director from invested businesses other than subsidiaries or from the parent company shall be clearly stated in the field. (If there was no such remuneration, the word “None” shall be placed in the field.) b. If the director has received any remuneration from invested businesses other than subsidiaries or from the parent company, the remuneration received by the director therefrom shall belong to Column I in the Remuneration Range table, and Column I shall be renamed “Parent company and all invested businesses.” c. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's directors for serving as the directors, supervisors or managerial officers of invested businesses other than subsidiaries or of the parent company. * The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.

(II) Remuneration to the General Manager and Assistant General Managers

		December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand
Title	Name	Salary (A) (Note 2)		Retirement pension (B)		Bonuses and special allowances (C) (Note 3)		Employee remuneration (D) (Note 4)				Ratio of sum of A, B, C and D to net income after tax (%) (Note 8)		Remunerati on from invested businesses other than subsidiaries or from the parent company (Note 9)
		The Company	All companies in the financial statements (Note 5)	The Compan y	All companies in the financial statements (Note 5)	The Company	All companies in the financial statements (Note 5)	The Company		All companies in the financial statements (Note 5)		The Company	All companies in the financial statements
								Cash bonus	Stock bonus	Cash bonus	Stock bonus
President	Chin-Yen Lin	4,200	4,200	0	0	600	600	0	0	0	0	(3.29)%	(3.29)%	Please refer toPage 68of this annual report for more details
Executive Assistant General Manager	Hsuan-Yu Liao Chen	1,610	1,610	0	0	420	420	0	0	0	0	(1.39)%	(1.39)%	Please refer toPage 68of this annual report for more details
Assistant General Manager	Wei-Pin Huang	2,620	2,620	108	108	360	360	0	0	0	0	(2.12)%	(2.12)%	Nil
Assistant General Manager	Li-Chuan Kao	1,985	1,985	106	106	0	0	0	0	0	0	(1.43)%	(1.43)%	Nil
Assistant General Manager	Ling-Chu Liu	3,300	3,300	108	108	600	600	0	0	0	0	(2.75)%	(2.75)%	Nil
Total		13,715	13,529	322	322	1,980	1,980	0	0	0	0	(10.97)%	(9.24)%	Nil

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• ＊1. Chairman Chin-Yen Lin was appointed as the deputy General Manager on August 01, 2014 and was approved by the Board of Directors to concurrently serve as the General Manager on August 12, 2014.The Board of Directors appointed Hsuan-Yu Liao Chen as the General Manager on March 06, 2019 to exempt Chairman Lin from the concurrent position of General Manager.

• The Board of Directors appointed Chin-Yen Lin as the General Manager and reappointed Hsuan-Yu Liao Chen as the Executive Assistant General Manager on July 05, 2019. Assistant General Manager Li-Chuan Kao assumed his office on August 01, 2019, and the appointment was approved at the board meeting on August 12, 2019.

• Wei-Pin Huang, the Assistant General Manager of the Development Division applied for retirement on March 01, 2021.

• Regardless of titles, the information on the personnel who hold positions equivalent to the General Manager or Assistant General Managers (e.g. the President, CEO, General Manager, chief officers, etc.) shall be disclosed.

Remuneration Range for the General Manager and Assistant General Managers

Remuneration range for the General Manager and Assistant General Managers of the Company	Names of the General Manager and Assistant General Managers	Names of the General Manager and Assistant General Managers
	The Company (Note 6)	All companies in the financial statements (Note ~~7) E~~
Below NT$ 1,000,000
NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive)
NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive)	Hsuan-Yu Liao Chen, Wei-Pin Huang, Li-Chuan ~~Kao~~	Hsuan-Yu Liao Chen, Wei-Pin Huang, Li-Chuan ~~Kao~~
NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive)	Chin-Yen Lin, Ling-Chu Liu	Chin-Yen Lin, Ling-Chu Liu
NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive)	0	0
NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive)	0	0
NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive)	0	0
NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive)	0	0
NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive)	0	0
More than NT$ 100,000,000	0	0
Total	5 persons	5 persons

• Note 1: The names of General Manager and Assistant General Managers shall be listed separately. All payments shall be stated in an aggregated manner. Any director who concurrently serves as the General Manager and Assistant General Manager shall be disclosed in this table and in Table (1-1) or Tables (1-2-1) and (1-2-2).

• Note 2: It refers to salaries, allowances, and severance pay paid to the General Manager and Assistant General Managers in the most recent year.

• Note 3: It refers to bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicles, other in-kind benefits, and other compensation provided to the General Manager and Assistant General Managers in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 “Share-based Payment,” including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration.

• Note 4: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the General Manager and Assistant General Managers (in cash or in shares) in the most recent year. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed. Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.

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Note 5: The total amount of remuneration paid to the Company's General Manager and Assistant General Managers by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.) Note 6: The name of the General Manager and each Assistant General Manager shall be disclosed in the range corresponding to the total amount of remuneration paid by the Company thereto. Note 7: The name of the General Manager and each Assistant General Manager shall be disclosed in the range corresponding to the total amount of remuneration paid by all the companies (including the Company) included in the consolidated financial statements to the General Manager and Assistant General Manager. Note 8: Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year. Note 9: a. Any remuneration received by the General Manager and Assistant General Managers from invested businesses other than subsidiaries or from the parent company shall be clearly stated in the field. (If there was no such remuneration, the word “None” shall be placed in the field.)

• b. If the General Manager or Assistant General Manager has received any remuneration from invested businesses other than subsidiaries or from the parent company, the remuneration received by him/her therefrom shall belong to Column E in the Remuneration Range table, and Column E shall be renamed “Parent company and all invested businesses.”

• c. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's General Manager and Assistant General Managers for serving as the directors, supervisors or managerial officers of invested businesses other than subsidiaries or of the parent company. * The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.

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(III) Remuneration to the top-five highest-paid executives of the Company (individual disclosure of names and remunerations) (Note 1)

		December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand	December 31, 2020; Unit: NT$ thousand
Title	Name	Salary (A) (Note 2)		Retirement pension (B)		Bonuses and special allowances (C) (Note 3)		Employee remuneration (D) (Note 4)				Ratio of sum of A, B, C and D to net income after tax (%) (Note 6)		Remunera tion from invested businesses other than subsidiarie s or from the parent company (Note 7)
		The Company	All companies in the financial statements (Note 5)	The Company	All companies in the financial statements (Note 5)	The Company	All companies in the financial statements (Note 5)	The Company		All companies includedin the financial statements (Note 5)		The Company	All companies in the financial statements
								Cash bonus	Stock bonus	Cash bonus	Stock bonus
President	Chin-Yen Lin	4,200	4,200	0	0	600	600	0	0	0	0	(3.29)%	(3.29)%	Please refer toPage 68 of this annual report for more details
Assistant General Manager	Ling-Chu Liu	3,300	3,300	108	108	600	600	0	0	0	0	(2.75)%	(2.75)%	Nil
Assistant General Manager	Wei-Pin Huang	2,620	2,620	108	108	360	360	0	0	0	0	(2.12)%	(2.12)%	Nil
Executive Assistant General Manager	Hsuan-Yu Liao Chen	1,610	1,610	0	0	420	420	0	0	0	0	(1.39)%	(1.39)%	Please refer toPage 68 of this annual report for more details
Assistant General Manager	Li-Chuan Kao	1,985	1,985	106	106	0	0	0	0	0	0	(1.43)%	(1.43)%	Nil

Note 1: The executives referred to in the said “top-five highest-paid executives” refer to the Company’s managerial officers. As for the standard for identifying managerial officers, it shall be subject to the regulations related to the “managerial officers” in the Letter Tai-Cai-Zheng-San-Zi No. 0920001301 issued by the former Securities and Futures Commission, Ministry of Finance on March 27, 2003. The remuneration to the “top-five highest-paid executives” is calculated based on the total amount of the salaries, retirement pension, bonuses, special allowances, and employee remuneration (namely the sum of A, B, C and D) received by the Company's managerial officers from all the companies included in the consolidated financial statements, and the top-five highest-paid managerial officers are

==> picture [42 x 262] intentionally omitted <==

• identified. Any director who concurrently serves as any of the said executives shall be disclosed in the table and Table (1-1) above.

• Note 2: It refers to salaries, allowances, and severance pay paid to the top-five highest-paid executives in the most recent year. Note 3: It refers to bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicles, other in-kind benefits, and other compensation provided to the top-five highest-paid executives in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 “Share-based Payment,” including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration.

• Note 4: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the top-five highest-paid executives (in cash or in shares). Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed.

• Note 5: The total amount of remuneration paid to the Company's top-five highest-paid executives by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.)

• Note 6: Net income after tax refers to that in the individual or separate financial statements in the most recent year. Note 7: a. Any remuneration received by the top-five highest-paid executives from invested businesses other than subsidiaries or from the parent company shall be clearly stated in the field. (If there was no such remuneration, the word “None” shall be placed in the field.)

• Note 6: Net income after tax refers to that in the individual or separate financial statements in the most recent year.

• b. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's top-five highest-paid executives for serving as the directors, supervisors or managerial officers of invested businesses other than subsidiaries or of the parent company.

• The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.

==> picture [23 x 243] intentionally omitted <==

Corporate Governance Report

(IV) Names of the managerial officers receiving employee remuneration and the distribution thereof

				December 31, 2020;Unit: NT$ thousand	December 31, 2020;Unit: NT$ thousand	December 31, 2020;Unit: NT$ thousand
	Title (Note 1)	Name (Note 1)	Share amount	Cashamount	Total	Ratio of total amount to net income after tax (%)
Managerial Officer	President	Chin-Yen Lin	0	0	0	0
	Executive Assistant General Manager	Hsuan-Yu Liao Chen
	Assistant General Manager	Ling-Chu Liu
	Assistant General Manager	Wei-Pin Huang
	Assistant General Manager	Li-Chuan Kao
	Manager	Pei-Chen Huang

Note 1: Names and titles shall be disclosed separately, whereas the amount of remuneration may be disclosed in an aggregated manner.

Note 2: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the managerial officers (in cash or in shares) in the most recent year. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year. Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.

• Note 3: Pursuant to the FSC Letter Tai-Cai-Zheng-San-Zi No. 0920001301 dated March 27, 2003, the role of managerial officer covers the following positions:

(1) General Manager and the equivalents thereof

(2) Assistant General Managers and their equivalents

• (3) Assistant Managers and their equivalents

• (4) Chief financial officers

• (5) Chief accounting officers

(6) Any other authorized signatories involved in the Company's administrative affairs

• Note 4: If directors, the General Manager and Assistant General Managers have received employee remuneration (in cash or in shares), relevant details shall be disclosed in this table in addition to Table 1-2.

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(V) Analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax stated in the individual or separate financial statements, and description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and their correlation with the operation performance and future risk exposure.

1. Please refer to the following table for the analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax:

Unit: NT$ thousand

	income after tax:	income after tax:	income after tax:	income after tax:			Unit: NT$ thousand	Unit: NT$ thousand
Item for comparison Year	Total paid remuneration				Ratio to the Company's net income after tax		Ratio to the net income after tax of all companies in the financial statements
	2019	2019 (consolidated)	2020	2020 (consolidated)	2019	2020	2019	2020
Director	7,680	Not applicable.	7,385	Not applicable.	(5.26)%	(42.56)%	Not applicable	Not applicable
General Manager and Assistant General Managers	13,479		16,018		(9.24)%	(92.32)%
Total	21,159		23,403		(14.50)%	(134.88)%

• Note: 1. The Company held a re-election early on September 29, 2016 to elect three independent directors forming the Audit Committee to replace supervisors.

• The remuneration of Director Chin-Yen Lin who concurrently serves as the General Manager and Director Hsuan-Yu Liao Chen who concurrently serves as the Executive Assistant General Manager in 2019 (2019.08.01-2019.12.31) and in 2020 totaled NT$ 3,290 thousand and NT$ 6,830 thousand, respectively. The amounts shall be included in the total remuneration paid to the [General Manager and Assistant General Managers] in the table above.

• The Company no longer prepares consolidated financial statements from 2019.

2. Policies, Standard and Portfolios of Remuneration Payment

The remuneration referred to in the Rules of Compensation Committee includes

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Corporate Governance Report

cash compensation, stock options, profit sharing, and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope shall be consistent with that of the remuneration for directors and managerial officers as set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.

• I. The policies of remuneration for directors (independent directors) are subject to Articles 20, 23 and 27 of the Company’s Articles of Incorporation and determined concerning the typical pay levels adopted by peer companies, including:

• (1) Attendance fee for the (independent) directors every time when they attend the Board of Directors meeting.

• (2) Where the Company has profit in any fiscal year, the Board of Directors may resolve to allocate no more than 5% as the remuneration for directors.

• (3) Three independent directors of the Company’s 23rd Board of Directors serve concurrently as the members of the Audit Committee and Compensation Committee. In addition, to execute the audit as a member of the Audit Committee, they must assist the Board of Directors in the implementation and assessment of the overall remuneration policy and system of the Company, including but not limited to the remuneration for directors and managerial officers. They need to make more effort and take more responsibilities. To ensure that the independent directors can fully perform their duties with respect to the operation of the Board of Directors and the Company and maintain their independence in the exercise of their power, the independent directors may receive a fixed monthly remuneration in addition to the attendance fee whenever they attend the Board of Directors meeting. If the Company has profit, the independent directors may, depending on the Company's profitability and subject to the review of the Compensation Committee and Board of Directors, flexibly participate in the distribution of surplus. These policies are executed by the 23rd

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Corporate Governance Report

Board of Directors.

Note: 1. In addition to receiving the attendance fee for each attendance at the Board of Directors meeting as received by non-independent directors, the independent directors of the 22nd term who serve concurrently as a member of the Audit Committee or Compensation Committee may receive a business research and execution fee whenever the Audit Committee or Compensation Committee holds a meeting.

     2. For more information about the number of meetings that the Audit Committee and Compensation Committee had held from January 01, 2020 up to the publication date of this annual report and the issues discussed, please refer to Pages 89~92, 117~118, and 160~162 of the Annual Report.

• II. The Chairman and managerial officers of the Company receive the remuneration pursuant to the “Employee Title, Level, and Remuneration Approval Table” adopted by the Board of Directors:

  • The remuneration for the Chairman and managerial officers of the Company includes the monthly salary, special disbursement, concurrent post allowance, meal allowance, year-end bonus, employee compensation, and the pension provided according to laws.

• Remuneration Determination Procedure

According to the remuneration determination procedure of the Company, the remuneration for the directors is determined by the Board of Directors under authorization pursuant to the Articles of Incorporation based on the operating status of the Company and with reference to the typical pay levels adopted by peer companies; the remuneration for the Chairman and managerial officers is determined pursuant to the “Employee Title, Level, and Remuneration Approval Table. The above-mentioned remuneration policies were reviewed by the 4th Compensation Committee and submitted to the 2nd meeting of the 23rd Board of Directors to approve the payment standard.

Payment of the remuneration for the employees and directors is implemented pursuant to the Articles of Incorporation and relevant laws and regulations.

1. Relationship with operating performance and future risk:

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Corporate Governance Report

The Compensation Committee of the Company discusses compensation payment standards and review related systems on a regular basis, and makes decision mainly in consideration of the overall operating status of the Company and different risk factors. The result of the operating performance will affect the payment of the year-end incentive bonus.

1. Analysis of the performance evaluation and remuneration of the Company's directors and managerial officers:

Since the Company had no profits in 2020, the Company did not distribute director and employee remuneration according to the resolution of the Compensation Committee and the Board of Directors. Directors were paid a fixed fee for attending board meetings; independent directors were only paid a monthly fixed salary for serving as the members of the Audit Committee and the Compensation Committee without director remuneration. In addition to the salary to be distributed to the Company's managerial officers determined by the Compensation Committee, the Committee discusses their performance and the business performance last year to determine their year-end incentives in the current year.

If any annual profit is concluded, no less than 1% shall be set aside as remuneration to employees according to Article 27 of the Company’s Articles of Incorporation. Director remuneration may be provided up to 5% of the aforesaid annual profit according to the resolution made by the Board of Directors. In addition to the Company’s overall business performance, the future operating risks and development trend in the industry, the performance achievement rate of the individual director, and his/her contribution to the Company's performance are taken into account to provide the director with reasonable remuneration. Relevant performance evaluations and remuneration rationality shall be reviewed by the Compensation Committee and the Board of Directors, and the remuneration system is also reviewed from time to time according to the actual operation and related laws to ensure a balance between the Company’s sustainable operation and risk control.

To review the remuneration to directors and managerial officers on a regular basis, the evaluation items for the directors and managerial officers include the

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Corporate Governance Report

fulfillment of the Company’s core values, business management ability, financial and business performance indicators, comprehensive management indicators, continued education, and involvement in the sustainable operation according to the “Regulations Governing the Evaluation of Directors and Managerial Officers.” In addition, the Company assesses their other special contribution or if they have any significant negative events. The Board of Directors determines the remuneration based on the principle of distribution suggested by the Compensation Committee and the business performance of the Company.

Please refer to Pages 68-74 of this annual reportfor the remuneration to the Company's directors and managerial officers in 2020.

The results of the Company’s 2020 performance evaluation (self-evaluation) for the Board of Directors, functional committees and board members were reported at the board meeting on March 18, 2021 and disclosed in this annual report and on the Company's website.

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Corporate Governance Report

IV. Corporate governance implementation

(I) Operation of the Board of Directors

The 23rd Board of Directors has held 7 meetings from January 01, 2020 up to the publication date of this annual report. The attendance of the directors is described below:

2020.01.01-2021.05.10

Title	Name (Note 1)	Actual attendance B	Proxy attendance	Actual attendance rate (%) [Ｂ/Ａ] (Note 2)	Number of meetings held during the term Ａ	Remarks
Chairman	Shan Young Assets Management Co., Ltd. Representative: Ching-Yuan Wu	7	0	100%	7	2019.08.01 (New corporate director)
Director	Chou Chin Industrial Co., Ltd. Representative: Lien- Kai Chan	7	0	100%	7	2019.08.01 (New corporate director)
Director	YSC-MARKETING CO., LTD. Representative: Wei- Lin Shao	6	1	85.71%	7	2019.08.01 (New corporate director)
Director	Global International Investment Co., Ltd. Representative: Ling- Chi Chang	7	0	100%	7	2019.08.01 (New corporate director)
Director	Global International Investment Co., Ltd. Representative: Chia- Min Chang	7	0	100%	7	2019.08.01 (New corporate director)
Director	Chin-Yen Lin	7	0	100%	7	2019.08.01 (Reelected)
Director	DeChuan Development Ltd. Representative: Hsuan-Yu Liao Chen	7	0	100%	7	2019.08.01 (New corporate director)
Director	WE-FU Investment Co., Ltd. Representative: Chih-Kuang Yen	5	2	71.43%	7	2019.08.01 (New corporate director)
Director	Shan Young Assets Management Co., Ltd. Representative: Yu- Chang Huang	7	0	100%	7	2019.08.01 (New corporate director)
Director	AN-MEI Investment Co., Ltd. Representative: Shiou-Chyi Lin	5	2	71.43%	7	2019.08.01 (Reelected corporate director)
Independent	Sheng-TshengLee	7	0	100%	7	2019.08.01

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Title	Name (Note 1)	Actual attendance B	Proxy attendance	Actual attendance rate (%) [Ｂ/Ａ] (Note 2)	Number of meetings held during the term Ａ	Remarks
director						(Reelected)
Independent director	Chung-Ho Sung	6	1	85.71%	7	2019.08.01 (Newly elected)
Independent director	Li-Chi Yeh	7	0	100%	7	2019.08.01 (Newly elected)

• Note 1: If the directors or supervisors are corporations, the names of the corporate shareholders and the names of their representatives shall be disclosed.

• Note 2: (1) If any director or supervisor resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the director or supervisor is calculated based on the number of board meetings held and the number of his/her actual attendance during his/her term of service.

• (2) If a re-election of directors and supervisors takes place prior to the end of a financial year, the newlyelected and former directors and supervisors shall be listed, and the Company shall specify in the Remarks field whether the directors and supervisors are former, newly elected, or reelected, as well as the date of the re-election. The actual attendance rate (%) is calculated based on the number of Board of Directors meetings held during the term of service of the director or supervisor and the number of his/her actual attendance.

Implementation of the evaluation of the Board of Directors in 2020

Interval	Period	Scope	Method	Item
Once a year	2020.01.01- 2020.12.31	Board of Directors	Internal self- evaluation	Six dimensions, including the involvement in the Company’s operation, improvement of the Board of Directors’ decision quality, formation and structure of the Board of Directors, election and continuing education of the directors, internal control, and the submission of relevant proposals to the Board of Directors for discussion according to laws.
		Functional committees (Audit Committee and Compensation Committee)	Internal self- evaluation	Five dimensions, including the involvement in the Company’s operation, knowledge of the functional committees’ duties, improvement of the functional committees' decision quality, formation and member election of the functional committees, and internal control.

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Interval	Interval	Period	Scope	Method	Item	Item	Item
			Individual board members	Self- evaluation by each of the board members	Six dimensions, including the understanding of the Company’s goals and tasks, knowledge of directors’ duties, involvement in the Company’s operation, internal relation maintenance and communication, directors’ professional qualification and continuing education, and internal control.
	1. Self-evaluation of the Board of Directors’ implementation performance: Items of the Board of Directors’ performance evaluation include six dimensions and 46 indicators. For the result, 40 indicators were scored as “Excellent (5),” and 6 indicators were scored as “Good (4),” indicating that the Board of Directors has fulfilled the responsibility for providing relevant instruction and supervising the Company's strategies, major business activities and risk management, and has been able to establish appropriate internal control systems, actively implement corporate governance and fulfill the Company's corporate social responsibility. The status of the overall implementation was good and conformed to the requirements of corporate governance. Sixdimensionsforself-evaluation Item Result A.Involvementinthe Company’s operation 12 4.83 B. Improvement of the Board of Directors’ decision quality 12 4.92 C.Formationand structure oftheBoard of Directors 7 4.71 D. Election and continuing education of directors 7 4.71 E.Internalcontrol 7 4.86 F. Submission of relevant proposals to the Board of Directors pursuant to laws (matters that shall be submitted to the Board of Directors for discussion) 1 5
	Sixdimensionsforself-evaluation					Item	Result
	A.Involvementinthe Company’s operation					12	4.83
	B. Improvement of the Board of Directors’ decision quality					12	4.92
	C.Formationand structure oftheBoard of Directors					7	4.71
	D. Election and continuing education of directors					7	4.71
	E.Internalcontrol					7	4.86
	F. Submission of relevant proposals to the Board of Directors pursuant to laws (matters that shall be submitted to the Board of Directors for discussion)					1	5

Items of the Board of Directors’ performance evaluation include six dimensions and 46 indicators. For the result, 40 indicators were scored as “Excellent (5),” and 6 indicators were scored as “Good (4),” indicating that the Board of Directors has fulfilled the responsibility for providing relevant instruction and supervising the Company's strategies, major business activities and risk management, and has been able to establish appropriate internal control systems, actively implement corporate governance and fulfill the Company's corporate social responsibility. The status of the overall implementation was good and conformed to the requirements of corporate governance.

1. Self-evaluation of the Audit Committee’s implementation performance: Items of the Audit Committee’s performance evaluation include five dimensions and 26 indicators. For the result, 20 indicators were scored as “Excellent (5),” and 4

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indicators were scored as “Good (4),” indicating that the status of the Audit Committee's overall implementation was good and conformed to the requirements of corporate governance. The result also showed that the Audit Committee could effectively enhance the function of the Board of Directors.

Five dimensions for self-evaluation	Item	Result
A. Involvement in the Company’s operation	4	4.75
B. Knowledge of the functional committees’ duties	7	4.86
C. Improvement of the functional committees’ decision quality	7	4.86
D. Formation and member election of the functional committees.	3	4.67
E. Internal control	3	5

1. Self-evaluation of the Compensation Committee’s implementation performance: Items of the Compensation Committee’s performance evaluation include five dimensions and 24 indicators. For the result, 21 indicators were scored as “Excellent (5),” and 2 indicators were scored as “Good (4),” indicating that the status of the Compensation Committee's overall implementation was good and conformed to the requirements of corporate governance. The result also showed that the Compensation

Committee could effectively enhance the function of the Board of Directors.

Five dimensions for self-evaluation	Item	Result
A. Involvement in the Company’s operation	4	5
B. Knowledge of the functional committees’ duties	7	4.86
C. Improvement of the functional committees’ decision quality	7	4.71
D. Formation and member election of the functional committees.	3	4.67
E. Internal control	3	5

1. Self-evaluation of board members’ performance:

Items of board members’ performance evaluation include six dimensions and 25

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indicators. The evaluation result indicated that most directors totally recognized the effective and efficient implementation for each of the indicators, conforming to the requirements of corporate governance. The implementation could also effectively strengthen the function of the Board of Directors and maintain shareholders’ equity.

Six dimensions for self-evaluation	Item	Result
A. Understanding of the Company’s goals and tasks	3	4.77
B. Knowledge of directors’duties	3	4.74
C. Involvement in the Company’s operation	8	4.64
D. Internal relation maintenance and communication	5	4.65
E. Directors’ professional qualification and continuing education	3	4.38
E. Internal control	3	4.67

• Note 1: It refers to the interval for carrying out an evaluation of the Board of Directors, e.g. once a year.

• Note 2: It refers to the period during which the Board of Directors’ evaluation is performed. For example, the Board of Directors’ performance during January 1, 2020and December 31, 2020 was evaluated.

• Note 3: The scope covers the performance evaluation of the Board of Directors, individual directors and functional committees.

• Note 4: The evaluation can be conducted with internal self-evaluation for the Board of Directors, self-evaluation or peer review for board members, appointment of external professional institutions or professionals, and other appropriate methods.

• Note 5: The evaluation includes at least the following items according to the scope:

• (1) Board of Directors’ performance evaluation: at least includes the involvement in the Company’s operation, the Board of Directors’ decision quality, formation and structure of the Board of Directors, election and continuing education of the directors, and internal control.

• (2) Individual board members’ performance evaluation: At least includes the understanding of the Company’s goals and tasks, knowledge of directors’ duties, involvement in the Company’s operation, internal relation maintenance and communication, directors’ professional qualification and continuous education, and internal control.

• (3) Functional committees’ performance evaluation: Involvement in the Company’s operation, knowledge of the functional committees’ duties, the functional committees' decision quality, formation and member election of the functional committees, and internal control.

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The Board of Directors’ Handling of Proposals

• I. Where the operations of the Board of Directors meet any of the following circumstances, the meeting date, session, contents of proposals, and opinions of all independent directors, and the Company’s action on the said opinions shall be specified: Refer to the following table for details.

• (I) The matters referred to in Article 14-3 of the Securities and Exchange Act.

• (II) In addition to the matters mentioned above, any resolution of the Board of Directors for which dissent or reservation is expressed by any independent director, and such dissent or reservation is recorded in the minutes or a written statement: None.

Board of Directors	Proposal and follow-up actions	Matters specified in Article 14-3 of the Securities and Exchange Act	Dissent or reservation from independent directors	Resolution
23rd Board of Directors 4th meeting	1. Proposal of the Company's 2020 businessplan and budgets.		Nil	Passed as proposed by all attendingdirectors
	2. Proposal for approval of the Chairman’s 2019year-end bonus.		Nil	Passed as proposed by all attendingdirectors
	3. Proposal for approval of the 2019 year-end bonus for the Company's managerial officers.		Nil	Passed as proposed by all attending directors
	Meeting date: January 16, 2020	The Company’s opinions: None.	action on	independent directors’
23rd Board of Directors 5th meeting	1. Proposal of the 2019 business report and separate financial statements.		Nil	Passed as proposed by all attending directors
	2. Proposal for earning distribution and loss reimbursement for 2019.		Nil	Passed as proposed by all attendingdirectors
	3. Proposal for assessment of the independence of the Company's CPAs.		Nil	Passed as proposed by all attending directors
	4. Proposal for appointment of the Company's CPAs, and remuneration thereto.		Nil	Passed as proposed by all attending directors
	5. Proposal of the Company's “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2019.		Nil	Passed as proposed by all attending directors
	Meeting date: March 16, 2020	The Company’s opinions: None.	action on	independent directors’
23rd Board of Directors 6th meeting	1. Proposal for the Company’s bank loans.		Nil	Passed as proposed by all attendingdirectors
	2. Proposal for amendment of the Company's “Regulations Governing the Preparation of Financial Statements.”		Nil	Passed as proposed by all attending directors
	Meeting date: May 12, 2020	The Company’s opinions: None.	action on	independent directors’
23rd Board of	＊Report of the Company’s separate		Nil	Report.

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Board of Directors	Proposal and follow-up actions	Matters specified in Article 14-3 of the Securities and Exchange Act	Dissent or reservation from independent directors	Resolution
Directors 7th meeting	financial statements for the first half of 2020.
	1. Proposal for the Company’s bank loans.		Nil	Passed as proposed by all attendingdirectors
	Meeting date: August 12, 2020	The Company’s action on independent directors’ opinions: None.
23rd Board of Directors 8th meeting	1. Proposal for the Company’s bank loans.		Nil	Passed as proposed by all attendingdirectors
	2. Proposal of the Company’s 2021 auditplan.		Nil	Passed as proposed by all attendingdirectors
	3. Proposal for establishment of the Company's “Regulations on Risk Management Policies and Procedures.”		Nil	Passed as proposed by all attending directors
	4. Proposal for rental of shops for business use from related parties for operational needs.		Nil	Passed as proposed by all attending directors
	Meeting date: November 12, 2020	The Company’s action on independent directors’ opinions: None.
23rd Board of Directors 9th meeting	1. Proposal of the Company's 2021 businessplan and budgets.		Nil	Passed as proposed by all attendingdirectors
	2. Proposal for approval of the 2020 year-end bonus for the Company's managerial officers.		Nil	Passed as proposed by all attending directors
	3. Proposal for approval of the Chairman’s 2020year-end bonus.		Nil	Passed as proposed by all attendingdirectors
	Meeting date: January 21, 2021	The Company’s action on independent directors’ opinions: None.
23rd Board of Directors 10th meeting	1. Proposal of the 2020 business report and separate financial statements.		Nil	Passed as proposed by all attending directors
	2. Proposal for earning distribution and loss reimbursement for 2020.		Nil	Passed as proposed by all attendingdirectors
	3. Proposal for assessment of the independence of the Company's CPAs.		Nil	Passed as proposed by all attending directors
	4. Proposal for appointment of the Company's CPAs, and remuneration thereto.		Nil	Passed as proposed by all attending directors
	5. Proposal of the Company's “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2020.		Nil	Passed as proposed by all attending directors
	Meeting date: March 18, 2021	The Company’s action on independent directors’ opinions:None.

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• II. For directors’ recusal from proposals involving any conflict of interest, the name of the director concerned, contents of the proposals, the reason of the recusal, and the director's participation in the voting shall be specified:

• For Proposal 3, the proposal for approval of the Chairman's year-end bonus, discussed at the 4th meeting of the 23rd Board of Directors, Chairman Ching-Yuan Wu recused himself from the discussion and voting of the Proposal in accordance with laws and appointed Independent Director Sheng-Tsheng Lee as the deputy chair. The Proposal was passed as proposed by all the remaining (independent) directors attending the meeting.

• For Proposal 4, the proposal for approval of the year-end bonus of the Company's managerial officers, discussed at the 4th meeting of the 23rd Board of Directors, Directors Chin-Yen Lin and Hsuan-Yu Liao Chen recused themselves from the discussion and voting of the Proposal in accordance with laws. The Proposal was passed as proposed by all the remaining (independent) directors attending the meeting.

• For Proposal 4, the proposal for rental of shops for business use from a related party, Shan Young Assets Management Co., Ltd. for operational needs, discussed at the 8th meeting of the 23rd Board of Directors, Chairman Ching-Yuan Wu and Director YuChang Huang, as the corporate representatives of Shan Young Assets Management Co., Ltd., recused themselves from the discussion and voting of the Proposal in accordance with laws, and Independent Director Sheng-Tsheng Lee was appointed as the deputy chair. The Proposal was passed as proposed by all the remaining (independent) directors attending the meeting.

• For Proposal 4, the proposal for approval of the 2020 year-end bonus for the Company’s managerial officers, discussed at the 9th meeting of the 23rd Board of Directors, Directors Chin-Yen Lin and Hsuan-Yu Liao Chen recused themselves from the discussion and voting of the Proposal in accordance with laws. The Proposal was passed as proposed by all the remaining (independent) directors attending the meeting.

• For Proposal 5, the proposal for approval of the Chairman's 2020 year-end bonus, discussed at the 9th meeting of the 23rd Board of Directors, Chairman Ching-Yuan Wu recused himself from the discussion and voting of the Proposal in accordance with laws and appointed Director Chin-Yen Lin as the deputy chair. The Proposal was passed as proposed by all the remaining (independent) directors attending the meeting.

• III. Enhancement of the function of the Board of Directors in the current and the most recent year (e.g. establishment of the Audit Committee, improvement of information transparency, etc.) and the evaluation thereof:

• The Company has established the “Rules and Procedures of Board of Directors Meetings” pursuant to the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” and has held board meetings, followed the rules of procedure, recorded the whole meeting and prepared meeting minutes in details in accordance with the Rules and Procedures of Board of Directors Meetings. Any resolution made at Board of Directors meetings shall be disclosed on the Company's website and in the annual report for shareholders’ reference, and the information shall be complete.

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(II) Operation of the Audit Committee

• The Company held an extraordinary meeting of shareholders early on September 29, 2016 to arrange a re-election to establish the Audit Committee ahead of time, and held an extraordinary meeting of shareholders on August 1, 2019 to re-elect the members of the 2nd Audit Committee. The Audit Committee operates mainly for the purpose of overseeing the following matters pursuant to the Companys “Rules of Audit Committee”:

• I. Fair presentation of the Companys financial statements.

• II. Appointment (dismissal) of CPAs, and evaluation of their independence and performance.

• III. Effective implementation of the Companys internal control system.

• IV. The Companys compliance with the relevant regulations and rules.

• V. Control over the Companys existing or potential risks.

The focus of the 2nd Audit Committee’s annual work in 2020 up to the publication date of this annual report is described as follows:

Item/Year	Q1	Q2	Q3	Q4
I. Establishment or amendment of the Company's internal control system pursuant to Article 14-1 of the Securities and Exchange Act		Regulations Governing the Preparation of Financial Statements		1. Establishment of the Regulations on Risk Management Policies and Procedures 2. Audit plan.
II. Evaluation of the effectiveness of the internal control system	1. Evaluation of the effectiveness of the internal control system 2. Declaration of internal control self-evaluation
III. Establishment or amendment of the procedures for handling major financial and business activities in accordance with Article 36-1 of the Securities and Exchange Act, including the acquisition and disposal of assets, derivatives trading, loan of funds to others, and providing endorsement/guarantees to	(None)	(None)	(None)	(None)

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Item/Year	Q1	Q2	Q3	Q4
others.
IV. Matters involving directors’ personal interests				Rental of shops from related parties for business use
V. Major transactions of assets or derivatives trading	(None)	(None)	(None)	(None)
VI. Major loans, endorsements or guarantees	(None)	(None)	(None)	(None)
VII. Offering, issuance, or private placement of equity securities	(None)	(None)	(None)	(None)
VIII. Appointment or dismissal of, or remuneration to CPAs	Appointment of (remuneration to) CPAs
IX. Appointment/dismissal of chief financial or accounting officers, or chief internal auditors	(None)	(None)	(None)	(None)
X. Annual financial statements signed by or affixed with the seal of the Chairman, managerial officers and chief accounting officer and Q2 financial statements audited by CPAs	1. Business report and separate financial statements 2. Earning distribution and loss reimbursement	Q1 financial statements	Q2 financial statements	Q3 financial statements
XI. Other material matters specified by the Company or competent authorities	1. Internal audit business report 2. Proposal of the business plan and budgets 3. Amendment of the “Code of Ethical Conduct for Directors and Managerial Officers”	Internal audit business report	Internal audit business report	Internal audit business report

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The 2nd Audit Committee has held 7(A) meetings from January 01, 2020 up to the publication date of this annual report. The attendance of the members is described below:

2020.01.01-2021.05.10

	below:				2020.01.01-2021.05.10
Title	Name	Actual attendance (B)	Proxy attendance	Actual attendance rate (%) (B/A) (Note)	Remarks
Audit Member	Sheng- TshengLee	7	0	100%	Re-election on 2019.08.01(Reelected)
Audit Member	Chung-Ho Sung	6	1	85.71%	Re-election on 2019.08.01 (Newly elected)
Audit Member	Li-Chi Yeh	7	0	100%	Re-election on 2019.08.01 (Newly elected)

• Note:＊ If any independent director resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the independent director is calculated based on the number of Audit Committee meetings held and the number of his/her actual attendance during his/her term of service.

• ＊ If a re-election of independent directors takes place prior to the end of a financial year, the newly-elected and former independent directors shall be listed, and the Company shall specify in the Remarks field whether the independent directors are former, newly elected, or reelected, as well as the date of the reelection. The actual attendance rate (%) is calculated based on the number of Audit Committee meetings held during the term of service of the independent director and the number of his/her actual attendance.

Other particulars:

• I. Where the operations of the Audit Committee meet any of the following circumstances, the meeting date, session, contents of proposals, resolutions made by the Audit Committee, and the Company’s action on the opinions of the audit members shall be specified: None. (Refer to the following table.) (I) The matters referred to in Article 14-5 of the Securities and Exchange Act.

• (II) In addition to the matters mentioned above, any resolution approved by more than two-thirds of all the directors but not approved by the Audit Committee: None

Audit Committee	Proposal and follow-up actions	Matters specified in Article 14-5 of the Securities and Exchange Act	Any resolution approved by more than two-thirds of all the directors but not approved by the Audit member in addition to the mattersmentioned above
2nd Audit Committee 3rd meeting	1. Proposal of the Company's 2020 business plan and budgets.		Nil
	Audit Committee's resolution: Passed as proposed at the 3rd meeting on January 16, 2020 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed asproposed bythe Board of Directors.
2nd Audit Committee 4th meeting	1. Proposal of the 2019 business report and separate financial statements.		Nil
	2. Proposal for earning distribution and loss reimbursement for 2019.		Nil
	3. Proposal for appointment of the Company's CPAs, and remuneration thereto.		Nil

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Audit Committee	Proposal and follow-up actions	Matters specified in Article 14-5 of the Securities and Exchange Act	Any resolution approved by more than two-thirds of all the directors but not approved by the Audit member in addition to the matters mentioned above
	4. Proposal of the Company's “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2019.		Nil
	Audit Committee's resolution: Passed as proposed at the 4th meeting on March 16, 2020 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed asproposed bythe Board of Directors.
2nd Audit Committee 5th meeting	1. Proposal for amendment of the Company's “Regulations Governing the Preparation of Financial Statements.”		Nil
	Audit Committee's resolution: Passed as proposed at the 5th meeting on May 12, 2020 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed asproposed bythe Board of Directors.
2nd Audit Committee 6th meeting	＊Proposal of the separate financial statements for the first half of 2020.
	Audit Committee's resolution: The report was acknowledged at the 6th meetingon August 12,2020.
	The Company’s action on the Audit Committee’s opinions: None.
2nd Audit Committee 7th meeting	＊Proposal of the separate financial statements for the first threequarters in 2020.
	1. Proposal of the Company’s 2021 auditplan.		Nil
	2. Proposal for establishment of the Company's “Regulations on Risk Management Policies and Procedures.”		Nil
	3. Proposal for rental of shops for business use from relatedparties for operational needs.		Nil
	Audit Committee's resolution: Passed as proposed at the 7th meeting on November 12, 2020 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed asproposed bythe Board of Directors.
2nd Audit Committee 8th meeting	1. Proposal of the Company's 2021 business plan and budgets.		Nil
	Audit Committee's resolution: Passed as proposed at the 8th meeting on January 21, 2021 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed asproposed bythe Board of Directors.
2nd Audit Committee 9th meeting	1. Proposal of the 2020 business report and separate financial statements.		Nil
	2. Proposal for earning distribution and loss reimbursement for 2020.		Nil
	3. Proposal for appointment of the Company's CPAs, and remuneration thereto.		Nil
	4. Proposal of the Company's “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2020.		Nil
	Audit Committee's resolution: Passed as proposed at the 9th meeting on March 18, 2021 and submitted to the Board of Directors for review.
	The Company’s action on the Audit Committee’s opinions: Passed as proposed by the Board of Directors.

• II. For independent directors’ recusal from proposals involving any conflict of interest, the name of the independent director concerned, contents of the proposals, the reason of the recusal, and the independent

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director's participation in the voting shall be specified: None.

• III. Communication of independent directors with the chief internal auditor and CPAs (including important matters, methods and results with respect to communication regarding the Company's financial and business statuses): Refer to the following table for details.

The Company's chief internal auditor makes a report to independent directors on a quarterly basis and participates in every Audit Committee meeting to make an internal audit report and provide audit results in the quarter for the independent directors to understand the Company’s operational status. The chief internal auditor and CPAs are invited to the Audit Committee meetings held every year and every six months to discuss about issues relevant to financial statements, audits, and corporate governance best practice principles in order to sign the independent directors’ review report.

1. Independent directors and the chief internal auditor shall make a report regarding the Company's internal audit implementation and internal control operation at a regular meeting that shall be held at lease once per quarter. A meeting may be held at any time in case of material irregularities. In addition, audit reports shall be delivered to the independent directors via e-mail on an irregular basis. Communications and results

Date	Communication of independent directors with the internal auditor	Result
2020/01/15	Audit report for December via e-mail	Acknowledged with no further comments
2020/01/16	Chief internal auditor's report on the audit implementation during October and December in 2019	Acknowledged with no further comments
2020/02/14	Audit report for January and Q4 follow-up report via e-mail	Acknowledged with no further comments
2020/03/09	Audit report for February via e-mail	Acknowledged with no further comments
2020/03/16	1. Chief internal auditors report on the audit implementation during Januaryand Februaryin 2020	Acknowledged with no further comments
	2. Report on the implementation of the 2019 audit plan	Acknowledged with no further comments
	3. Review of the “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2019.	Approved and submitted to the Board of Directors for resolution
2020/04/15	Audit report for March via e-mail	Acknowledged with no further comments
2020/05/11	Audit report for April via e-mail	Acknowledged with no further comments
2020/05/12	1. Chief internal auditors report on the audit implementation during March and April in 2020	Acknowledged with no further comments
	2. Report on the improvement of the defects and irregularities of the internal control system in 2019	Acknowledged with no further comments
2020/06/11	Audit report for May via e-mail	Acknowledged with no further comments
2020/07/15	Audit report for June, and Q1 and Q2 follow-up reports via e-mail	Acknowledged with no further comments
2020/08/11	Audit report for July via e-mail	Acknowledged with no further comments
2020/08/12	Chief internal auditors report on the audit implementation during Mayand Julyin 2020	Acknowledged with no further comments
2020/09/14	Audit report for August and Q3 follow-up report via e-mail	Acknowledged with no further comments
2020/10/16	Audit report for September via e-mail	Acknowledged with no further comments
2020/11/11	Audit report for October via e-mail	Acknowledged with no further comments
2020/11/12	1. Chief internal auditors report on the audit implementation during August and September in 2020	Acknowledged with no further comments

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Date	Communication of independent directors with the internal auditor	Result
	2. Review of the 2021 audit plan	Approved and submitted to the Board of Directors for resolution
2020/12/10	Audit report for November via e-mail	Acknowledged with no further comments
2021/01/14	Audit report for December via e-mail	Acknowledged with no further comments
2021/01/21	Chief internal auditors report on the audit implementation during October and December in 2020	Acknowledged with no further comments
2021/02/09	Audit report for January 2021 via e-mail	Acknowledged with no further comments
2021/03/09	Audit report for February 2021 via e-mail	Acknowledged with no further comments
2021/03/18	1. Chief internal auditors report on the audit implementation during Januaryand Februaryin 2021	Acknowledged with no further comments
	2. Report on the implementation of the 2020 audit plan	Acknowledged with no further comments
	3. Review of the “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2020.	Approved and submitted to the Board of Directors for resolution

1. CPAs shall make a report with respect to the audit or review of the Company and its subsidiaries’ financial statements, and the Company's internal control and audit to independent directors and fully communicate with them about any material adjusting entries and any impact from the amendment of laws and regulations on the statement of accounts at a regular meeting that shall be held at least once a year. A meeting may be held at any time in case of material irregularities.

Date	Communication of independent directors with CPAs
2020/03/16	I. CPAs’ explanation and discussion about the audit matters for the 2019 separate financial statements, including: 1. Independence of CPAs 2. Contents of the letter of representation 3. Group audit scope 4. Significant risks 5. Implementation and results of internal control tests 6. Key audit matters 7. Audit differences identified in the audit 8. CPAs’ audit opinions to be issued in 2019 II. Updates of securities and exchange laws and regulations III. Introduction of the amended 7th Corporate Governance Evaluation System
2020/08/12	I. CPAs’ explanation and discussion about the review matters for the 2020 Q2 financial statements, including: 1. Independence of CPAs 2. Contents of the letter of representation 3. Audit differences identified in the review 4. A review report to be issued by the CPAs II. Updates of securities and exchange laws and regulations and relevant information III. Updates of IFRSs
2020/11/12	I. CPAs’ explanation and discussion about the audit matters for the 2020 Q3 separate

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Date	Communication of independent directors with CPAs
	financial statements, including: 1. Independence of CPAs 2. Contents of the letter of representation 3. Audit differences identified in the review 4. Valuation adjustments to the equity instruments measured at fair value through other comprehensive income - Core Pacific City and others 5. A review report to be issued by the CPAs II. Annual audit plan III. Updates of securities and exchange laws and regulations
2021/03/18	I. CPAs’ explanation and discussion about the audit matters for the 2020 separate financial statements: 1. Independence of CPAs 2. Contents of the letter of representation 3. Significant risks 4. Implementation and results of internal control tests 5. Key audit matters 6. Audit differences identified in the audit 7. CPAs’ audit opinions to be issued in 2020 II. Updates of securities and exchange laws and regulations III. Updates of taxation laws and regulations IV. Updates of IFRSs V. Updates of corporate accounting standards VI. Introduction of the amended 8th Corporate Governance Evaluation System

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(III) Implementation of corporate governance, differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
I. Does the Company establish and disclose its corporate governance principles pursuant to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and disclose them?	V		(I) We established the corporate governance principles based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” and the principles were adopted at the 11th meeting of the 17th Board of Directors. The provisions of the principles were subsequently amended pursuant to the letters of the Taiwan Stock Exchange Corporation. (II) The Company disclosed the “Corporate Governance Best Practice Principles” on the Market Observation Post System and the Company's website.	No difference We resolved at the 19th meeting of the 22nd Board of Directors on June 13, 2019 to amend the Corporate Governance Best Practice Principles.
II. Shareholding structure and shareholders’ equity (I) Does the Company have an internal procedure in place and handle shareholders’ suggestions, doubts, disputes, and lawsuits accordingly?	V		(I) For the method of handling shareholders’ suggestions, doubts or disputes, in addition to a spokesperson appointed to accept the suggestions from the shareholders or explain their doubts, the personnel of the Stock Affairs	No difference

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Corporate Governance Report

Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
(II) Does the Company have a list of major shareholders who actually control the Company and the persons who have ultimate control over the major shareholders? (III) Does the Company establish or implement any risk control measures and firewall mechanisms between the Company and its affiliates? (IV) Does the Company have	V V V		Section also spares no effort to provide satisfying answers in words or in writing after understanding and reviewing the shareholders’ suggestions or doubts. (II) The Company has always kept an eye on the increase/decrease in directors’ shareholding and the changes in mortgages, entered specific information into the designated information reporting website for public disclosure in accordance with regulations, and been familiar with the list of major shareholders and their shareholding when closing accounts every month or on the ex-rights date. (III) The Company and each of the affiliates operate separately, and hence each company has its own internal control system. We have established and implemented subsidiary management regulations. Therefore, we have followed laws and regulations to conduct risk assessment and establish appropriate firewall mechanisms between the Company and the affiliates. (IV) The “Insider Trading	No difference No difference The Company has had no subsidiaries since December 18, 2017. No difference

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Corporate Governance Report

Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
internal regulations to prohibit insiders of the Company from using undisclosed information in the market to trade securities?			Prevention Regulations” and “Code of Ethical Conduct for Directors and Managerial Officers” have been formulated to prohibit the insiders of the Company from using the undisclosed information on the market to trade securities. We also remind the insiders not to violate laws on an irregular basis.	Please refer to Page 110 of this annual report for the Company's directors and managerial officers’ participation in courses relevant to insider trading prevention in 2020.
III. Formation and responsibilities of the Board of Directors (I) Does the Board of Directors formulate policies of diversification for its formation and implement the policies? (II) Does the Company voluntarily establish any functional committees other than the Compensation Committee and Audit Committee set up pursuant to laws?	V	V	(I) The Company elects board members based on the principle of “diversified board members” in Article 20 of the Corporate Governance Best Practice Principles. Therefore, our directors generally possess professional backgrounds or experience in international trade, finance, asset management or industrial operation. (Please refer toPages 60-64 of this annual report for more details) (II) We will plan to set up other functional committees according to relevant laws and regulations, the Company's business status and scale.	No difference No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
(III) Does the Company establish regulations and methods for evaluating the performance of the Board of Directors, conduct regular performance evaluations every year, and report the results to the Board of Directors? Are the results utilized as the basis for the remuneration and nomination for re-election of individual directors? (IV) Does the Company assess the independence of the CPAs on a regular basis?	V		(III) The Company resolved at the 20th meeting of the 20th Board of Directors on July 5, 2019 to formulate the “Regulations Governing the Performance Evaluation of the Board of Directors” and to start the evaluation in 2020. A performance evaluation was completed before the first quarter in 2021 in accordance with the regulations, and the results were reported at a board meeting. (IV) The Company requires CPAs to provide a “declaration of independence” every year and assesses whether the CPAs meet independence requirements according to the relevant procedures. The assessment of the CPAs’ independence was completed at the 5th meeting of the 23rd Board of Directors on March 16, 2020. We also assessed the independence of the CPAs at the 10th meeting of the 23rd Board of Directors on March 18, 2021. (Please refer toPages 108-110 of this	The “performance evaluation of the Board of Directors” for 2020 was completed in the first quarter in 2021. The relevant information was also uploaded to the Market Observation Post System and reported at the Board of Directors meeting on March 18, 2021 in accordance with the regulations. (Please refer to Page 82-85 of this annual report) No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
			annual report for assessment procedures.)
IV. Does your TWSE/TPEx- listed company designate competent corporate governance personnel in an appropriate number along with a chief corporate governance officer responsible for related matters (including but not limited to providing information required for directors and supervisors to perform their duties, ensuring that directors and supervisors follow laws and regulations, handling matters related to the Board of Directors and shareholders’ meetings, and preparing minutes of the Board of Directors and shareholders’ meetings)?	V		The Company appointed the Secretariat Office, Board of Directors to serve as the corporate governance unit and resolved at the board meeting on August 27, 2008 to designate Division Director Chia-Hui Wan as the secretary to the Board of Directors. Currently, the Division Director has more than three years of meeting management experience in public listed companies. The responsibilities of the Division Director at least include the following matters: 1. Handling company registration and change registration. 2. Handling affairs relevant to Board of Directors meetings and shareholders’ meetings in accordance with laws and ensuring that the Company follows the laws and regulations related to Board of Directors meetings and shareholders’ meetings. 3. Preparing the minutes of Compensation Committee meetings, Audit Committee meetings, Board of Directors meetings and shareholders’ meetings. 4. Providing information required for directors to perform their	No difference

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Item for evaluation			Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
			duties and related to the latest legal development relevant to the operation of the Company to help directors (independent directors) observe laws and regulations. 5. Dealing with affairs relevant to investor relations. 6. Other matters referred to in the Articles of Incorporation or contracts. A chief corporate governance officer will be appointed in 2021 in accordance with laws to comply with the regulations.
V. Does the Company establish a channel for communication with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), design a stakeholder section on the Companys website, and appropriately respond to important CSR issues for which the stakeholders are concerned?	V		The Company has designed a stakeholder section on the Company’ website at: https://www.ttch.com.tw/zh/stakeh older/stakeholder.The stakeholders may provide suggestions regarding the issues that they are concerned about or communicate with the Company through the channel. We will handle these suggestions appropriately and make direct responses as soon as possible.	No difference
VI. Does the Company commission a professional registrar to deal with matters related to shareholders’ meetings?	V		The Company commissions the Stock Transfer Department of Grand Fortune Securities Co., Ltd. to held the Company's shareholders’ meetings and handle stock affairs.	No difference
VII. Information disclosure (I) Does the Company establish a website to disclose	V		(I) The Company has disclosed the information about	No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No		Summary
information concerning financial affairs and corporate governance? (II) Does the Company use other information disclosure methods (such as building an English website, assigning dedicated personnel for collection and disclosure of information, implementing a spokesperson system, and publishing the process of investor conferences on the website)? (III) Does the Company publish and file its annual financial statements within two months after the close of the fiscal year? Does the Company publish and file the Q1, Q2 and Q3 financial statements and monthly operational performance prior to the required deadline?	V	V	financial affairs and corporate governance on the website at: https://www.ttch.com.tw/zh/g overnance/governance. (II) In addition to the information disclosed on the Company's website for investors’ reference, a spokesperson and deputy spokesperson are appointed to answer the questions from shareholders. The Marketing Department updates the Company's information on the website on an irregular basis. (III) We publish and file our annual financial statements within three months after the close of every fiscal year; publish and file the financial statements within 45 days after the close of Q1, Q2 and Q3 in every fiscal year; and publish and file the operational performance of the previous month 10 days before every month.		No difference The Company publishes and files financial statements and monthly operation reports pursuant to Article 36 of the Securities and Exchange Act.
VIII. Does the Company have other important information that are helpful to understand the implementation of the corporate governance (including but not limited to the interests and care of employees, investor	V		(I) In addition to the Employee Welfare Committee set up to ensure and maintain employees’ welfare and provide free annual medical check-ups for the employees, the Labor-Management Committee established in		No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
relationship, supplier relationship, rights of stakeholders, continuing education of directors and supervisors, implementation of risk management policies and risk assessment standards, implementation of customer policies, and liability insurance coverage for directors and supervisors)?	V		March 2014 holds regular labor-management meetings to improve labor relations. We constantly organize training on occupational safety and health and improvement of the professional capability of the employees. For employees choosing the old pension system, 8.58% of the income, as retirement funds, is deposited in accounts at the Department of Trusts of the Bank of Taiwan for yields on a monthly basis in accordance with the Labor Standards Act; for employees covered by the new pension system, 6% of the total salary is transferred to individual accounts at the Bureau of Labor Insurance. All the rights and interests of our employees are guaranteed. (II) We take care of disadvantaged groups, support the government policy of “employment of disabled workers,” offer equal work opportunities for employees, and provide a safe and promising working environment. The Company	No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
	V V		won the Best Growth Award in the “Visible Abilities with Unlimited Employment Opportunities” corporate model evaluation held by the Taipei City Government in 2016. Our Pingtung Branch Office has been presented the award of “Excellent Unit Employing Workers with Disabilities in Pingtung County” by the Pingtung County Government for three consecutive years since 2018 to acknowledge our efforts to actively employ disabled workers in response to the government policy. (III) The relations with shareholders and investors, and the rights and interests of the suppliers having a business relationship with the Company and of stakeholders are maintained and guaranteed in accordance with laws. (IV) The Company designs a stakeholder section on the website providing multiple communication channels for stakeholders (shareholders, investors, customers, employees, communities,	No difference No difference

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Corporate Governance Report

Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
	V V		neighborhoods, suppliers (contractors), media, government units, etc.) to maintain the legal rights of both parties. (V) For detailed information related to the corporate governance training participated by the Company’s directors and managerial officers, please refer to the following tables of “2020 Continuing Education of the Company's Directors” and “2020 Managerial Officers’ Continuing Education and Training Related to Corporate Governance.” (VI) The Company purchased directors and managerial officers’ liability insurance for 2018 (with a policy term beginning August 1, 2018, and ending July 31, 2019) on July 30, 2018. The insurance has been renewed on August 1 every year (with a policy term beginning August 1 in the current year and ending July 31 in the following year) since then. The main contents of the insurance policy were reported to directors at the	Several directors completed the continuing education courses for directors. No difference

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Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
			13th meeting of the 22nd Board of Directors, and the 1st and 7th meetings of the 23rd Board of Directors.
IX. On the basis of the result of corporate governance evaluation released by TWSE’s Corporate Governance Center in the most recent year, please describe the matters to which improvements have been made. Regarding the matters to which improvements have yet to be made, please list those which have been selected as priorities and the measures to be taken.	V		(I) We started to prepared an English version of 2017 separate and consolidated financial statements in 2018 to improve information transparency. An English version of the notice of annual shareholders’ meetings started to be prepared in 2018. In 2021, we begin to prepare an English version of the annual report and meeting handbook to protect shareholders’ rights and interests and allow foreign companies to receive the same information. (II) The Company arranged a re- election at the extraordinary meeting of shareholders on August 1, 2019. Therefore, the Chairman and the General Manager for the current term are not the same person. (III) The Company has established the “Intellectual Property Rights Management Regulations” based on the latest indicators of the	Although the Company does not commission a professional institution to conduct corporate governance evaluations, there are no material defects found during the Company's corporate governance self- evaluations. We will continue to implement corporate governance.

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Corporate Governance Report

Item for evaluation	Implementation (Note)	Implementation (Note)	Implementation (Note)	Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
	Yes	No	Summary
			Corporate Governance Evaluation and disclosed the Regulations and the implementation thereof on the Company’s website. (IV) The Company resolved at the 8th meeting of the 23rd Board of Directors on November 12, 2020 to establish the Company's “Regulations on Risk Management Policies and Procedures” and reported the implementation of risk management in 2020 at the 9th meeting of the 23rd Board of Directors on January 21, 2021. (V) We completed the performance evaluation of the Board of Directors for 2020 and reported the result at the Board of Directors meeting on March 18, 2021. (VI) We will timely publish the English version of important messages consistent with laws and regulations.

Note: No matter whether the “Yes” or “No” box is checked, the implementation shall be described in the Summary field

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Corporate Governance Report

III. (IV) CPA independence assessment procedure (Period of evaluation: 2020/01/012020/12/31)

Description

1. The CPA independence assessment procedure is established based on the Certified Public Accountant Act, the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and the Statements on Auditing Standards.

2. According to the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 “Integrity, Objectivity and Independence,” the relevant terms are defined as follows:

3. Financial interests: Refer to equity securities or other securities, corporate bonds, loans, other debt instruments, or interests, including the rights thereof and any benefits and obligations derived therefrom.

Direct financial interests:

• Financial interests directly owned by an individual, corporate or firm, or over which the individual, corporate or firm has control.

• Financial interests gained by an individual, corporate or firm through mutual investments with others, and the individual, corporate or firm has control over the mutual investments.

Indirect financial interests:

Financial interests gained by an individual, corporate or firm through mutual investments with others, and the individual, corporate or firm has no control over the mutual investments.

Family: refers to the spouse (domestic partner) and minor children.

Relative: Refers to direct relatives by blood, direct relatives by marriage, and brothers and sisters.

	brothers and sisters.
	CPA Independence Assessment Procedure	Compliance with requirements
		Yes	No
1.	Financial interests
	(1) Do the members of the audit team of the CPA firm and their family have direct financial interests or significant indirect financial interests in the Company? (2) Do other partners of the CPA firm and their family have direct financial interests or significant indirect financial interests in the Company? (3) Do the CPA firm and its affiliated companies have direct financial interests or significant indirect financial interests in the Company?	v
	Conclusion: None of the said circumstances are found duringthe assessment.
2.	Financingandguarantees(applyingto non-financial industries)
	Is there mutual financing or guarantee activities between the Company and the firm,its affiliated companies and the members of its audit team?	v
	Conclusion: None of the said circumstances are found duringthe assessment.
3.	Business relationship

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	CPA Independence Assessment Procedure	Compliance with requirements	Compliance with requirements
		Yes	No
	(1) Is there close business relationships between the firm, its affiliated companies and the members of its audit team and the Company or the directors, supervisors and managerial officers thereof? Such relationships include:  A strategic alliance in which there are material interests between the firm and the Company or any shareholder, director, supervisor or managerial officer thereof who has control over the Company.  An alliance formed to mutually market the services or products of the firm or its affiliated companies and the services or products offered by the Company.  A relationship in which the firm or its affiliated companies and the Company mutually promote or sell the products or services of the other party to gain profits. (2) Does the Company sell goods or provide services to the firm, its affiliated companies, or the members of its audit team within the scope of normal business activities?	v
	Conclusion: None of the said circumstances are found duringthe assessment.	v
4.	Familyandpersonal relationships
	(1) Do the family of the audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where they may exert direct and significant influence on audit engagement, or have they been in the aforesaid positions during the audit period? (2) Do the relatives of the audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where they may exert direct and significant influence on audit engagement, or have they been in the aforesaidpositions duringthe auditperiod?	v
	Conclusion: None of the said circumstances are found duringthe assessment.
5.	Employment relationship
	(1) Does the firm or any of its audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where the firm or the member may exert direct and significant influence on audit engagement? (2) If any member of the audit team, CPA or former CPA of the firm is employed by the Company, please assess the influence of the following factors on the independence of the CPA:  The post in which he/she serves in the Company.  The period between the date of resignation from the firm and the date of employment in the Company.  The importance of the post in which he/she served in the firm. (3) Is there any member of the audit team who is known to be employed by the Company? (4) Do the CPAs or employees of the CPA firm or its affiliated companies serve as a director, supervisor, managerial officer of the Company or serve in an equivalentpost?	v
	Conclusion: None of the said circumstances are found duringthe assessment.
6.	Gift,endowment,andpreferential treatment

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

Compliance with
CPA Independence Assessment Procedure requirements
Yes No
Does the Company provide gifts, endowments or preferential treatment that
are not valuable to the members of the audit team in accordance with accepted
social customs or business customs without any purpose or intention of v
influencing professional decisions or obtaining confidential information?
Conclusion: There is no abnormal circumstance found during the assessment.
7. Job rotation for CPAs
Does the CPA serve as an engagement partner of the Company for less than
seven years? Is the CPA reappointed as the engagement partner after at least 2
v
years following a job rotation?
Conclusion: None of the said circumstances are found during the assessment.
8. Non-audit service
Does the Company ask the CPA about the details of non-audit services he/she
provides for the Company and about the influence thereof on his/her
independence? v
Conclusion: None of the said circumstances are found during the assessment.
9. CPA’s independence declaration
Receipt of the CPA's independence declaration to the Audit Committee (or an
equivalent governance unit, if there is no Audit Committee). v
Conclusion: The CPA’s independence declaration is received.
----- End of picture text -----

Resolution: All attending directors and independent directors passed the proposal of the independence assessment for CPAs without objections at the 10th meeting of the 23rd Board of Directors on March 18, 2021.

VIII. (V) The Company shall inform the companies of directors and supervisors of any updates of regulations related to corporate governance and the governance training courses for the directors and supervisors.

• (1) Continuing education of directors (independent directors) from 2020 up to May 10, 2021

					Number
Title	Name	Course date	Organizer	Course title
					of hours
Director representative of juridical person	Ching- Yuan Wu	2020.08.13	Taiwan Corporate Governance Association	Formation of A Board with High Performance Based on the Performance Evaluation of the Board of Directors	3HR
Director representative of juridical person	Ching- Yuan Wu	2020.05.07	Taiwan Corporate Governance Association	Group Governance	3HR
Director representative of juridical person	Yu- Chang Huang	2020.08.13	Taiwan Corporate Governance Association	Formation of A Board with High Performance Based on the Performance Evaluation of the Board of Directors	3HR
Director representative	Hsuan- Yu Liao	2020.12.24	Taiwan Corporate Governance	Prevention of Insider Trading	3HR

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					Number
Title	Name	Course date	Organizer	Course title
					of hours
of juridical person	Chen		Association
Director representative of juridical person	Hsuan- Yu Liao Chen	2020.07.24	Taiwan Academy of Banking and Finance	Corporate Governance and Corporate Sustainable Operation Workshop	3HR
Director representative of juridical person	Ling- Chi Chang	2021.03.24	Corporate Operation Association	Reformation of Shareholders’ Meetings and Relevant Case Studies	3HR
Director representative of juridical person	Ling- Chi Chang	2020.10.14	Securities and Futures Institute	2020 Insider Trading Prevention and Insider Equity Transaction Session	3HR
Director representative of juridical person	Ling- Chi Chang	2020.08.25	Taiwan Corporate Governance Association	Directors and Supervisors’ Responsibilities for Misstatement in Financial Statements	3HR
Director representative of juridical person	Ling- Chi Chang	2020.03.17	Taiwan Corporate Governance Association	Competition for Management Rights from the Perspective of Corporate Governance	1HR
Director representative of juridical person	Ling- Chi Chang	2020.02.21	Securities and Futures Institute	Trend in Digital Technology and AI & Relevant Risk Management	3HR
Director representative of juridical person	Chia- Min Chang	2021.03.16	Taiwan Corporate Governance Association	Analysis of Money Laundering Cases and Predicate Offense (including Insider Trading)	3HR
Director representative of juridical person	Chia- Min Chang	2021.03.09	Taiwan Corporate Governance Association	Behind-the-Scenes Force Promoting Corporate Governance: Operational Practices of Corporate Governance Personnel	3HR
Director representative of juridical person	Chia- Min Chang	2020.08.18	Taiwan Corporate Governance Association	Does joining another company with the trade secrets misappropriated from the former company violate the Trade Secrets Act? Trade Secrets and Corporate Governance	3HR
Director representative of juridical person	Wei-Lin Shao	2020.11.04	Taipei Foundation of Finance	Corporate Governance - Inheritance and Planning of Family Business	3HR
Director representative ofjuridical	Wei-Lin Shao	2020.03.17	Taiwan Corporate Governance Association	Competition for Management Rights from the Perspective of Corporate Governance	3HR

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					Number
Title	Name	Course date	Organizer	Course title
					of hours
person
Director representative of juridical person	Wei-Lin Shao	2020.03.06	Taiwan Corporate Governance Association	Planning of Shareholders’ Meetings and Case Analysis	3HR
Director representative of juridical person	Wei-Lin Shao	2020.02.26	Securities and Futures Institute	Workshop for Directors (Including Independent Directors), Supervisors and Chief Corporate Governance Officers	6HR
Director representative of juridical person	Wei-Lin Shao	2020.02.25	Securities and Futures Institute	Workshop for Directors (Including Independent Directors), Supervisors and Chief Corporate Governance Officers	6HR
Director representative of juridical person	Chih- Kuang Yen	2020.10.27	Taiwan Corporate Governance Association	ESG Development Trend and Socially Responsible Investment (SRI)	3HR
Director representative of juridical person	Chih- Kuang Yen	2020.03.17	Taiwan Corporate Governance Association	Competition for Management Rights from the Perspective of Corporate Governance	3HR
Director representative of juridical person	Chih- Kuang Yen	2020.03.06	Taiwan Corporate Governance Association	Planning of Shareholders’ Meetings and Case Analysis	3HR
Independent director	Sheng- Tsheng Lee	2021.03.23	Corporate Operation Association	Seminar of Regulations and Practices Related to Shareholders’ Meetings	3HR
Independent director	Sheng- Tsheng Lee	2020.12.22	Taiwan Corporate Governance Association	Independent Director’ Role in Companies’ Operation and Corporate Governance	3HR
Independent director	Sheng- Tsheng Lee	2020.12.08	Taiwan Corporate Governance Association	Financial Statement Fraud Red Flags	3HR
Independent director	Sheng- Tsheng Lee	2020.11.09	Securities and Futures Institute	Directors’ Responsibilities and Risk Management under the Latest Corporate Governance Blueprint	3HR
Independent director	Sheng- Tsheng Lee	2020.05.11	Securities and Futures Institute	Corporate Upgrading and Transformation Strategies and Management - Merger, Acquisition and Alliance	3HR
Independent director	Sheng- Tsheng Lee	2020.05.07	Taiwan Academy of Banking and Finance	Corporate Governance Keynote Lecture	2HR
Independent	Chung-	2020.12.24	Taiwan Corporate	Prevention of Insider Trading	3HR

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					Number
Title	Name	Course date	Organizer	Course title
					of hours
director	Ho Sung		Governance Association
Independent director	Chung- Ho Sung	2020.09.30	Securities and Futures Institute	2020 Insider Trading Prevention and Insider Equity Transaction Session	3HR
Independent director	Chung- Ho Sung	2020.07.31	Taiwan Corporate Governance Association	Key Messages Hidden in Financial Statements	2HR
Independent director	Li-Chi Yeh	2021.03.23	Taiwan Corporate Governance Association	Matters Needing Attention for 2021 Board of Directors Meetings and Shareholders’ Meetings	3HR
Independent director	Li-Chi Yeh	2021.02.26	Securities and Futures Institute	Case Analysis on Directors and Supervisors’ Conviction for the Offense of Breach of Trust and Special Breach of Trust	3HR
Independent director	Li-Chi Yeh	2020.09.25	Taiwan Corporate Governance Association	Understanding Related-Party Transactions and Non-Arm's Length Transactions through Case Studies	3HR
Independent director	Li-Chi Yeh	2020.09.08	Taiwan Corporate Governance Association	Competition for Management Rights and Analysis of Relevant Cases	3HR
Independent director	Li-Chi Yeh	2020.08.07	Taiwan Corporate Governance Association	5G and IOT Key Technology and Market Application	3HR
Independent director	Li-Chi Yeh	2020.07.31	Taiwan Corporate Governance Association	Key Messages Hidden in Financial Statements	3HR
Independent director	Li-Chi Yeh	2020.06.19	Taiwan Corporate Governance Association	Review of Corporate Financial Statement Fraud Cases	3HR

(2) Participation of managerial officers in continuing education and training courses related to corporate governance from 2020 up to May 10, 2021

					Number
Title	Name	Course date	Organizer	Course title
					of hours
Audit Manager	Kuang- Chih Cheng	2020.12.23	Accounting Research and Development Foundation	Common Defects in the Preparation of Corporate Financial Statements and Regulations Related to Internal Audit and Control	6HR
Audit Manager	Kuang- Chih Cheng	2020.10.28	The Institute of Internal Auditors - Chinese Taiwan	Unethical Business Activities and Case Studies	6HR
Financial Manager	Pei-Chen Huang	2020.10.26	Taiwan Stock Exchange Corporation	2020 Listed Company Seminar	2.5 HR

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					Number
Title	Name	Course date	Organizer	Course title
					of hours
Financial Manager	Pei-Chen Huang	2020.10.07	Accounting Research and Development Foundation	Response to New Regulations Governing the Self-preparation of Financial Statements	6HR
Financial Manager	Pei-Chen Huang	2020.09.10	Securities and Futures Institute	Practices of Corporate Financial Planning and Business with Banks (FinancingDecisions)	6HR
Financial Manager	Pei-Chen Huang	2020.09.03	Chen & Lin Attorneys at Law	Corporate Governance for Competition for Management Rights- In the Case of Tatung Company	2.5 HR
Financial Manager	Pei-Chen Huang	2020.08.04	Grand Fortune Securities	Perspectives on Shareholders’ Equity	3HR
Director of Administra tion Division and Secretary to the Board of Directors	Chia-Hui Wan	2021.03.03	Taiwan Corporate Governance Association	Keynote Lecture and Session of the “Performance Evaluation of the Board of Directors”	3HR

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• (IV) The formation and operation of the Compensation Committee:

• The Company established the “Rules of Compensation Committee of Taiwan Tea Corporation” based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” announced by the Financial Supervisory Commission, and resolved at the 5th board meeting of the 20th Board of Directors on October 13, 2011 to appoint three Compensation Committee members for the 1st Compensation Committee.

• Mr. Ching-Hua Hsu, Mr. Hsueh Jung and Mr. Ming-Kun Chiu were appointed as the members of the 2nd Compensation Committee according to the resolution made at the 2nd meeting of the 21st Board of Directors. The term of the three members was the same as the term of the directors of the 21st Board of Directors.

• Independent Director Ching-Hua Hsu, Mr. Ming-Kun Chiu and Mr. Chang-Heng Yang were appointed as the members of the 3rd Compensation Committee according to the resolution made at the 2nd meeting of the 22nd Board of Directors. At the 18th meeting of the 22nd Board of Directors on May 15, 2019, it was resolved that Independent Directors Sheng-Tsheng Lee and Jui-Chen Ma were appointed as substitute members in place of Mr. Ming-Kun Chiu and Mr. Chang-Heng Yang. The term of the members was the same as the term of the directors of the 22nd Board of Directors.

• Independent Directors Sheng-Tsheng Lee, Chung-Ho Sung and Li-Chi Yeh were appointed as the members of the 4th Compensation Committee according to the resolution made at the 1st meeting of the 23rd Board of Directors. The term of the three members was the same as the term of the directors of the 23rd Board of Directors.

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(1) Information about the members of the 4th Compensation Committee

Member type (Note 1)	Qualifications Name	Having more than 5 years of work experience and following professionalqualifications	Having more than 5 years of work experience and following professionalqualifications	Having more than 5 years of work experience and following professionalqualifications	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Independence (Note 2)	Number of other public companies where the member concurrently serves as a compensatio n committee member	Remar ks
		Lecturer or higher positions in the department of commerce, law, finance, accounting or any other fields relevant to the Companys business at a public or private university/colleg e	Judge, public prosecutor, attorney, certified public accountant, or any other professional or technical specialists who have passed a national examination and received a certificate in a profession necessary for the Companys business	Work experience in commerce, law, finance, accounting or any other fields necessary for the Companys business	1	2	3	4	5	6	7	8	9	10
Independent director	Sheng-Tsheng Lee														2
Independent director	Chung-Ho Sung														0
Independent director	Li-Chi Yeh														0

Note 1: Please specify that the member is a director, independent director or others in the “Member type” field.

Note 2: A “  “ is placed in the box if the member met the following conditions during his/her term of office and two years prior to the date elected.

• (1) The member is not an employee of the Company or any of its affiliates.

• (2) The director or supervisor is not a director or supervisor of the Company or any of its affiliates.(The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (3) The director or supervisor is not a natural person holding 1% or more of the Companys total issued shares together with his/her spouse and minor children, or holding 1% or more of the Companys total issued shares under others ’ names, or ranking in the top 10 in shareholdings.

• (4) The director or supervisor is not the spouse, relative within the second degree of kinship, or direct blood relative within the third degree of kinship of any managerial officer listed in (1) or of any persons listed in (2) and (3).

• (5) The director or supervisor is not a director, supervisor, or employee directly holding 5% or more of the total number of the Companys issued shares, ranking in the top 5 in shareholdings or being the director, supervisor, or employee of corporate shareholders who designate their representatives as the Company’s directors or supervisors in accordance with Paragraph 1 or 2, Article 27 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (6) The director or supervisor is not a director, supervisor or employee of another company where the number of directors or more than half of the voting shares are controlled by the same person. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (7) The director or supervisor is not a director, supervisor or employee of another company or institution who is the Chairman, General Manager or any personnel with an equivalent position or has a spouse relationship therewith. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (8) The director or supervisor is not a director, supervisor, managerial officer or shareholder holding more than 5% of the shares of a specific company or institution in a business or financial relationship with the Company. (The same does not apply, however, in cases the specific company or institution holds more than 20% and less than 50% of the Company’s total issued shares, and the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

• (9) The member is not a professional who provides audits or commercial, legal, financial, accounting services accumulating more than NT$500,000 of remuneration obtained in recent two years to the Company or its affiliates, nor is an owner, partner, director, supervisor, or managerial officer, or the spouse of any of the above, of any sole proprietorship, partnership, company, or

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institution that provides such services to the Company or its affiliates. However, this shall not apply to the members of the Compensation Committee, Review Committee for Public Acquisitions or Special Committee for Mergers who execute their duties in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act. (10) The director or supervisor does not meet any of the conditions specified in Article 30 of the Company Act.

• (2) Information on the operation of the Compensation Committee

• ① The Company's Compensation Committee consists of 3 members.

• ② The term of the members of the 4th Compensation Committee: August 12, 2019 - July 31, 2022

The 4th Compensation Committee has held 4 (A) meetings from January 01 in the most recent year (2020) up to the publication date of this annual report. The attendance of the members is described below:

2020.01.01-2021.05.10

					2020.01.01-2021.05.10
Title	Name	Actual attendance (B)	Proxy attendance	Actual attendance rate (%) (B/A) (Note)	Remarks
Convener	Sheng- Tsheng Lee	4	0	100%	2019.08.12 (Reelected)
Member	Chung-Ho Sung	4	0	100%	2019.08.12 (Newlyelected)
Member	Li-Chi Yeh	4	0	100%	2019.08.12 (Newlyelected)

Note: (1) If any Compensation Committee member resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the member is calculated based on the number of Compensation Committee meetings held and the number of his/her actual attendance during his/her term of service.

• (2) If a re-election of Compensation Committee members takes place prior to the end of a financial year, the newly-elected and former members shall be listed, and the Company shall specify in the Remarks field whether the members are former, newly elected, or reelected, as well as the date of the re-election. The actual attendance rate (%) is calculated based on the number of Compensation Committee meetings held during the term of service of the member and the number of his/her actual attendance.

• (3) No Compensation Committee meetings were held during May 15, 2019 and August 1, 2019. (Independent Directors Sheng-Tsheng Lee and Jui-Chen Ma were appointed as substitute members in place of Mr. Ming-Kun Chiu and Mr. Chang-Heng Yang.)

Other particulars:

• I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date and session of the board meeting, contents of the proposals, meeting resolutions, and the Company’s action on the opinions of the Compensation Committee shall be specified (If the remuneration resolved by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and the reason thereof shall be specified.): None.

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II. In the event that any member of the Compensation Committee has expressed dissent or reservation over the Committee’s resolutions, and that the dissent or reservation has been recorded or delivered in writing, the date and session of the Compensation Committee meeting, contents of the proposals, opinions of all the members, and the action on such opinions shall be specified: None.

The Company's 4th Compensation Committee held the first meeting on August 26, 2019. 4 meetings have been held from the most recent year up to May 10, 2021. The matters discussed in the meetings are described below:

below:
Compensation Committee	Proposal for discussion and resolution	Resolution	The Company’s action on members’ opinions
4th Compensation Committee 2nd meeting	1. Proposal of the Company’s policy, system, standard and structure of remuneration payment for directors and managerial officers in 2020.	Passed as proposed	Nil
	2. Proposal for approval of distribution of the Chairman’s 2019year-end bonus.	Passed as proposed	Nil
	3. Proposal for approval of distribution of the 2019 year- end bonus for the Company's managerial officers.	Passed as proposed	Nil
	Compensation Committee's resolution: Passed as proposed by all attending members at the 2nd meeting on January 16, 2020, and then submitted to the 4th meetingof the 23rd Board of Directors for review andpassed asproposed.
4th Compensation Committee 3rd meeting	＊Report of no distribution of the remuneration to directors and employees in 2019.
	Compensation Committee's resolution: The report wasacknowledgedat the 3rd meeting on March 16, 2020.
4th Compensation Committee 4th meeting	1. Proposal of the remuneration to the Assistant General Manager of the Public Affairs Office who currently serves as the Manager of the PingtungBranch Office.	Passed as proposed	Nil
	2. Proposal of the Company’s policy, system, standard and structure of remuneration payment for directors and managerial officers in 2021.	Passed as proposed	Nil
	3. Proposal for approval of distribution of the 2020 year- end bonus for the Company's managerial officers.	Passed as proposed	Nil
	4. Proposal for approval of distribution of the Chairman’s 2020year-end bonus.	Passed as proposed	Nil
	Compensation Committee's resolution: Passed as proposed by all attending members at the 4th meeting on January 21, 2021, and then submitted to the 9th meeting of the 23rd Board of Directors for review and passed as proposed.
4th Compensation Committee 5th meeting	＊Report of no distribution of the remuneration to directors and employees in 2020.
	Compensation Committee's resolution: The report was acknowledged at the 5th meeting on March 18, 2021.

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(V) Fulfillment of the corporate social responsibility, differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, and reasons thereof

Item for evaluation	Implementation(Note1)	Implementation(Note1)	Implementation(Note1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
I. Does the Company, based on the principle of materiality, conduct assessment on environmental, social, and corporate governance risks related to its operation and establish relevant risk management policies or strategies? (Note 3)	V		The Company sets “health, leisure, environment” as the core of our management philosophy and “co- existence with the land” as the main goal in order to create a close connection with the land of Taiwan. Thus, we formulate risk management strategies for the environmental, social and corporate governance issues with respect to our operation.	We established the “Regulations on Risk Management Policies and Procedures of Taiwan Tea Corporation” related to our operation based on the principle of materiality, and the Regulations were passed at the 8th meeting of the 23rd Board of Directors on November 12, 2020.
II. Does the Company set up a unit dedicated to (concurrently engaged in) the promotion of CSR? Does the Board of Directors of the Company authorize the top management to handle relevant matters and report the actions to the Board of Directors?			The Company set up the Public Affairs Office in 2013. The Public Affairs Office and the Secretariat Office, Board of Directors are responsible for organizing public welfare activities, and implementing and promoting relevant corporate social activities. In addition, the Secretariat Office, Board of Directors also reports the implementation of the said activities to the Board of Directors on an irregular basis (at least once ayear).	The Company reported the implementation and promotion of the corporate social activities to the Board of Directors at the board meeting on November 12, 2020.
III. Environmental issue (I) Does the Company establish environmental management	V		(I) The Company belongs to the industry that does not cause	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
systems suitable for the Company’s industrial characteristics?			environmental pollution. Our environmental management system is described below: 1. We encourage employees to save energy, turn off power, reduce elevator usage, recycle printing paper, etc.. 2. The Tea Manufacture Department introduces a high-efficiency water saving system for the agricultural business to reduce water consumption and improve cultivation to avoid using large amounts of chemical fertilizer in order to create a water- saving, eco-friendly and sustainable operating environment in the industry. 3. Since 2014, the filter bag, cotton thread and label of most of our 3D tea bags have been made of corn starch which is natural, non-toxic, eco-friendly, and decomposable. 4. Since 2015, our annual reports and meeting handbooks for shareholders’ meetings have been printed with FSC-certified eco-friendly recycled paper and soy ink.

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
(II) Does the Company endeavor to improve the efficiency of resource usage and use recycled materials which have a low impact on the environmental load? (III) Does the Company assess the current and future risks and opportunities which climate	V V		We use eco-friendly, recyclable, and recycled packaging materials for the package of our own products. (II) 1. The Company performs waste sorting, provides recycling and food waste bins, promotes the social responsibilities of recycling and environmental protection, and appoints the General Affairs Section of the Administration Department to oversee overall environmental maintenance. 2. The Israeli drip irrigation system adopted to cultivate tea trees in our Laopi Tea Farm in Pingtung has saved 70% of the water resource and reduced the use and waste of fertilizer, thereby saving the expanse for purchasing fertilizer and the wages to workers for applying the fertilizer, and protecting the environment. The coverage rate of the drip irrigation system is 100%. (III) We adjust the temperature on air conditioners based on the room temperature to save	No difference No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
change potentially brings to the Company and take measures in response to climate-related issues? (IV) Does the Company make statistics of its greenhouse gas emission, water consumption and total waste weight in the previous two years and establish policies for energy saving, carbon reduction, reduction of		V	energy and reduce carbon emission. The policy of energy saving and carbon reduction has been implemented since 2014. We aim to reduce the cost for utilities in each year by 3%, comparing to the previous year. Our headquarters in Nangang replaced traditional lighting sets in the offices with 58 LED lighting sets amounting to NT$ 0.88 million (with a government subsidy of NT$ 0.44 million) in October 2019. The power consumption of each of the original lighting fixtures is 80 watt, and the power consumption of each of the substitute LED lighting fixtures is 32 watt. It was expected that the replacement can help save energy effectively. The cost for utilities in 2020 reduced by more than 5%, about NT$ 78,546, compared to 2019. (IV) Although we does not make statistics of our greenhouse gas emission, water consumption and total waste weight in the previous two years, we establish the “Strategies and Methods for Greenhouse Gas	The Company discloses the “Strategies and Methods for Greenhouse Gas” and “Actions on Environmental Protection” of Taiwan

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
greenhouse gas emission and water consumption, or management of other waste?			Management” and disclose specific actions on environmental protection on the Company's website for stakeholders’ reference.	Tea Corporation on the website.
IV. Social issue (I) Does the Company develop management policies and procedures in accordance with the relevant regulations and international human rights conventions? (II) Does the Company establish and implement proper employee welfare measures (including remuneration, leaves and other welfare) and reflect its business performance or results in the employee remuneration?	V V		(I) We have formulated work rules based on the Labor Standards Act to protect the rights and interests of our employees. In addition, the “Policy of the Rights of Labor” was established pursuant to the Social Accountability 8000 International Standard on March 16, 2018 to ensure the human rights and work conditions of labors and fulfill our corporate social responsibility. (II) The Company has the “Employee Title, Level, and Remuneration Approval Table” for determining the remuneration to employees according to their educational background, work experience, professional knowledge and skills, and years of service. The Company has observed the relevant regulations in the Labor Standards Act. In order to ensure our employees’ rights and interests, we have signed an “employment	No difference The Company discloses the “Guidelines for Employee Complaint” and “Policy of the Rights of Labor” on the website. No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
(III) Does the Company provide its employees with a safe and healthy work environment, and provide safety and health education to its employees regularly?	V		contract” with all the employees to protect their rights and interests regardless of their sex, races, religion, political stances or marriage. (III) We commission the Jie Zheng Property Service & Management Co., Ltd. to implement access control and perform regular fire control drills and office sterilization procedures. Moreover, the Company has the catering personnel to take annual medical check-ups in accordance with the criteria for best management practices of food businesses and offers medical checkups to the employees every two years. In addition to the engagement of doctors and nurses in the Pingtung Branch Office to provide regular health-related services for the employees, we constantly arrange labor safety and health training and relevant lectures, engage medical workers to talk about health- related issues for the employees, and organize physical fitness activities. These measures indicate that we extremely value the physical and mental health of	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
(IV) Does the Company have effective programs for development and training regarding employees’ career skills? (V) With respect to customer health and safety, customer privacy, and marketing and labeling for products and services, does the Company conform to the relevant regulations and international standards as well as establish relevant consumer rights protection policies and complaint procedures?	V V		our employees. To provide our employees and job seekers with a work environment that protects them from sexual harassment and to prevent any sexual harassment event in the workplace, the “Measures, Complaint and Punishment Guidelines for Sexual Harassment Prevention” have been established. (IV) In addition to the training for new employees, the external professional training and internal training are arranged for our employees every year to help develop their competence. (V) We market our products and services with honest labels and description in compliance with relevant regulations and international standards and strictly prohibit deceit, misleading, fraud or any other act that damages the trust or rights of customers. We take all responsibilities related to our products and services and put great emphasis on marketing ethics. Regarding the procedures of R&D, procurement, production, operation and service, the	No difference No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
(VI) Does the Company establish supplier management policies that require suppliers to follow relevant regulations concerning the issues of environmental protection, occupational safety and health, or labor rights? How is the implementation thereof?	V		transparency and safety of the information with respect to our products and services are ensured. The Company has established and disclosed consumer right policies. To protect the rights of customers, 0800 toll-free hotlines are available for customer service and complaint to provide instant services and assistance. (VI) Before doing business with suppliers, the Company assesses whether the supplier has any record indicating that it has caused negative impacts on the environment and society to avoid making transactions with suppliers that do not conform to the Company's CSR policies. The contract between the Company and any of our main suppliers requires both parties to follow their CSR policies. If the supplier violates its policies and the violation has a significant impact on the environment and society of the community as a source of supply, the Company may terminate or rescind the contract. We evaluate our suppliers on a yearly basis to maintain the	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
			interests of consumers.
V. Does the Company prepare the CSR report or other reports that disclose non- financial information of the Company with reference to internationally accepted report preparation guidelines or guides? Is any third-party verification or assurance opinion acquired for the above-mentioned reports?	V		The Company was no longer required to prepare CSR reports in 2014. Since then, we have actively used internationally accepted guidelines as references to early issue the “CSR Report of Taiwan Tea Corporation” and upload the same to the MOPS and the Company's website for disclosure. We have commissioned a consulting firm to provide guidance regarding preparation of CSR reports that conform to the regulations on food businesses since 2019. Furthermore, we have obtained an assurance report issued by EY Taiwan as a third-party verifying agency.	Since our food business sales in 2019 accounted for a percentage of our total sales that reached the percentage specified in the regulations related to CSR reports, we were required to issue a CSR report and acquire an opinion issued by CPAs pursuant to the guidelines announced by the Accounting Research and Development Foundation. We submitted the CSR report before the end of September in 2020.
VI. If the Company has established its own corporate social responsibility best practice principles in accordance with the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies,” specify any difference between the implementation and the principles established bythe Company: None.
VII. Other important information useful to the understanding of the implementation of CSR: (I) Community engagement 1. The Company has been dedicated to public welfare activities, such as donating goods to help disabled groups and underprivileged people in response to the “Warmth in Winter” activity of the Park II, and taking measures regarding energy saving and carbon reduction, in line with the government’s environmental protection policy. We encourage engagement in the communities in Taipei City, New Taipei City, Taoyuan City, Miaoli County, Nantou County and Pingtung

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
County where our branches are located in order to make specific actions and contributions that facilitate the prosperity and development of local areas. For example, we purchase patrol cars and build sentry boxes for the neighborhood watch team of the Community Development Association of Shengxing Village in Sanyi Township; improve the roads, streetscape and hygiene in Jiuhu Village, Tongluo Township; maintain the environment of Longquan Village, Neipu Township, Pingtung County; and dredge the sediments in large ditches in Zhonglin Village, Neipu Township. 2. In 2020, we sponsored the “Township Street Light Adoption” program of Sanyi Township, Miaoli County, the “Respect for Elders in Double Ninth Festival” event organized by the Community Development Association of Shengxing Village in Sanyi Township, Miaoli County, the “Cultural Industrial Activity” held by the Jiuhu Community Development Association in Tongluo Township, and several activities of the Xihu Community Development Association in Sanyi Township to not only care elders and disadvantaged families but also demonstrate our enthusiasm for caring our neighborhood through community engagement. (II) Social welfare service Even though our public welfare team suspended the caring visit program for which close contact was necessary due to the pandemic of COVID-19 in 2020, the Company and our employees have continued to care for disadvantaged groups by donating goods, bringing love and delivering warm care. 1. In response to the “Sponsorship Program for Fruit to Disabled Children” organized by the Taiwan Disability Care Association, we donated 30 boxes of Tainung 17 pineapple that are cultivated without using plant hormones in our Laopi Tea Farm and certified by the Council of Agriculture and the Taiwan Agricultural Chemicals and Toxic Substances Research Institute, totaling 270 kilograms, and 20 boxes of our pomelos cultivated in Tongluo, Miaoli, totaling 144 kilograms on April 21 and September 26, 2020, in the hope to enable children to get adequate water, vitamins and cellulose through assimilation of the fruit so as to improve the health of the disabled children and thereby reduce the use of medical care. 2. We regularly visit the elders in the Hui-Kuang Senior Center and the children in the Harmony Home Association every year. However, due to the social distancing policy for prevention of the pandemic in 2020 and in consideration of the low resistance of elders and children, the Company sent the pomelos planted by ourselves to the Hui-Kuang Senior Center and the Harmony Home Association, respectively, in September 2020 to avoid any health care issues due to viruses as a result of close contact to convey our care to the elders, children and selfless workers, in the hope that they could have a wonderful Moon Festival with these pomelos. (III) Dedication to environmental protection and food safety 1. The area for cultivation in organic tea farms is increased on a continuous basis.

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
2. The efficient water saving irrigation system is introduced to reduce water consumption. 3. ISO22000 and HACCP quality management procedures are adopted for tea factories. 4. We reduce the use of pesticide to place the health improvement for plants as the priority while enhancing the safety of food materials. 5. The fertilizer management principles are implemented for the planting of our crops in order to prevent eutrophication of rivers and to not use too much fertilizer. 6. We conduct planting management in a quality agriculture manner, use liquid fertilizer of aerobic fermentation and trace elements to nourish crops, cultivate the crops in a vegetative cultivation manner to provide organic materials needed for the crops whenever necessary, improve the soil structure to minimize the impact of extreme weather on the crops, and thereby create a harmonious agricultural environment to produce quality products. (IV) We provide our Laopi Tea Farm as an internship workplace for the students of relevant agricultural departments in universities to help them understand the operations relevant to the industry and prepare for seeking employment early. We have cooperated with National Pingtung University of Science and Technology. In 2020, there were 10 students from the Department of Plant Industry and 1 student in the Master Program for Plant Medicine and Good Agricultural Practice participating in the summer internship. (V) We provide our Laopi Tea Farm as a place for universities, colleges, the research units of the Council of Agriculture to research and discuss the development of agricultural techniques in order to enhance the agricultural techniques in Taiwan. The Director of the Tea Division, Chih- Min Teng was engaged by the College of Agriculture, National Pingtung University of Science and Technology to serve as an advisory member (employment period: 2019.08.01~2020.07.31) of the College Affairs Development Committee to participate in the college development plan for 2015-2020 of the College of Agriculture and provide assistance. (VI) On December 5, 2019, Chairman Ching-Yuan Wu and the principal of National Pingtung University of Science and Technology, Chang-Hsien Tai, signed an agreement for a strategic alliance in the hope to improve Taiwanese tea through industry-academia collaboration and multidisciplinary integration with respect to the training of tea-making talents, tea tree planting management, and R&D of tea products to achieve a win-win outcome. 1. We cooperated with the Department of Plant Industry of National Pingtung University of Science and Technology to launch the education program of “Master in Tea Industry” with a period of 6 weeks in 2020. 2. In 2020, the teachers and students from the Department of Biomechatronics Engineering visited Laopi Tea Farm for the nursery (the environment and method of growing seedlings), the pump station (the operational procedures of the drip irrigation system), tea tree pruning machines (tea tree pruning), the tea farm (observing the condition of tea plants), and the tea

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary (Note 2)
factory (understanding tea-making equipment and procedures); the teachers and students from the Department of Plant Medicine visited Laopi Tea Farm to carry out field research and teaching regarding plant pests and understand our agricultural management (the Company's milestones and philosophies), the pump station (the operational procedures of the drip irrigation system), and the tea farm (observing the condition of tea plants); the teachers and students from the Department of Soil and Water Conservation accompanied by our responsible technician visited Laopi Tea Farm to understand our soil and water conservation facilities through on-site demonstration. (VII) Laopi Tea Farm is provided for the [New South-bound International Programs of Industry- Academia Collaboration] as an internship workplace. We have collaborated with the Department of Biomechatronics Engineering International Youth Short-Term Training Program of National Pingtung University of Science and Technology. There was 1 Thai student with an internship at the Tea Farm in 2020. (VIII) For the “2020 Interdisciplinary Collaboration Program for the Industrial Development of the Rural Area in Taitung” organized by the Taitung Branch, Soil and Water Conservation Bureau, Council of Agriculture, Executive Yuan, a group of 42 staff members visited our Laopi Tea Farm to understand and learn from the experience of smart farming and production on September 7, 2020. (VII) Our Pingtung Branch Office has been presented with the award of “Excellent Unit Employing Workers with Disabilities in Pingtung County” by the Pingtung County Government for 3 consecutive years since 2018 to acknowledge our efforts to actively employ disabled workers, which was in line with the government's policy. (VIII) We have been devoted to the integration of the production and sales of tea leaves to ensure the safety of food sources. With the idea of “land protection” in mind, we have progressively increased the area for planting in our organic tea and coffee farms while maintaining the environment and ecology. Moreover, through a long-term investment in personnel training, we have trained our technicians effectively. Our products that have been repeatedly recognized by the jury in various tea evaluations are shown as follows: 1. We participated in the “2020 National and Miaoli County Oriental Beauty Tea Evaluations”. For the Miaoli County Oriental Beauty Tea Evaluation, we won the second prize, third prize, third-plum award, second-plum award, and first-plum award; for the National Oriental Beauty Tea Evaluation, we won the third reward of the first prize, first prize, second prize, third prize, second-plum award, and first-plum award. 2. We participated in the [2020 Quality Miaoli Black Tea Evaluation] and won the first prize, golden prize, silver prize, etc.. 3. We participated in the 2020 National Royal Sung Hung Small-leaf Black Tea Evaluation

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Implementation (Note 1) Differences with the Corporate Social Responsibility Best Item for evaluation Practice Principles for Yes No Summary (Note 2) TWSE/GTSM Listed Companies and reasons thereof (National Black Tea Evaluation) and won the first prize, golden prize, and the prize for excellence. 4. We participated in the 2020 Sun Moon Lake Black Tea - TTES No. 21 Evaluation and won the golden prize, and the prize for excellence. (IX) The Company's CSR reports can be found at: http://mops.twse.com.tw/mops/web/t100sb11 https://www.ttch.com.tw/zh/responsibility/csr The Company is one of the listed companies and is well aware of the importance of corporate sustainable operation. We have the social responsibility to take care of our employees, protect the human rights of our personnel, and maintain the health of consumers. In addition to pursuing profits by devoting ourselves to the operation of the Company, we also value the rights and interests of consumers. We will uphold the management philosophies of “co-existence with the land” and “health, leisure, environment” to carefully select quality products for distribution and produce safe, health, excellent and reliable products for consumers.

• Note 1: If the “Implementation” is specified as “Yes,” please describe the key policies, strategies and measures taken and the current progress; if the “Implementation” is specified as “No,” please provide reasons and explain any policy, strategy and measure planned for the future.

• Note 2: If the Company has prepared a corporate social responsibility report, the “Summary” may be completed by providing a reference to the CSR report and an index page.

• Note 3: The “materiality principle” refers to environmental, social and corporate governance issues that are of material impacts to the Company’s investors and other stakeholders.

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(VI) Implementation of ethical corporate management, differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof

Item for evaluation	Implementation(Note1)	Implementation(Note1)	Implementation(Note1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
	Yes	No	Summary
I. Establishment of ethical management policies and programs (I) Does the Company establish ethical corporate management policies that are adopted by the Board of Directors and explicitly state such policies and the practice thereof in its Articles of Incorporation and external documents? Do the Board of Directors and top management actively fulfill their commitments to implementing the management policies?	V		(I) 1. The Company established the “Ethical Management Best Practice Principles” at the 17th meeting of the 19th Board of Directors, and then disclosed the same on the Company's website and MOPS after the Principles were adopted at the annual meeting of shareholders in 2011. The Company amended the provisions of the Principles at the 6th meeting of the 21st Board of Directors in accordance with regulations and submitted the amended provisions to the annual meeting of shareholders in 2015. On July 5, 2019, the amended provisions were adopted at the 20th of the 22nd Board of Directors and submitted to the annual meeting of shareholders in 2020 for	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
(II) Does the Company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly with the inclusion of the prevention measures against each behavior specified in Article7, Paragraph 2 of the	V		reporting. 2. We report the implementation of ethical management and reaffirm our determination to conduct “ethical management” and implement “corporate governance” to the Board of Directors on an irregular basis (at least once a year). 3. When signing contracts with customers, the Company informs them they are required to observe the “honesty and integrity” agreement. (II) We have formulated in our “Ethical Management Best Practice Principles” the preventive measures against the business activities specified in Article7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” or those within their business scope which are at a higher risk of being involved in unethical conduct. In addition, we have	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
“Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? (III) Does the Company specify the operating procedures,	V		established an effective accounting system and internal control system, and reviewed them irregularly to ensure the effectiveness of these systems. To actively prevent unethical conduct, the Company formulated the “Report and Complaint System for Violation of Ethical Management” on January 15, 2015, and resolved at the 19th meeting of the 22nd Board of Directors on June 13, 2019 to establish the “Procedures for Ethical Management and Behavior Guidelines” pursuant to the relevant regulation of the Company's Ethical Management Best Practice Principles to provide the Company's directors, managerial officers, employees and substantial controllers with clear directions for the performance of their duties. The Guidelines have been announced and given effect. (III) The Company formulated the “Report and Complaint	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
behavior guidelines, discipline of violation and complaint system in the prevention program for unethical conduct, and implement the program accordingly? Does the Company regular review and modify the program mentioned above?			System for Violation of Ethical Management” on January 15, 2015, resolved at the 19th meeting of the 22nd Board of Directors on June 13, 2019 to establish the “Procedures for Ethical Management and Behavior Guidelines,” and disclosed the relevant regulations on the Company’s website and MOPS. The management has also been clearly informed that if there is any decision or transaction that is likely to involve a conflict of interest of directors or managerial officers, such director or managerial officer shall not participate in the process of the decision or voting.
II. Implementation of ethical management (I) Does the Company have the integrity record of the trading counterparty assessed and the clauses of ethical conduct expressed in the contract signed between them?	V		(I) Prior to any business transactions, the Company shall take into consideration the legality of the counterparts and whether they have any record of unethical conduct, and shall avoid any dealings with persons so involved. All	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
(II) Does the Company establish a specific unit for the Board of Directors to promote corporate ethical management and regularly (at least once a year) report the ethical management policy, prevention program of unethical conduct and implementation status of supervision to the Board of Directors? (III) Does the Company have policies against conflicts of	V V		important contracts between the Company and others shall include ethical management policies. (II) To achieve sound ethical corporate management, the Secretariat Office, Board of Directors, a specific unit for the Board of Directors, shall be responsible for establishing ethical management policies and prevention programs and supervising the implementation thereof together with the Human Resources Department and Legal Affairs Department. The Secretariat Office, Board of Directors shall report the implementation status of ethical management, including the relevant training and guidance of regulations, to the Board of Directors irregularly (at least once) every year. (The implementation status was reported to directors at the 6th, 7th, and 8th meetings of the 23rd Board of Directors. ) (III) All important contracts between the Company and	No difference The Company has disclosed the organizational structure and functional operation of the ethical management on the website. No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
interest, provide appropriate reporting channels, and implement them? (IV) Does the Company establish an effective accounting system and internal control system to implement ethical management? Does the internal audit unit draft relevant audit plans based on the results of the unethical conduct risk assessment? Is the compliance of the prevention program for the unethical conduct audited accordingly by the internal audit unit or committed accountants?	V		others shall include ethical management policies. If the trading counterpart is discovered to be engaged in unethical conduct, the Company may terminate or rescind the contract at any time. A system for avoidance of conflict of interest of directors has been specified in our Rules and Procedures of Board of Directors Meetings. (IV) We have established effective systems for accounting and internal control. The auditors of the Company have examined the compliance with these systems. The “Regulations on Risk Management Policies and Procedures of Taiwan Tea Corporation” was established in 2020 and then submitted to the 8th meeting of the 23rd Board of Directors on November 12, 2020 for adoption to strengthen the audits and prevent unethical conduct. In addition, the implementation status of the risk management in 2020 was reported to directors at the	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
(V) Does the Company regularly organize internal and external training regarding ethical management?	V		9th meeting of the 23rd Board of Directors on January 21, 2021. (V) We have regularly organized internal and external training regarding ethical management since 2014. Moreover, we have collaborated with the Intellectual Property Right Protection Service Team of the Ministry of Economic Affairs since 2018 for three consecutive years to invite Attorney Ruey-Sen Tsai of Lee and Li, Attorneys-at-Law and Professor Fa-Chang Cheng of a national university of science and technology to give lectures on the topic of “Trading Secrets and Trademarks” in order to help our employees understand more about the regulations on the protection of intellectual property rights. To enhance corporate information safety and reinforce risk management in response to the policy of the competent authority, an investigator from the Taipei City Field Division, Minister	No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
			of Justice Investigation Bureau, was invited to be the speaker of the lecture on “Corporate Anti-Corruption” to share actual cases and provide our employees with correct actions for information safety protection so as to ensure the confidentiality of our data and the protection of personal data. In 2020, we organized internal and external training courses (including insider trading prevention, ethical management legal compliance, food safety and health management and inspection, accounting system, labor laws and regulations, and internal control) in relation to ethical management; a total of 136 people participated in these courses, totaling 410.5 hours. We also convey the importance of ethical management to our employees and management in internal training on an irregular basis.
III. Operation of the Company’s whistleblowing system

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
(I) Does the Company establish a specific whistleblowing and rewarding system, and provide convenient reporting channels, and have competent personnel assigned to deal with such issues? (II) Does the Company establish standard operating procedures for investigation of matters reported by whistleblowers, measures to be taken following the conclusion of the investigation, and relevant mechanisms for confidentiality? (III) Does the Company take any measures to protect whistleblowers from improper treatment as a result of their whistleblowing?	V V V		(I) We established the “Report and Complaint System for Violation of Ethical Management” on January 15, 2015. Personnel have been assigned to deal with reported matters according to the level to which the matter belongs. If the matter reported by the whistleblower is found to be true during the investigation and the whistleblowing has a great contribution to the Company, the whistleblowing will be reported to the Chairman and rewards may be granted to the whistleblower. (II) The Company has specified in the “Report and Complaint System for Violation of Ethical Management” the investigation procedures classified as Level A, B and C and confidentiality mechanisms. (III) We have taken protection measures for whistleblowers and allowed anonymous reporting to prevent them from being treated	No difference No difference No difference

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
			improperly as a result of whistleblowing.
IV. Enhancing information disclosure Does the Company have the contents of its ethical management best practice principles and the implementation thereof disclosed on its website and MOPS?	V		We have disclosed our “Ethical Management Best Practice Principles” on our website athttps://www.ttch.com.tw/zh/gove rnance/governanceand on the MOPS.	No difference
V. If the Company has established its own ethical management best practice principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” please describe any difference between the implementation and its ethical management best practice principles: None.
VI. Other important information useful to the understanding of the Company's implementation of ethical management: (e.g. the Company's review and amendment of the ethical management best practice principles established thereby) (I) We amended the provisions of the “Ethical Management Best Practice Principles” according to the Letter Tai-Zheng-Zhi-Li-Zi No.1030022825 issued by the Taiwan Stock Exchange. The amended provisions were adopted at the 6th meeting of the 21st Board of Directors and reported at the annual meeting of shareholders in 2015. On July 5, 2019, the provisions amended pursuant to the Letter Tai-Zheng-Zhi-Li-Zi No.1080008378 were adopted at the 20th of the 22nd Board of Directors and then reported at the annual meeting of shareholders in 2020. (II) To implement ethical management policies and actively prevent unethical conduct, the “Procedures for Ethical Management and Behavior Guidelines” were adopted at the 19th meeting of the 22nd Board of Directors on June 13, 2019 to provide the Company's directors, managerial officers, employees and substantial controllers with clear directions for the performance of their duties. (III) The Company has internal control and audit systems in place, fulfills requirements in relation to corporate governance, strengthens the function of the Board of Directors, allows independent directors to exert their functions, improves information transparency, and maintains shareholders’ equity. Our employees, managerial officers and directors are also required to follow our ethical management policies.

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Item for evaluation	Implementation (Note 1)	Implementation (Note 1)	Implementation (Note 1)	Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies andreasons thereof
	Yes	No	Summary
(IV) Each of our employees has signed an “employee employment contract” with the Company. With respect to ethical management, the regulations to prohibit receiving endowments, rebates or commissions have been specified in the contract. We have also established the “Code of Conduct or Ethics for Employees” and “Code of Conduct for Directors and Managerial Officers.” (V) In addition to the “Guidelines for Supplier Management,” when signing a contract with a supplier, we also attach the “Honesty and Integrity Agreement of Taiwan Tea Corporation” specifying that our employees and the supplier shall maintain a high standard of self-discipline and integrity and observe the ethical management policies when doing business.

Note 1: No matter whether the “Yes” or “No” box is checked, the implementation shall be described in the Summary field.

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(1)The Code of Ethical Conduct for Directors and Managerial officers

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 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,

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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) 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 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

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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.

(2) Report and Complaint System for Violation of “Ethical Management”

I. General provisions

1. The System is established to govern the professional conduct of the directors, supervisors, management personnel, and employees of the Company, and encourage them to strictly observe relevant laws, industry regulations and guidelines, professional ethics, and the rules and bylaws of the Company to create good practices of integrity, diligence, and professionalism, and avoid the occurrence of any conduct that may affect the interests of the Company and shareholders.

2. The “whistleblowing” referred to in the System means that any unit or person reports or discloses to the Company any conduct in violation of the “ethics management” of the Company or the Code of Ethics Conduct regarding the “conduct or ethics” of the employees or any conduct affecting the interests of the Company in an open or non-open form.

3. The whistleblower and informed party include the top management personnel, each branch and department, and all the employees to the extent of covering all the business management and development matters.

4. All the whistleblowing information is confidential to the informed party to protect the whistleblower. The whistleblowing case involving any top managerial officer of the Company will be communicated to the Audit Office to protect the whistleblower's interests.

5. II. Scope of whistleblowing

6. The conduct violating the company's financial system or attempting to manipulate the company's financial statements, such as any direct or indirect influence of the management or any employee on the authenticity and correctness of the financial statements.

7. The conduct violating the law, order, or rule applicable to the Company.

8. The Conduct violating the policy, system, or code of ethics of the Company.

9. The Conduct pursuing improper gains or taking or offering commercial bribes in violation of the integrity in business operation.

10. The corrupt conduct of the management or any employee in any form.

11. The conduct of any other kinds affecting the interests of the Company.

12. III. Whistleblowing approach

The whistleblower may report violations by letter or email or in a face-to-face manner

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using the real name.

1. Mail address: 15F., No. 3, Park St., Nangang Dist., Nankang Software Park, Taipei City

2. Email: 999@ttch.com.tw

3. Internal acceptance unit: Chairman Office

4. The Company makes the whistleblowing methods public via announcement or other approaches. Whistleblowers may report violations using the announced methods.

5. IV. Whistleblowing handling process

6. Acceptance

   • (1) Dedicated whistleblowing handling personnel are appointed in the Chairman Office. All whistleblowing matters, including relevant emails, letters, or interviews, shall be recorded and filed properly. Relevant emails shall be printed out for filing purposes. Letters shall be retained together with the envelopes.

   • (2) After recording the whistleblowing matters, the whistleblowing handling personnel shall ensure whether they meet the investigation requirements.

   • (3) For the whistleblowing matters that do not meet the investigation requirements, the whistleblowing handling personnel shall record the reasons, submit them to the Chairman for approval, and keep them in the archives.

7. Investigation

   • (1) For the whistleblowing matters that meet the investigation requirements, the Chairman designates a project leader for the whistleblowing case to form a project team and handle the case based on the following grades:

Grade A:

For the whistleblowing case involving any director, supervisor or management team of the Company, or any matters that are serious in nature, make initial investigation and judgment of the complaints and take the following actions if the circumstances concerned are basically true:

1. For the whistleblowing case involving the discipline violating conduct of any director against the Articles of Incorporation or the “Ethical Management Best Practice Principles” of the Company, report to a supervisor of the Company to decide the investigation method and put forward handling proposals based on the result of the investigation.

2. For the whistleblowing case involving the discipline violating conduct of any top management personnel against the Articles of Incorporation or the “Ethical Management Best Practice Principles” of the Company, report to the Chairman of the Company to decide the investigation method and put forward handling proposals based on the result of the investigation.

3. For the whistleblowing case involving the discipline violating conduct of any supervisor against the Articles of Incorporation or the “Ethical Management Best Practice Principles” of the Company, report to the Board of Directors of the Company to decide the investigation method, report to the shareholders’

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meeting, and put forward handling proposals based on the result of the investigation.

1. For the whistleblowing case involving any management deficiencies or other major faults at the company level, report to the Board of Directors of the Company without delay. The Board of Directors shall decide the investigation method pursuant to the internal control system and requirements of the Company. After the circumstances are ascertained, the unit responsible for the investigation raises the handling and improvement suggestions and proposals, and report the handling status to the Board of Directors of the Company.

Grade B:

Take the following actions for the whistleblowing case in which the circumstances concerned are true and constitute discipline violating conduct but does not involve any director, supervisor, and top management personnel of the Company upon initial investigation and judgment:

1. For the whistleblowing or complaint case involving the discipline violating conduct of any person or any violation of the Company’s “Code of Conduct or Ethics for Employees,” the Chairman Office shall designate personnel to make further investigation and verification of the case, put forward handling proposals based on the result of the investigation, or provide handling suggestions to the unit (department) of the informed party. The unit (department) of the informed party is responsible for handling the whistleblowing. The handling department (unit) shall report the result to the Chairman Office.

2. For the whistleblowing or complaint case involving the management deficiencies or faults of the Company or incident related unit, the Chairman Office notifies the department concerned timely to put forward suggestions or proposals on remedial or rectification measures for the management deficiencies listed in the whistleblowing case. The department concerned shall take remedial or rectification measures in a timely manner for its deficiencies or faults based on the suggestions or proposals and shall report the result to the Chairman Office in time.

Grade C:

If the initial investigation and judgment indicate a whistleblowing or complaint case involving malicious attack, false accusation, or calumniation due to personal animosity, the appropriate punishment will be imposed or the whistleblower will be transferred to the judicial organ depending on the severity of the damage brought about by the effect that the act of the whistleblower on the informed party or the Company.

1. The whistleblower may understand the handling progress of the whistleblowing case through the whistleblowing handling personnel.

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1. The project leader of the whistleblowing case may, if needed, contact the whistleblower through the whistleblowing personnel to acquire more information. Except for special circumstances, the whistleblowing case's project leader shall not contact the whistleblower directly, if possible, to minimize the risk of disclosure of the whistleblower.

2. Investigation results

The Legal Affairs Department of the Company transfers the whistleblowing case that discloses lawbreaking conduct and is found true during the judicial organ investigation.

• V. Appeal

Any internal person of the Company who is punished or is an informed party of a whistleblowing case may file an appeal to ascertain the truth in a way as defined in this article.

• VI. Maintenance of whistleblowing files

• Whistleblowing files mean all the data recording the processes of registration, acceptance, investigation and reporting, including but not limited to paper documentation, audio files, and the data in any other forms.

• After the investigation report is put forward, the project leader shall collect and compile relevant whistleblowing files, transfer them to the whistleblowing handling personnel, and control all the whistleblowing files as confidential documentation.

• VII. Requirements and regulations on whistleblowing

• The whistleblowing handling personnel shall keep confidential properly the information related to the whistleblower. All the matters such as the concrete whistleblowing contents and related investigation tasks shall be handled without disclosing the whistleblower’s identity. The name, department, contact information of the whistleblower shall in no circumstances be made public without the written consent of the whistleblower. The Company shall impose discipline on the whistleblowing handling personnel who violate this article or do not act with the due care of a good administrator depending on the severity of the case.

• Where the whistleblowing handling personnel have the relationship of a relative or friend with the whistleblower or informed party, or the whistleblowing handling personnel or any of their relatives or friends has any interests in the whistleblowing case. There are other circumstances that may affect the whistleblowing case. The whistleblowing personnel shall voluntarily avoid the case. The whistleblower may request avoidance from the handling personnel related to the whistleblowing case.

• The whistleblower shall provide the name and unit of the informed party, the concrete facts of violations, and the circumstances and proofs, and shall be responsible for the whistleblowing contents. No person shall report any violations on behalf of others or use the whistleblowing system to discredit or take vengeance on the informed party. Where an intentional false accusation or calumniation against the informed party is found true,

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the requirements of relevant laws shall apply.

1. The whistleblower shall report the issue using the normal approaches of the Company.

2. Where cooperation of the whistleblower is needed, the whistleblower shall cooperate appropriately and provide correct information, and shall not interfere with the investigation of the whistleblowing case.

3. Relevant departments and personnel shall cooperate appropriately with the whistleblowing handling personnel in the investigation and connection of evidence.

4. No personnel of the Company shall obstruct or suppress whistleblowing cases in any form or take any actions to attack or hurt whistleblowing handling personnel. Where any of the acts above are proved true, the Company will impose discipline or transfer the case to the judicial organ.

5. VIII. Rewards to whistleblowers

6. If what the whistleblower reports is found true during the investigation and has a great contribution to the Company, the whistleblowing will be reported to the Board of Directors. The Chairman may grant rewards depending on the circumstances.

7. IX. Supplementary provisions

The System, and its amendment, take effect upon approval of the Chairman.

(3) Insider Trading Prevention Regulations

• Article 1 To establish a good management system to prevent insider trading, the Company formulated the Regulations in accordance with Article 8 of the “ Regulations Governing Establishment of Internal Control Systems by Public Companies” for compliance.

• Article 2 Definition of insider trading:

• According to Paragraph 1 in Article 157-1 of the Securities and Exchange Act, once any person stated in the subparagraphs under the Paragraph knows any information about a material impact on the price of the stocks of the issuing company, he/she purchases or sells its stocks listed or traded on the Taipei Exchange or the equity-type securities before the information is disclosed or within 18 hours after the disclosure.

• Article 3 Constituent element of insider trading:

• I. Subject: The regulations prohibiting insider trading shall apply to any persons specified in the subparagraphs under Paragraph 1 in Article 157-1 of the Securities and Exchange Act:

  • (1) Insider:

    1. a director, supervisor, and/or managerial officer of the company, and/or a natural person designated by the government or a juristic person to perform duties as a representative. According to competent authorities' interpretation, a “managerial officer” may be a general manager, deputy

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general manager, assistant manager or their equivalents, and may also be a financial officer, accounting officer or any other personnel managing affairs for the company or have the authority to sign on behalf of the company; (Subparagraph 1)

1. shareholders holding more than 10% of the shares of the company. (Subparagraph 2)

2. (2) Quasi-insider:

3. any person who has learned the information because of occupational or controlling relationship:

a company employee, or a lawyer or CPA appointed by the company to handle relevant affairs, who has learned any material information due to the occupational relationship. A quasi-insider may also be a parent company that has learned any material information of any of its subsidiaries due to the controlling relationship.

According to competent authorities' interpretation, a “person who has learned the information because of occupational relationship” includes but not limited to any conventional practitioner including lawyers, CPAs or management consultants and generally may be any person who is able to obtain any information that leads to changes in the price of the stocks of the issuing company by taking advantages of his/her job; (Subparagraph 3)

1. a person who, though no longer among those listed in one of the preceding three subparagraphs, has only lost such status within the last six months. (Subparagraph 4)

(3) Tippee: any person who has learned the information from any of the persons named in the preceding four subparagraphs.

II. “Information that has a material impact on the price of stocks”:

The information refers to any information related to the finance and business affairs of the Company, or the supply and demand of the Company’s securities on the market, or public tender of such securities. The information will have a material impact on the price of the Company’s stocks or will have a material impact on a reasonably prudent investor's investment decision. To clarify the standard for identifying material information, competent authorities enacted the “Regulations Governing the Scope of Material Information and the Means of its Public Disclosure” on May 30, 2006.

These Regulations specify the scope for 19 types of material information, including the information relating to any material transaction of public offering and issuance or private placement of equity-type securities, capital reduction, corporate merger, acquisition, or split, share exchange, conversion, or transfer of

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shares from others, direct or indirect investment project; occurrence of a significant event of internal control-related malpractice, irregular transactions, or defalcation of the Company’s assets; an error or omission in a financial report prepared by the Company, with respect to which relevant regulations require a correction to and further a restatement of the financial report; the situation that the Company’s securities traded on the centralized securities exchange market are subject to an event of bidding, auctioning, material default in settlement, change of the original method of trading, or suspension, limitation, or termination of trading, or that there is any circumstance that may lead to any such event.

• III. Knowing possession:

refers to a subject who has learned any material information of the Company, for example, Director Mr. A learns that the board of director adopts the proposal for suspending the business of Company E due to his attendance at the meeting.

• IV. Timing of purchase or sale:

The said Director Mr. A purchases or sells the stocks of Company E after he learned the material information and before disclosure of such information or within 18 hours after the disclosure.

• V. Subject of purchase or sale:

• including listed, OTC, or emerging stocks, or other equity-type securities such as convertible corporate bonds.

Article 4 Criminal and civil liabilities for illegal insider trading:

1. Criminal liability:

Any person violating the regulations prohibiting insider trading may be sentenced to imprisonment not less than 3 years but not more than 10 years and may also be punished by a fine over NT$10,000,000 but not to exceed NT$200,000,000 in accordance with Paragraph 1 in Article 171 of the Securities and Exchange Act; if the stability of the securities market is harmed, the punishment shall be increased by one-half.

If the proceeds seized from crime by the person reach more than NT$100,000,000, the person shall be sentenced to a term of imprisonment not less than 7 years and be punished a fine over NT$25,000,000 but not to exceed NT$500,000,000 according to Paragraph 2 in the same article; if the stability of the securities market is harmed, the punishment shall be increased by one-half.

1. Civil liability:

Subject to Paragraph 2 in Article 157-1 of the Securities and Exchange Act, any person in violation of the regulations prohibiting insider trading shall be held liable to trading counterparts who on the day of the violation undertook the opposite-side trade with bona fide intent, for damages in the amount of the

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difference between the price of securities bought or sold by the said counterpart who may claim for compensation and the average closing price for ten business days after the date of public disclosure. The court may, upon the request of the counterpart, treble the damages payable by the said violators should the violation be of a severe nature; the court may also reduce the damages where the violation is minor.

• Article 5 Regulations on Insider Trading Prevention Management:

• Establish and maintain insider information.

• File the information about the shareholding of insiders.

• Learn if there is any abnormity in the changes in the insiders’ shareholding.

• Discuss the solution for discovered abnormities with relevant departments.

• Strengthen the promotion of insider trading.

• Conform to the principle of material information disclosure.

• Article 6 Where there are any matters that are not covered in the Regulations, they shall be subject to the Securities and Exchange Act.

• Article 7 The Regulations shall take effect after the Chairman's approval, and the same shall apply to any amendments thereto.

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(VII) Query methods of the Company’s corporate governance principles and related rules

In addition to establishing the Corporate Governance Best Practice Principles pursuant to laws and regulations, we irregularly make public the financial and business information on MOPS and disclose related financial information, important resolutions of the Board of Directors, and relevant rules on our website for the investors to enquire.

Query method:

1. MOPS

(http://mops.twse.com.tw/mops/web/index) under the “Establishment of Related Rules and Regulations on Corporate Governance” in the “Corporate Governance” tab. The documents are available for download.

1. The website of the Company

(https://www.ttch.com.tw/zh/governance/governance)

(VIII) Other information that useful for understanding more about the implementation status of corporate governance.

1. Acquisition of certificates by the Company’s personnel related to transparency of financial information

of financial information
Certificate acquired	Issuer	Number of personnel
Certified Internal Auditor	The Institute of Internal Auditors - Chinese Taiwan	2
Internal control personnel	Securities and Futures Institute	6
Share affairspersonnel	Securities and Futures Institute	1

1. The Company establishes the “Insider Trading Prevention Regulations” and “Important Information Handling Regulations” as a basis for us to deal with and disclose important information. We review both regulations on an irregular basis to ensure their compliance with applicable laws and practices. SOP documents with regard to the aforementioned two regulations are prepared and announced on our website for managerial officers and employees to look up whenever necessary. We also irregularly notify the employees about important information and related matters to which attention shall be paid.

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1. We report the implementation status of insider trading prevention to the Board of Directors on an irregular basis every year (at least once). For more information on the dissemination of prevention from participation of directors and managerial officers in insider trading in 2020 and related educational training courses, please refer to Pages 110114 and 215-217 of the Annual Report. The information on concrete implementation of prohibition from insider trading is disclosed on our website.

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(IX) Implementation of the internal control system

1. Declaration on internal control

Internal Control System Declaration of Taiwan Tea Corporation

Taiwan Tea Corporation Internal Control System Declaration

Date: March 18, 2021

Based on the result of self-inspection of the Company's internal control system in 2020, we hereby declare the following:

• I. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibility of the Board of the Directors and managerial officers. Such a system has been established. The purpose of this system is to provide reasonable assurance in terms of business performance, efficiency (including profitability, performance, and asset security), reliable, timely and transparent financial reporting, and compliance with relevant regulations and laws.

• II. There are inherent limitations to even the most well-designed internal control system. Therefore, an effective internal control system can only reasonably assure achievement of the three goals mentioned above. Furthermore, changes in the environment and circumstances may all affect the effectiveness of the internal control system. However, the internal control system of the Company features a self-monitoring mechanism that allows us to immediately take corrective actions upon identification of any deficiencies.

• III. The Company has assessed the effectiveness of the design and implementation of the internal control system based on the criteria for examining the effectiveness of internal control systems specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The criteria for examining the effectiveness of internal control systems in the “Regulations” divide an internal control system into five components based on the processes of management and control: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communication, and 5. monitoring operation. Each component elements includes several item. Please see “Regulations” for the aforementioned items.

• IV. The Company has adopted the aforementioned criteria to examine the effectiveness of the design and implementation of the internal control system.

• V. Based on the result of the assessment described above, the Company considers the design and implementation of the internal control system to be effective as at December 31, 2020. This system (including the supervision and management of subsidiaries) has provided reasonable assurance with regard to the Company’s business results, target accomplishments, reliability, timeliness and transparency of reported financial information, and compliance with relevant laws and regulations.

• VI. This declaration constitutes part of the Company’s annual report and prospectus, and shall be disclosed to the public. Any illegal misrepresentation or concealment in the public statement above is subject to the legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

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• VII. This declaration was adopted by the Board of Directors on March 18, 2021 without any objections from the 13 attending directors. The contents of the declaration were unanimously agreed by the directors.

Taiwan Tea Corporation

Chairman: Ching-Yuan Wu signature

General Manager: Chin-Yen Lin signature

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1. If a CPA is entrusted to perform a special audit on the internal control system, the audit report shall be disclosed: None.

(X) If there has been any legal penalty against the Company or the internal personnel thereof, or any disciplinary penalty by the Company against the internal personnel thereof for violation of the internal control system, in the most recent year up to the publication date of this annual report, where the result of such penalty could have a material impact on shareholders’ equity or securities prices, the penalty, main deficiencies, and improvement thereof shall be disclosed

None.

(XI) Major resolutions at shareholders meetings and Board of Directors meetings in the most recent year up to the publication date of this annual report:

1. Major resolutions at the annual meeting of shareholders in 2020 and implementation thereof:

Meeting date	Summary of major proposals	Resolution	Implementation
2020.06.11	2019 operational financial statements (including the business report, financial statements and individual financial statements)	Voting results: 459,968,869 affirmative votes, accounting for 84.02％of the total votes represented by the attending shareholders in the voting. 94,043 dissenting votes (0.01％) 87,361,976 votes abstained/not voted (15.95%) Invalid votes represented by shareholders present: 0 (0％) The number of affirmative votes exceeded the number required by law. The proposal was passed asproposed.	Transfer to relevant accounts pursuant to the resolution.
	Earning distribution and loss reimbursement for 2019	Voting results: 460,715,769 affirmative votes, accounting for 84.14% of the total votes represented by the attending shareholders in the voting. 91,685 dissenting votes (0.01％) 86,730,434 votes abstained/not voted (15.84%) Invalid votes represented by shareholders present: 0 (0％) The number of affirmative votes exceeded the number required by law. The proposal was passed asproposed.	The proposal has been implemented in accordance with the resolution made by the shareholders’ meeting.

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1. Major resolutions at Board of Directors meetings in 2020 up to the publication date of this annual report:

2. (1) Major resolutions at Board of Directors meetings in 2020 and 2021 include:

Meetingdate	Meetingtype	Major resolution
2020.01.16	23rd Board of Directors 4th meeting	＊Report of matters related to corporate governance. 1. Proposal of the Companys 2020 business plan and budgets was adopted. 2. Proposal of the policy of remuneration payment for directors and managerial officers recommended by the Compensation Committee in 2020 was adopted. 3. Proposal for approval of distribution of the Chairman’s 2019 year- end bonus was adopted. 4. Proposal for approval of distribution of the 2019 year-end bonus for the Companys managerial officers was adopted.
2020.03.16	23rd Board of Directors 5th meeting	1. Proposal of the 2019 business report and separate financial statements was adopted. 2. Proposal for earning distribution and loss reimbursement for 2019 was adopted. 3. Proposal for annual assessment of the independence of the Companys CPAs was adopted. 4. Proposal for appointment of the Companys CPAs and remuneration thereto was adopted. 5. Proposal of the Companys “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2019 was adopted. 6. Proposal of matters related to the annual meeting of shareholders in 2020 and for the determination of the last day for transfer of registration and the book closureperiod was adopted.
2020.05.12	23rd Board of Directors 6th meeting	＊Report of the Company’s 2020 Q1 separate financial statements. ＊Report of the 6th Corporate Governance Evaluation. ＊Establishment of the “Intellectual Property Rights Management Regulations” and report of the implementation thereof. 1. Proposal for the Company’s bank loans was adopted. 2. Proposal for amendment of the Companys “Regulations Governing the Preparation of Financial Statements” was adopted.
2020.08.12	23rd Board of Directors	＊Report of the separate financial statements for the first half of 2020. ＊Report of the Company’s implementation of ethical management.

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Meetingdate	Meetingtype	Major resolution
	7th meeting	＊Report of renewal of the liability insurance for directors and supervisors in 2020. ＊Report of matters related to corporate governance. 1. Proposal for the Company’s bank loans for the purpose of increasing medium-term workingcapital was adopted.
2020.11.12	23rd Board of Directors 8th meeting	＊Report of the 2020 Q3 separate financial statements. ＊Report of the implementation of ethical management. ＊Report of matters related to corporate governance.  Report of preparation of the “Taiwan Tea Corporation’s 2019 CSR Report.”  Report of the prizes won by the Company in the 2020 black tea evaluation. 1. Proposal for the Company’s bank loans was adopted. 2. Proposal of the Company’s 2021 audit plan was adopted. 3. Proposal for establishment of the Companys “Regulations on Risk Management Policies and Procedures” was adopted. 4. Proposal for rental of shops for business use from a related party, Shan Young Assets Management Co., Ltd., for operational needs was adopted.
2021.01.21	23rd Board of Directors 9th meeting	＊Report of matters related to corporate governance.  Report of the performance evaluation of the Board of Directors.  Report of the implementation of risk management in 2020. 1. Proposal of the Companys 2021 business plan and budgets was adopted. 2. Proposal of the policy of remuneration payment for directors and managerial officers recommended by the Compensation Committee in 2021 was adopted. 3. Proposal for transfer of the manager of the Pingtung Branch Office was adopted. 4. Proposal for approval of distribution of the 2020 year-end bonus for the Companys managerial officers was adopted. 5. Proposal for approval of distribution of the Chairman’s 2020 year- end bonus was adopted.
2021.03.18	23rd Board of Directors 10th meeting	＊Report of matters related to corporate governance.  Report of the implementation of the performance evaluation of the Board of Directors in 2020.

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Meetingdate	Meetingtype	Major resolution
		1. Proposal of the 2020 business report and separate financial statements was adopted. 2. Proposal for earning distribution and loss reimbursement for 2020 was adopted. 3. Proposal for annual assessment of the independence of the Companys CPAs was adopted. 4. Proposal for appointment of the Companys CPAs and remuneration thereto was adopted. 5. Proposal for amendment of the provisions of the “Code of Ethical Conduct for Directors and Managerial Officers” was adopted. 6. Proposal for amendment of the provisions of the “Rules for the Directors Election” was adopted. 7. Proposal of the Companys “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2020 was adopted. 8. Proposal of matters related to the annual meeting of shareholders in 2021 and for the determination of the last day for transfer of registration and the book closure period was adopted.

(2) Resolution:

Passed as proposed by all attending directors and independent directors.

• (3) Implementation: All proposals have been implemented pursuant to the resolution.

• Major resolutions at Audit Committee meetings in 2020 up to the publication date of this annual report:

• (1) Major resolutions at Audit Committee meetings in 2020 and 2021 include:

Meeting date	Meeting type	Major resolution
2020.01.16	2nd Audit Committee 3rd meeting	＊Internal audit report 1. Proposal of the Company's 2020 business plan and budgets was adopted.
2020.03.16	2nd Audit Committee 4th meeting	＊Internal audit report 1. Proposal of the 2019 business report and separate financial statements was adopted.

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Meeting date	Meeting type	Major resolution
		2. Proposal for earning distribution and loss reimbursement for 2019 was adopted. 3. Proposal for appointment of the Company's CPAs and remuneration thereto was adopted. 4. Proposal of the Company's “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2019 was adopted.
2020.05.12	2nd Audit Committee 5th meeting	Internal audit report ＊Report of the Company’s 2020 Q1 separate financial statements. 1. Proposal for amendment of the Companys “Regulations Governing the Preparation of Financial Statements” was adopted.
2020.08.12	2nd Audit Committee 6th meeting	Internal audit report ＊Report of the Company’s separate financial statements for the first half of 2020. ＊Report of matters related to corporate governance.
2020.11.12	2nd Audit Committee 7th meeting	Internal audit report ＊Report of the Company’s separate financial statements for the first three quarters in 2020. 1. Proposal of the Company’s 2021 audit plan was adopted. 2. Proposal for establishment of the Companys “Regulations on Risk Management Policies and Procedures” was adopted. 3. Proposal for rental of shops for business use from a related party, Shan Young Assets Management Co., Ltd., for operational needs was adopted.
2021.01.21	2nd Audit Committee 8th meeting	＊Internal audit report 1. Proposal of the Company's 2021 business plan and budgets was adopted.
2021.03.18	2nd Audit Committee 9th meeting	＊Internal audit report 1. Proposal of the 2020 business report and separate financial statements was adopted. 2. Proposal for earning distribution and loss reimbursement for 2020 was adopted. 3. Proposal for appointment of the Company's CPAs and remuneration thereto was adopted. 4. Proposal of the Company's “Effectiveness evaluation of the internal

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Meeting date	Meeting type	Major resolution
		control system” and “Internal Control System Declaration” for 2020 was adopted. 5. Proposal for amendment of the provisions of the “Code of Ethical Conduct for Directors and Managerial Officers” was adopted.

(2) Resolution:

Passed as proposed by all independent directors.

• (3) Implementation: All proposals have been implemented pursuant to the resolution after being submitted to the Board of Directors for review.

(XII) If any directors or supervisors (audit members) express dissent or reservation, which has been recorded or is delivered in writing, over any major resolutions made by the Board of Directors in the most recent year up to the publication date of this annual report, the contents of such resolutions shall be disclosed

None.

(XIII) Resignation or discharge of the Company’s Chairman, General Manager, and chief accounting, financial, internal audit, corporate governance and R&D officers in most recent year up to the publication date of this annual report

None.

Note: The personnel related to the Company as mentioned above refers to the Chairman, General Manager, chief accounting, financial, internal audit, corporate governance or R&D officers.

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V. Information about CPAs’ fees

• (I) Fee range for CPAs

Name of CPA firm	Name of CPA	Name of CPA	Audit period	Remarks
EY Taiwan	Chih-Ming Chang	Chun-Ting Ma	2020/1/1~2020/12/31	No replacement of CPA thisyear

Note: If the Company has changed the CPAs or the CPA firm this year, please indicate the audit period separately, and explain the reason for the replacement in the Remarks field.

Unit: NT$ thousand

Fee category Amount range	Fee category Amount range	Audit fee	Non-audit fee	Total
1	Below NT$ 2,000,000		617	617
2	NT$ 2,000,000 (inclusive) ~ NT$ 4,000,000	2,300		2,300
3	NT$ 4,000,000 (inclusive) ~ NT$ 6,000,000
4	NT$ 6,000,000 (inclusive) ~ NT$ 8,000,000
5	NT$ 8,000,000 (inclusive) ~ NT$ 10,000,000
6	Over NT$ 10,000,000 (inclusive)

Note: Audit fees refer to the fee paid by the Company to CPAs for auditing, reviewing and reexamining financial statements, reviewing financial forecasts, and issuing tax certificates.

Unit: NT$ thousand

Name of CPA firm	Name of CPA	Audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Audit period	Remarks
			System design	Business registration	Human resources	Others (Note 2)	Subtotal
EY Taiwan	Chih-Ming Chang	2,300	0	0	0	617	617	2020/01/01~ 2020/12/31	Other expenses for the CSR report, CSR assurance service and meals during the audit of financial statements.
	Chun-Ting Ma

• Note 1: If the Company has changed the CPAs or the CPA firm this year, please indicate the audit period separately, explain the reason for the replacement in the Remarks field, and disclose audit fees and nonaudit fees paid in sequential order.

• Note 2: Please list the service items for non-audit fees. If the item of “Others” for non-audit fees reaches 25% or more of the total amount of the non-audit fees, the contents of the service shall be disclosed in the Remarks field.

• If fees paid to the CPAs, CPA firm or its affiliated company for non-audit services account for a proportion equal to one-quarter or more of the fees paid for the audit service, the fee for audit and non-audit services as well as the contents of the non-audit service shall be disclosed: None.

• If the CPA firm has been changed and the audit fee paid to the new CPA firm in the year is less than the previous year, the amounts before and after the

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replacement as well as the reasons thereof shall be disclosed: None.

1. If the audit fee decreases by more than 10% YoY, the decreased amount, percentage and reason for the decrease shall be disclosed: None.

VI. Information about the replacement of CPAs

If the Company changed CPAs in the most recent two years and their subsequent periods, the following information shall be disclosed: None.

VII. The Company’s Chairman, General Manager, or managerial officers responsible for handling financial or accounting affairs held a position in the CPA firm or any of its affiliates in the most recent year

None.

VIII. Transfer of equity interests and changes in pledge of equity conducted by directors, supervisor, managerial officers, and shareholders having a shareholding ratio of more than 10% in the most recent year up to the publication date of this annual report

• (I) Changes in equity of directors, supervisors, managerial officers, and major shareholders

Title	Name	2020	2020	As at April 17 of the year	As at April 17 of the year
		Increase (decrease) of shares held	Increase (decrease) of shares pledged	Increase (decrease) of shares held	Increase (decrease) of shares pledged
Chairman	Shan Young Assets Management Co., Ltd.. Representative: Ching-YuanWu	31,278,000	0	5,253,000	0
Director	Chin-Yen Lin	0	0	0	0
Director	AN-MEI Investment Co., Ltd. Representative: Shiou-Chyi Lin	0	0	0	0
Director	DeChuan Development Ltd. Representative: Hsuan-Yu Liao Chen	0	0	0	0
Director	Global International Investment Co., Ltd. Representative: Ling-Chi Chang	0	0	0	0

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Director	Global International Investment Co., Ltd. Representative: Chia-MinChang	0	0	0	0
Director	YSC-MARKETING CO., LTD. Representative: Wei-Lin Shao	0	0	0	0
Director	Shan Young Assets Management Co., Ltd. Representative: Yu-Chang Huang	31,278,000	0	5,253,000	0
Director	WE-FU Investment Co., Ltd. Representative: Chih-Kuang Yen	0	0	0	0
Director	Chou Chin Industrial Co., Ltd. Representative: Lien-Kai Chan	2,740,000	15,200,000	3,177,000	0
President	Chin-Yen Lin	0	0	0	0
Assistant General Manager	Ling-Chu Liu	0	0	0	0
Assistant General Manager	Hsuan-Yu Liao Chen	0	0	0	0
Assistant General Manager	Li-Chuan Kao	0	0	0	0
10%	Shan Young Assets Management Co.,Ltd.	31,278,000	0	5,253,000	0
Independent director	Sheng-Tsheng Lee	0	0	0	0
Independent director	Chung-Ho Sung	0	0	0	0
Independent director	Li-Chi Yeh	0	0	0	0
Chief financial officer	Pei-Chen Huang	0	0	0	0
Chief accounting officer	Pei-Chen Huang	0	0	0	0
Assistant General Manager	Wei-Pin Huang (Date or discharge: 03/01/2021)	0	0	0	0

(II) Information on transfer of equity interests: None.

(III) Information on pledge of equity: There is no counterpart that is a related party with

respect to pledge of equity.

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IX. Information on the Top 10 shareholders in shareholding ratio who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship.

Information on Top 10 shareholders in shareholding ratio who are related parties to each other

April 17, 2021

Name	Shares held by shareholders	Shares held by shareholders	Shares held by spouse and minor children	Shares held by spouse and minor children	Total shares held in the name of others	Total shares held in the name of others	The title or name and relationship of the Top 10 shareholders who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship as referred to in ROC GAAPN. 6.	The title or name and relationship of the Top 10 shareholders who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship as referred to in ROC GAAPN. 6.	Remarks
	Number of shares	Shareholding ratio	Number of Shares	Shareholdi ng ratio	Number of Shares	Shareholdi ng ratio	Title	Relation
Shan Young Assets Management Co., Ltd. Representative: Li- Chu Wu	148,361,000	18.78%	Not applicable.	Not applicable.	0	0%	Nil	Nil
	0	0%	-	-	-	-	Nil	Nil
Taichung Bank Insurance Brokers Co., Ltd. Representative: Ching-Kun Lin	28,416,000	3.60%	Not applicable.	Not applicable.	0	0%	Nil	Nil
	0	0%	-	-	-	-	Nil	Nil
Chou Chin Industrial Co., Ltd. Representative: Kuei-Hsien Wang	21,215,000	2.69%	Not applicable.	Not applicable.	0	0%	China Man- Made Fiber Corporation De-Xing Investment Co., Ltd. Pan Asia Chemical Corp.	The same responsible person
YSC- MARKETING CO., LTD. Representative: Wei-LinShao	20,000,000	2.53%	Not applicable.	Not applicable.	0	0%	Nil	Nil
	0	0%	0	0%	0	0%	Nil	Nil
Chia Yi Development Service Co., Ltd. Representative: Cheng-Hsueh Tsai	18,607,000	2.36%	0	0%	0	0%	Nil	Nil
							Nil	Nil

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Name	Shares held by shareholders	Shares held by shareholders	Shares held by spouse and minor children	Shares held by spouse and minor children	Total shares held in the name of others	Total shares held in the name of others	The title or name and relationship of the Top 10 shareholders who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship as referred to in ROC GAAPN. 6.	The title or name and relationship of the Top 10 shareholders who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship as referred to in ROC GAAPN. 6.	Remarks
	Number of shares	Shareholding ratio	Number of Shares	Shareholdi ng ratio	Number of Shares	Shareholdi ng ratio	Title	Relation
Global International Investment Co., Ltd. Representative: Ling-ChiChang	18,481,000	2.34%	Not applicable.	Not applicable.	0	0%	Nil	Nil
	180,000	0.02%	2,237,000	0.28%	0	0%	Nil	Nil
Chin-Yen Lin	18,000,000	2.28%	0	0%	0	0%	Nil	Nil
China Man-Made Fiber Corporation Representative: Kuei-Hsien Wang	16,175,000	2.05%	Not applicable.	Not applicable.	0	0%	Pan Asia Chemical Corp.	Corporate director of Pan Asia Chemical Corp.
	0	0%	-	-	-	-	Chou Chin Industrial Co., Ltd. De-Xing Investment Co., Ltd. Pan Asia Chemical Corp.	The same responsible person
De-Xing Investment Co., Ltd. Representative: Kuei-Hsien Wang	12,864,000	1.63%	Not applicable.	Not applicable.	0	0%	China Man- Made Fiber Corporation Chou Chin Industrial Co., Ltd. Pan Asia Chemical Corp.	The same responsible person
	0	0%	-	-	-	-
Pan Asia Chemical Corp. Representative: Kuei-Hsien Wang	11,800,000	1.49%	Not applicable.	Not applicable.	0	0%	China Man- Made Fiber Corporation	Corporate director of Pan Asia Chemical Corp.

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==> picture [491 x 303] intentionally omitted <==

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

The title or name and
relationship of the Top 10
shareholders who are
related parties to each
Shares held by Shares held by spouse Total shares held in the other or have a spousal
shareholders and minor children name of others relationship or are
relatives within the
second degree of kinship
as referred to in ROC
GAAP N. 6.
Name Remarks
Number of Shareholding Number of Shareholdi Number of Shareholdi
Title Relation
shares ratio Shares ng ratio Shares ng ratio
China Man-
Made Fiber
Corporation
De-Xing The same
0 0% - - - - Investment responsible
Co., Ltd. person
Chou Chin
Industrial
Co., Ltd.
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X. For the total number of shares held in any single invested business by the Company, its directors, supervisors, managerial officers, and any businesses controlled directly or indirectly by the Company, the comprehensive shareholding ratio is calculated in a consolidated manner

Comprehensive shareholding ratio

manner	Comprehensive shareholding ratio	Comprehensive shareholding ratio	Comprehensive shareholding ratio	Comprehensive shareholding ratio	Comprehensive shareholding ratio	Comprehensive shareholding ratio
	December 31, 2020; Unit: Shares; %
Invested business (Note)	The Company’s investment		Investment by directors, supervisors, managerial officers, and directly or indirectly controlled businesses		Comprehensive investment
	Number of shares	Shareholding ratio	Number of shares	Shareholding ratio	Number of shares	Shareholding ratio
Great Construction System Inc.	3,435,672	34.36%	0	0.00%	3,435,672	34.36%

Note: It refers to the associates of the Company recognized using the equity method.

• 168 -

Four. Fundraising Overview

I. The Company’s capital and shares

(I) Source of capital

1. Source of capital

Date	Issue Price	Authorized Capital	Authorized Capital	Paid-in Capital	Paid-in Capital	Remarks	Remarks	Remarks
		Number of shares	Amount	Number of shares	Amount	Source of capital	Offset by any property other than cash	Others
1995.6	-	291,910,180	2,919,101,800	291,910,180	2,919,101,800	Capitalization of capital reserves NT$583,820,360	Nil	Approved by Letter (84)5, 12 TAI-CAI-ZHENG-(1)-ZI No.28028 on May 12, 1995 from the Securities and Futures Commission,Ministry of Finance
1996.5	-	364,887,725	3,648,877,250	364,887,725	3,648, 877,250	Capitalization of capital reserves NT$729,775,450	Nil	Approved by Letter (85) TAI-CAI-ZHENG-(1)-ZI No.23367 on April 16, 1996 from the Securities and Futures Commission, Ministry of Finance
1997.7	-	695,309,132	6,953,091,320	620,309,132	6,203,091,320	Capitalization of capital reserves NT$2,554,214,070	Nil	Approved by Letter (86) TAI-CAI-ZHENG-(1)-ZI No. 48072 on June 16, 1997 from the Securities and Futures Commission, Ministryof Finance
1997.12	10	695,309,132	6,953,091,320	695,309,132	6,953,091,320	Capital increase in cash NT$750,000,000	Nil	Approved by Letter (86) TAI-CAI-ZHENG-(1)-ZI No.80083 on October 24, 1997 from the Securities and Futures Commission, Ministry of Finance
1998.6	-	1,600,000,000	16,000,000,000	973,432,784	9,734,327,840	Capitalization of capital reserves NT$2,781,236,520	Nil	Approved by Letter (87) TAI-CAI-ZHENG-(1)-ZI No.30758 on April 9, 1998 from the Securities and Futures Commission, Ministryof Finance
1999.6	-	1,600,000,000	16,000,000,000	1,168,119,341	11,681,193,410	Capitalization of capital reserves NT$1,946,865,570	Nil	Approved by Letter (88) TAI-CAI-ZHENG-(1)-ZI No.42884 on May 11, 1999 from the Securities and Futures Commission, Ministry of Finance
2003.8	10	1,600,000,000	16,000,000,000	902,372,191	9,023,721,910	Capital reduction NT$2,657,471,500	Nil	Approved by Letter (92) TAI-CAI-ZHENG-(1)-ZI No.0920122149 on June 19, 2003 from the Securities and Futures Commission,Ministryof Finance
2005.10	10	1,600,000,000	16,000,000,000	649,527,500	6,495,275,000	Capital reduction NT$2,528,446,910	Nil	Approved by Letter JIN-GUAN-ZHENG-YI-ZI No.0940126244 on August 23, 2005 from the Financial Supervisory Commission,ExecutiveYuan
2006.9	3	1,600,000,000	16,000,000,000	696,197,500	6,961,975,000	Private fundraising	Nil	Approved byLetter JING-SHOU-SHANG-ZI

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Date	Issue Price	Authorized Capital	Authorized Capital	Paid-in Capital	Paid-in Capital	Remarks	Remarks	Remarks
		Number of shares	Amount	Number of shares	Amount	Source of capital	Offset by any property other than cash	Others
						(NT$3 per share)		No.09501224630 on October 2, 2006 from the Ministry of
						NT$466,700,000		Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2007.7	10	1,600,000,000	16,000,000,000	720,000,000	7,200,000,000	(NT$10 per share)	Nil	No.09601194420 on August 15, 2007 from the Ministry of
						NT$238,025,000		Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2007.11	10	1,600,000,000	16,000,000,000	730,000,000	7,300,000,000	(NT$10 per share)	Nil	No.09601291090 on November 27, 2007 from the Ministry of
						NT$100,000,000		Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2008.7	10	1,600,000,000	16,000,000,000	775,000,000	7,750,000,000	(NT$10 per share)	Nil	No.09701189950 on July 31, 2008 from the Ministry of
						NT$450,000,000		Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2008.11	4.5	1,600,000,000	16,000,000,000	800,000,000	8,000,000,000	(NT$4.5 per share)	Nil	No.09701293000 on November 14, 2008 from the Ministry of
						NT$250,000,000		Economic Affairs
2009.9	10	1,600,000,000	16,000,000,000	532,000,000	5,320,000,000	Capital reduction NT$2,680,000,000	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.09801177900 on August 10, 2009 from the Ministry of Economic Affairs
2010.1	15	1,600,000,000	16,000,000,000	600,000,000	6,000,000,000	Capital increase in cash NT$680,000,000	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.09901075350 on April 21, 2010 from the Ministry of Economic Affairs
2011.6	17.8	1,600,000,000	16,000,000,000	618,224,581	6,182,245,810	Replacement of convertible bonds by new shares NT$182,245,810	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10001164950 on July 21, 2011 from the Ministry of Economic Affairs
2011.9	17.8	1,600,000,000	16,000,000,000	629,550,386	6,295,503,860	Replacement of convertible bonds by new shares NT$113,258,050	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10001242220 on October 20, 2011 from the Ministry of Economic Affairs
2011.11	16-20	1,600,000,000	16,000,000,000	616,440,386	6,164,403,860	Repurchase of treasury stocks NT$131,100,000	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10001263320 on November 17, 2011 from the Ministry of Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2012.11	18	1,600,000,000	16,000,000,000	666,440,386	6,664,403,860	(NT$18 per share)	Nil	No.10101241760 on November 26, 2012 from the Ministry of
						NT$500,000,000		Economic Affairs

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Date	Issue Price	Authorized Capital	Authorized Capital	Paid-in Capital	Paid-in Capital	Remarks	Remarks	Remarks
		Number of shares	Amount	Number of shares	Amount	Source of capital	Offset by any property other than cash	Others
2013.7	17.5	1,600,000,000	16,000,000,000	667,394,671	6,673,946,710	Replacement of convertible bonds by new shares NT$9,542,850	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10201149350 on July 23, 2013 from the Ministry of Economic Affairs
2013.10	17.5	1,600,000,000	16,000,000,000	667,788,951	6,677,889,510	Replacement of convertible bonds by new shares NT$3,942,800	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10201221600 on November 1, 2013 from the Ministry of Economic Affairs
2014.1	17.5	1,600,000,000	16,000,000,000	715,228,694	7,152,286,940	Replacement of convertible bonds by new shares NT$474,397,430	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10301016150 on January 27, 2014 from the Ministry of Economic Affairs
2014.4	17.5	1,600,000,000	16,000,000,000	719,565,799	7,195,657,990	Replacement of convertible bonds by new shares NT$43,371,050	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10301067550 on April 22, 2014 from the Ministry of Economic Affairs
2014.7	17.5	1,600,000,000	16,000,000,000	720,240,079	7,202,400,790	Replacement of convertible bonds by new shares NT$6,742,800	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10301132930 on July 4, 2014 from the Ministry of Economic Affairs
2014.7	-	1,600,000,000	16,000,000,000	720,240,000	7,202,400,000	Cancellation and capital reduction upon waiver to hold shares NT$790	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10301132930 on July 4, 2014 from the Ministry of Economic Affairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2015.6	15.81	1,600,000,000	16,000,000,000	783,490,000	7,834,900,000	(NT$15.81 per share)	Nil	No.10401113660 on June 18, 2015 from the Ministry of
						NT$632,500,000		Economic Affairs
2015.11	11~20	1,600,000,000	16,000,000,000	770,000,000	7,700,000,000	Repurchase of treasury stocks NT$134,900,000	Nil	Approved by Letter JING-SHOU-SHANG-ZI No.10401245070 on November 20, 2015 from the Ministry of EconomicAffairs
						Private fundraising		Approved by Letter JING-SHOU-SHANG-ZI
2018.4	14.82	1,600,000,000	16,000,000,000	790,000,000	7,900,000,000	(NT$14.82 per share)	Nil	No.10701039720 on April 16, 2018 from the Ministry of
						NT$200,000,000		Economic Affairs

Note 1: The data up to the publication date of this annual report in the current shall be listed.

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Note 2: The effective (approval) date and document number for capitalization shall be noted. Note 3: If shares were issued at an amount less than par value, such information shall be marked distinctly. Note 4: If monetary claims or technologies are offset against share payments, such information shall be specified, and the type and amount of such offset shall also be noted. Note 5: For shares belonging to private fundraising, the information shall be marked distinctly.

2. Type of shares

Type of shares	Authorized Capital	Authorized Capital	Authorized Capital	Remarks
	Outstandingshares(Note 2)	Unissued shares	Total
Common stock	790,000,000	810,000,000	1,600,000,000	The outstanding shares included 63,250,000 shares, which were issued with private fundraising in June 2015 and 20,000,000 shares, which were issued with private fundraising in April 2018 and restricted to be listed for tradingfor 3years.

Note 1. Please specify whether the stock was the stock listed in the Stock Exchange market or an OTC market. (Stocks that were restricted for trading in the Stock Exchange market or an OTC market shall be noted. )

Note 2. The shares were listed stocks.

3. All information related to the declaration system: None.

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Fundraising Overview

(II) Structure of shareholders

April 13, 2021

Structure of shareholders Number of shares	Government	Financial institution	Other corporate shareholders	Foreign corporation and individual	Individual	Total
Number of personnel	23	101	646	139	94,922	95,831
Shareholding	169,365	3,564,241	358,759,936	69,056,644	358,449,814	790,000,000
Shareholding ratio	0.02%	0.45%	45.41%	8.74%	45.37%	100.00%

Note: The company listed in Taiwan as a primary TWSE-listed or TPEx-listed company or registered as an emerging stock company shall disclosed the shareholding ratio of the investors from Mainland China; investors from Mainland China mean the nationals, corporations, groups, other institutions or their investees in any third areas specified in Article 3 of the Regulations Governing the Permission of Investment by Nationals in Mainland Area.

(III) Ownership dispersal

Face value at NTD 10 per share

April 17, 2021

			April 17,2021
Securities holding range	Number of shareholders	Shareholding	Shareholding %
1-999	64,757	13,919,508	1.76%
1,000-5,000	23,033	50,290,410	6.38%
5,001-10,000	3,996	30,738,435	3.89%
10,001-15,000	1208	15,252,147	1.93%
15,001-20,000	812	15,079,949	1.91%
20,001-30,000	671	17,135,393	2.17%
30,001-40,000	339	12,163,716	1.54%
40,001-50,000	207	9,654,927	1.22%
50,001-100,000	395	28,834,775	3.65%
100,001-200,000	195	26,955,143	3.41%
200,001-400,000	95	27,575,522	3.49%
400,001-600,000	33	16,113,837	2.04%
600,001-800,000	19	13,058,178	1.65%
800,001-1,000,000	9	8,472,691	1.07%
More than 1,000,001 shares	62	504,755,369	63.89%
Total	95,831	790,000,000	100.00%

• 173 -

Fundraising Overview

(IV) List of major shareholders

(IV) List of major shareholders
		April 17, 2021
Share Names of major shareholders	Shares held	Shareholding ratio
Shan YoungAssets Management Co.,Ltd.	148,361,000	18.78%
TaichungBank Insurance Brokers Co.,Ltd.	28,416,000	3.60%
Chou Chin Industrial Co.,Ltd.	21,215,000	2.69%
YSC-MARKETING CO.,LTD.	20,000,000	2.53%
Chia Yi Development Service Co.,Ltd.	18,607,000	2.36%
Global International Investment Co.,Ltd.	18,481,000	2.34%
Chin-Yen Lin	18,000,000	2.28%
China Man-Made Fiber Corporation	16,175,000	2.05%
De-XingInvestment Co.,Ltd.	12,864,000	1.63%
Pan Asia Chemical Corp.	11,800,000	1.49%

(V) Information on the market price, net value, earnings, and dividends per share in the most recent two years

Item	Year	Year	2019	2020
Market price per share (Note 1)	Maximum		17.65	19.25
	Minimum		15.15	10.65
	Average		16.51	16.60
Net value per share (Note2)	Before distribution		19.95	19.99
	After distribution		19.95	(Note 2)
Earnings per Share	Weighted average number of shares		790,000,000	790,000,000
	Earnings pershare		(0.18)	(0.02)
Dividends per share	Cashdividends		(Note2)	(Note2)
	Issuance of bonus shares	From retained earnings	-	-
		From capital reserves	-	-
	Accumulated unpaid dividends (Note 3)		-	-
ROI analysis	P/E ratio(Note 4)		NA	NA
	P/D ratio (Note 5)		-	(Note2)
	Cash dividendyield(Note 6)		-	(Note 2)

Note 1: The table lists the maximum and minimum market price of common stocks for each year, and the annual average market price is calculated based on the annual trading value and volume of each year.

Note 2: The dividends per share are listed according to the distribution of the earnings of the

• 174 -

Fundraising Overview

previous year in this year. The proposal for 2020 earning distribution and loss reimbursement has not been adopted by a resolution made at the annual meeting of shareholders as of the publication date of this annual report.

• Note 3: As for the issuance conditions of equity securities, if the undistributed dividends in the current year may be accumulated to and distributed in the year in which profit is made, the undistributed dividends accumulated to the current year shall be disclosed separately.

• Note 4: P/E ratio = Average closing price per share in current year/earnings per share. Note 5: P/D ratio = Average closing price per share in current year/cash dividend per share.

• Note 6: Cash dividend yield = Cash dividend per share/average closing price per share in current year.

(VI) Description of the Company’s dividend policies, implementation thereof, and expected significant changes

1. Dividend policy:

The Company is in the phase of booming growth in our business life cycle, and we have increasingly expanded our business scale to become an entity that will be able to 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 allocation of the residual balance plus the undistributed earnings, and submit 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.

2. Dividend distribution proposed at the shareholders’ meeting:

The Company resolved and proposed the appreciation and distribution of retained earnings for 2019 and 2020, respectively, at the annual meeting of

• 175 -

Fundraising Overview

shareholders on June 11, 2020 and at the board meeting on March 18, 2021. Since there were losses in 2019 and 2020, no earnings were distributed. The proposal for 2020 earning distribution and loss reimbursement will be resolved at the annual meeting of shareholders to be held on June 15, 2021.

3. Expected significant changes:

According to the amendment of Articles 240 and 241 of the Company Act, the Company resolved at the 16th meeting of the 22nd Board of Directors and the annual meeting of shareholders in 2019 to amend Article 27-1 of the Articles of Incorporation: “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, according to the Articles of Incorporation, 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, and then the allocation shall be reported at a shareholders’ meeting.” There is no significant changes in other dividend policies.

(VII) The impact of issuance of bonus shares proposed at the shareholders’ meeting on the Company's business performance and EPS

It is not applicable since the Company will not distribute shareholder stock dividends and employee stock bonus for 2020 according to the resolution adopted at the Company’s board meeting on March 18, 2021.

(VIII) Remuneration to employees, directors and supervisors

1. The percentage or scope of the remuneration to employees and directors specified in the Articles of Incorporation:

2. Annual profits concluded by the Company shall be subject to employee remuneration of at least 1% which may be distributed in shares or in 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 abovementioned annual profits.

The resolution made to employee remuneration and director remuneration shall be adopted by majority of directors at a board meeting attended by at least twothirds of the members in the Board of Directors; a report on the employee

• 176 -

Fundraising Overview

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.

1. The basis for estimating the remuneration to employees and directors, basis for calculating the number of shares to be distributed as employee remuneration, and accounting treatment of any difference between the distributed and estimated amounts, in the current period:

The Company’s employee remuneration and director remuneration are estimated in accordance with the Articles of Incorporation and then recognized as the operating cost or operating expense based on their natures. If there is any difference between the amount adopted at the shareholders’ meeting and the estimated amount in the financial statements, such difference is treated as a change in accounting estimates and recognized as the profit or loss in the following year.

1. Distribution of the remuneration adopted by the Board of Directors:

2. Since the Company incurred losses in 2020, we did not estimate the remuneration to employees and directors.

3. (1) If the remuneration to employees, directors and supervisors is distributed in cash or stocks, and the distributed amount is different from the estimated amount of recognized expenses, the difference, reason and action therefor shall be disclosed: None.

4. (2) The amount of stock distributed as employee remuneration and the ratio thereof to the total of net income after tax and employee remuneration stated in the individual or separate financial statements in the current period: None.

5. If the actual distribution of the remuneration (including the number, amount and price of stocks distributed) to employees, directors and supervisors in the previous year is different from the recognized remuneration to employees, directors and supervisors, the difference, reason and action therefor shall be explained:

Since the Company incurred losses in both 2019 and 2020, we did not distribute and estimate the remuneration to employees and directors.

(IX) Repurchase of the Company's shares: None.

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Fundraising Overview

II. Issuance of corporate bonds

None.

III. Issuance of preferred stocks

None.

IV. Issuance of overseas depository receipts

None.

V. Issuance of employee stock option certificates

None.

(I) The issuance of employee stock option certificates that have not fallen due as of the publication date of this annual report and the impact thereof on shareholders’ equity shall be disclosed. If any employee stock option certificates are issued through private placement, they shall be marked distinctly

The Company does not issue employee stock option certificates.

(II) The names, status of acquisition and subscription of managerial officers and top-10 employees who have acquired employee stock option certificates as of the publication date of this annual report

The Company does not issue employee stock option certificates.

VI. Issuance of restricted employee shares

None.

(I) The issuance of restricted employee shares that have not met all the vesting conditions as of the publication date of this annual report and the impact thereof on shareholders’ equity

None.

(II) The names and status of acquisition of managerial officers and top-10 employees who have acquired restricted employee shares as of the publication date of this annual report

• 178 -

Fundraising Overview

None.

VII. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company

None.

The Company does not issue new shares in connection with mergers or acquisitions or with the acquisitions of shares of another company.

(I) Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company in the most recent year up to the publication date of this annual report

None.

(II) The status of issuance of new shares through mergers or acquisitions or with the acquisition of shares of another company that has been resolved by the Board of Directors in the most recent year up to publication date of this annual report, and the basic information on the merged/acquired or transferee companies: If the issuance of new shares related to mergers or acquisitions or with the acquisition of shares of another company is in progress, the status thereof and its impact on shareholders’ equity shall be disclosed

None.

VIII. Implementation of capital utilization plans

None and not applicable.

• 179 -

Operation Overview

Five. Operation Overview

I. Business item

(I) Business scope: Our business items are as follows according to the Company’s Articles of Incorporation:

1. 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.

13. 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.

24. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.

25. F113020 Wholesale of Household Appliance.

26. 180 -

Operation Overview

1. F213010 Retail Sale of Electrical Appliances.

2. F113050 Wholesale of Computers and Clerical Machinery Equipment.

3. F213030 Retail Sale of Computers and Clerical Machinery Equipment.

4. F113070 Wholesale of Telecom Instruments.

5. F213060 Retail Sale of Telecommunication Apparatus.

6. F116010 Wholesale of Photographic Equipment.

7. F216010 Retail Sale of Camera Equipment.

8. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.

9. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.

10. F401010 International Trade.

11. F501030 Beverage Shops.

12. F501050 Public Houses and Beer Halls.

13. F501060 Restaurants.

14. HZ02010 Financial Institution Creditor's Right(Money) Purchase.

15. HZ02020 Process Financial Institution Creditor's Right(Money) Appraisal and Auction Business.

16. H701010 Housing and Building Development and Rental.

17. H701020 Industrial Factory Development and Rental.

18. H701040 Specific Area Development.

19. H701060 New Towns, New Community Development.

20. H701080 Urban Renewal Reconstruction.

21. H703090 Real Estate Commerce.

22. H703100 Real Estate Leasing.

23. H703110 Senior Citizen Residence.

24. I101070 Agriculture, Forestry, Fishing and Livestock Consulting.

25. I101090 Food Consulting.

26. IG01010 Biotechnology Services.

27. JD01010 Industrial and Commercial Credit Checking Service.

28. D101060 Self-usage power generation equipment utilizing renewable energy industry.

29. 181 -

Operation Overview

1. D401010 Thermal Energy Supply.

2. A102041 Recreational Agriculture.

3. ZZ99999 All business items that are not prohibited or restricted by the law, except those subject to special approval.

1. Main contents and revenue proportion of the Company’s business operations

Main operation	2020 revenue proportion
General goods trading	95.74%
Leases	2.09%
Others	2.17%
Total	100.00%

2. The Groups current product categories

Tea	Existing customers: We collaborate with packaged beverage factories, chain stores of hand-shaken tea, hotels, coffee shops, and other channels to sell the following products: 1. Bulk custom tea leaves for commercial purpose. 2. Bulk crude tea leaves for commercial and wholesale purposes. 3. Packs of tea leaves for commercial purpose. 4. Packaged tea and tea bags sold through channels.
Neihu Headquarters Store	1. Eat-in and take-out services for tea and coffee. 2. All kinds of coffee and tea of our own brand - loose tea/ tea bags/ gift boxes with tea leaves cultivated by using the organic farming, natural farming and conventional farming methods. 3. “TTC Shop” teatime snacks, tea cakes, dried fruit, etc..
LuGao Cafe	1. The coffee products of our own brand, “LuGao Coffee”- coffee beans, drip bags and coffee gift boxes as the main products. 2. Light meals, dessert, our own “LuGao” single origin coffee, Italian coffee and tea beverage. 3. “TTC Shop” teatime snacks and special tea products.
Sun Moon Lake Antique Assam Tea Farm	1. The black tea made from tea leaves cultivated, produced and processed by the Tea Factory (including products produced by using the organic farming, natural farming and conventional farming methods). 2. Comfort food buffets with seasonal local food and cold-brewed tea.

• 182 -

Operation Overview

	3. The products of our own local brands, “LuGao Coffee” and “TTC Shop,” and externally procured local agricultural processed products without chemical additives.
Tongluo Tea Factory	1. Tea farm guided tour, tea picking, tea processing and one-day tea farmer DIY activities. The special tea picker set meal, light meals, tea and coffee. 2. “Tongluo Tea Factory” black tea and “Oriental Beauty Tea” with local features. 3. The tea products of our own brand, including loose tea/ tea bags/ gift boxes with tea leaves cultivated by using the organic farming, natural farming and conventional farming methods, our “LuGao Coffee” products, and externally procured tea ware, iron teapots and creative products in connection with tea.
Xiong Kong Tea Plantation	1. Our brand, “Xiong Kong” - “Organic Bi-Lo-Chung Green Tea” and “Organic Honey Flavor Black Tea” that have been certified by Tse-Xin Organic Certification. 2. Organic vegetables and fruit produced in the Plantation and the homemade organic plum marinade and plum sauce without additives. 3. Our “TTC” tea products, including various loose tea/ tea bags/ gift boxes with tea leaves cultivated by using the organic farming, natural farming and conventional farming methods. 4. Our “LuGao Coffee” products and “TTC Shop” teatime snacks, tea cakes, dried fruit, etc., as well as externally procured tea ware, iron teapots and creative products in connection with tea. 5. Cold and hot beverages and light meals. The visitors can also enjoy the flowers and trees of the four seasons in the organic ecological tea farm, go for a walk in the woods or sit in the coffee house located therein.
Daliao Historical Tea House	1. “Wild tea” and “old tree tea” which are rare and also the main tea product of the Tea House. 2. Tea culture guided tour activities (pre-booking is required) or irregular exhibitions related to tea culture. 3. Cold and hot beverages, our “TTC” tea, “LuGao Coffee” products and “TTC Shop” teatime snacks, tea cakes, dried fruit, etc., as well as externally procured tea ware, iron teapots and creative products in connection with tea.
Daxi Tea Factory	1. Special comfort food buffets, handmade sweet tea eggs, dessert, and meals. 2. Guided tour activities to demonstrate the culture, history, building, and tea processing procedures of the Tea Factory in the past. 3. “Daxi Tea Factory” tea products - “Honey Flavor Black Tea” made from local tea leaves cultivated by using the natural farming method.

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	4. Our “TTC” tea products such as loose tea/ tea bags/ gift boxes, “LuGao Coffee” products and “TTC Shop” teatime snacks, tea cakes, dried fruit, etc.. 5. Externally procured tea ware, iron teapots and creative products in connection with tea.
Import and export key account	1. Private brand: The products of our private brands available in PX Mart stores. 2. Foreign brand: Italian Divella products and Australian Gossips red wines. 3. Distribution channel: Imported whiskey products available in PX Mart stores.
Interior construction	Lightweight partition wall, ceiling, floor and interior decoration constructions.

3. New products to be developed

Tea	We will develop Jhinhsuan Oolong Tea, Red Oolong Tea, Formosa Oolong Tea and their tea tree saplings.
Neihu Headquarters Store	We will provide suitable meals, beverages and products based on customers’ needs at the early stage of the operation.
LuGao Cafe	1. We will offer Geisha, a variety of coffee, and use roasted beans. 2. Coffee related food and merchandises will be offered.
Sun Moon Lake Antique Assam Tea Farm	1. We will provide eco-friendly food or agricultural products. 2. 1-2 new cold-brewed tea drinks for take-out and 2-3 new packaged tea beverages will be launched. 3. The food of comfort food buffets will be adjusted based on the season.
Tongluo Tea Factory	1. 2-3 new packaged tea beverages will be launched. 2. Creative products related to the local culture will be developed. 3. We will arrange a tea drinking area and adjust the areas for tea picking, tea processing and tea packaging.
Xiong Kong Tea Plantation	1. 2-3 new tea products will be released. 2 .We will arrange a picnic area for visitors to picnic at certain spots.
Daliao Historical Tea House	We will introduce creative products or meals and beverages in connection with the specific events of the Tea House.
Daxi Tea Factory	1. New special tea beverages will be offered. 2. We will provide more diversified tea products and include them in the introduction of the guided tour.
Key account	1-2 new tea bags will be launched by ourselves or available through certain

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	distributors.
Marketing	1. We will replace outdated packages to strengthen our brands. 2. 6-10 different new natural products without chemical additives will be available. 3. 1-2 new gift boxes will be offered.
Interior Installation Engineering Department	We will carry out the refurbishment of exterior walls (exterior wall construction).

(II) Overview of the industry

1. Current situation and development of the industry

1.	Current situation and development of the industry
Tea	1. Due to the prosperous development of tea beverages and bubble tea business in Taiwan as a tea importing country, the tea leaves imported to Taiwan account for 75% of the total consumed tea leaves, indicating that Taiwan has lacked for the materials for commercial tea which is a specialty of Taiwan. For the large demand for commercial tea, we have built Laopi Tea Farm featuring three elements of [technology, ecology and food safety]. We have improved efficiency and quality through technical management, reduced costs and expenses with mechanical production, and ensured food safety by adopting traceability management to produce special and competitive commercial tea materials. 2. The total area of our tea farms is 496 hectares, including Laopi Tea Farm, which covers an area of 452 hectares. These tea farms have been put into production step by step.
Store operation	Our meals and beverages are mainly made from the coffee and tea of our brand. We interact with neighboring stores and customers face-to-face to help visitors and consumers more understand the value of local tea and coffee and to build brand awareness and raise customer loyalty. After the entry of all stores into the business district, our business will be prosperous.
LuGao Cafe	Since the domestic coffee market has grown stably, the number of coffee consumers has been increased. We arrange activities allowing visitors to grind coffee beans and brew coffee by themselves. In addition, booking a tour can also help the visitors understand how are coffee beans made into a cup of coffee. At the same time, they may have fun during the process and develop an interest in drinking coffee. “LuGao Cafe” is a coffee farm planting, harvesting and processing coffee beans, which is different from regular

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	coffee farms.
Sun Moon Lake Antique Assam Tea Farm	1. The yield of tea varies with the weather, farming method or year. We have planted tea in Nantou for a long period of time. Even though we have a planting area of 20 hectares, we have been confronted by the decrease in tea yields due to climate change in recent years, especially the yields of tea cultivated using the organic and natural farming method. 2. Since the pandemic has been uncertain and the number of Chinese tourists has returned to zero, the number of customers and our business has been affected significantly. 3. It also an opportunity to attract more customers to know our clean and good tea and products by consistently realizing our core business value, namely maintaining the quality of tea products and developing new products with our philosophy in mind.
Tongluo Tea Factory	1. “Oriental Beauty Tea” and “Miaoli Black Tea” are the main tea products of the Tongluo Tea Factory. 2. The “One-Day Tea Farmer” DIY event has been on track year by year. We have planned for a seating area accommodating 50 people for large group activities. The tea drinking area is separated from the venue for activities to not only have a more spacious layout but also reduce disturbance to maintain the independence of each space.
Daxi Tea Factory	1. We have run the Tea Factory for 7 years. It is necessary for the interior decoration and furnishings in old buildings to be renovated. 2. The increasing uncertainties in the pandemic era have caused a huge impact on our business and relatively reduced the numbers of visitors and customers in recent years. 3. We have developed the area for a tea farm lying on the back of the mountain. It will be another chance for a revival of the Tea Factory.
Xiong Kong Tea Plantation	1. We need to constantly carry out maintenance and reconstruction in the extensive Plantation, especially the maintenance of water sources during droughts in recent years. Accidents occur easily when sharing the narrow road with another road user or driving through a curve in rainy winter or during a Summer typhoon. These have been the most challenging issues confronting the Xiong Kong Tea Plantation for a long time. 2. The Plantation is located in the mountain near Taipei at an altitude of 700 meters. With Cunninghamia Lanceolata, Prunus Serrulata, Loiseleuria Procumbens and Taxodium Distichum planted in the Plantation, different views can be seen in the four seasons. Tourists are willing to repeatedly visit the Plantation mainly due to its

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	broad tea farm and beautiful view, as well as the feeling of walking around the tea farm. A coffee house located between woods also beautify the landscape. 3. We provide different meals for our visitors on an irregular basis in the hope to meet the needs of more customers.
Daliao Historical Tea House	1. The rare “wild tea” and “old tree tea” are solely available here. In the quiet tea room, visitors can talk about tea, recognize tea, experience being in an old building and appreciate tea culture through exhibitions. 2. Owing to lack of public transportation, it is hard to attract more visitors to visit the Tea House, as a result, we actively participate in the tourism factory events organized by the government to develop new customers.
Import and export key account	1. The tea products of our brands have been launched through channels for years. With the recognition of consumers and sound reputation, our products sold through these channels have stood out in the market. 2. The products that we distribute are easily affected by the policies of manufacturers and domestic economy. To maintain a good relationship with customers, we actively seek for the promotional activities of manufacturers to drive the growth of sales.
Marketing	1. We constantly review the products launched at different times and replace outdated goods with new ones to maintain product competitiveness. 2. We persist in our brand philosophy and develop suitable and competitive products.
Interior construction	The service and quality in terms of our interior decoration construction have been acknowledged by customers and peers in the industry. However, given that our administrative expenses are higher than ordinary contractors and companies, the Company undertakes small decoration construction projects routinely to seek for good contractors and build a good relationship with customers and thereby bid for large construction projects.

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1. Correlation between upstream, midstream, and downstream of the industry

2. A. Tea

==> picture [417 x 248] intentionally omitted <==

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

Upstream Midstream Downstream
ExportExport
Tea store, tea merchant,
supermarket, wholesale
Refinery factory
store, department store
Rough
production tea
factory Directly
controlled store
Tea farmerTea farmer, tea Beverage
Manufacturer
plantation
Tea leaf
Beverage
wholesaler
Manufacturer
Tea store, tea
Medium and merchant, supermarket,
small tea factory wholesale store,
Farmers’ department store
association, tea
farmers’
cooperative
Export
Consumer
----- End of picture text -----

The upstream tea industry mainly engages in the economic activities of picking of tea leaves and processing of crude tea; the midstream industry is responsible for the processing, grading and packing of refined tea; the downstream industry serves as the sales channels of the products. The maintain activities of the upstream, midstream, and downstream tea manufacturing industries and the correlation between them are described as follows:

• a. Upstream - The upstream industry is more labor intensive and the technique of producing partially-fermented tea in Taiwan is better than other countries.

The rich techniques and experience of personnel are required for the cultivation, research and planting of tea trees and picking of tea leaves. Rough processing, in particular, needs more experienced personnel because of the time limitation in the process of a chemical reaction. The tea manufacturing industry in Taiwan has been developed in early years, driving the prosperity of the upstream industry in which the technique of producing partially-fermented tea that the Taiwanese are fond of has been well-developed.

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• b. Midstream - There are many medium and small tea factories in the midstream industry.

These factories refer to the factories engaging mainly in the refining, processing and packaging processes of tea leaves for drinking. The midstream industry creates economic benefits by making the crude tea produced in the upstream industry marketable and worth aging to enhance the added values of tea leaves. The industry also communicates information in the market to upstream factories and works in variety development or R&D of production processes to produce products that meet the market requirements.

• c. Downstream - There are many tea merchants and tea stores in the downstream industry.

Tea leaves for drinking may be sold through channels to consumers after being refined, processed and packaged. However, the downstream tea manufacturing industry in Taiwan has competed with new channels such as wholesale stores, TV shopping and online shopping in recent years, and thus the sale of tea leaves through traditional tea stores and merchants are thereby limited. Therefore, it is difficult to create economic benefits.

We have an area of more than 3,731 hectares of land used for tea farms, fruit farms and forest lands and own tea manufacturing factories with the IOS quality management mechanism introduced. Moreover, we have been devoted to the production, processing and sale of tea leaves, business activities across the upstream, midstream and downstream industries to aim at becoming a provider producing and selling tea leaves with various brands.

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B. 1. Import and export business

Upstream	Upstream	Midstream Traders	Downstream
Global manufacturers			Channels, retailers
Traders			Traders

The main functions of the trading industry are brokering deals and matching supply and demand, and the structures of the upstream and downstream industries vary based on type of the products of traders. On the one hand, traders focus on obtaining international and industrial information, and on the other hand, they have the ability to make financial operations to build a relationship between the upstream and downstream industries by taking advantage of the information and their good financial turnover. Due to changes in the structure of global industries, upstream sellers from which some traders purchase products are not limited to sellers in one country or region. Based on the type of products sold by the sellers, the upstream sellers and downstream purchasers can be very different. Overall, trading business plays an important role in the development of Taiwan economy and enable the partnership between upstream and downstream suppliers to become more extensive and close.

2. Key account business

Upstream: Private tea farms, coffee farms, refineries, foreign suppliers, and manufacturers.

Midstream: Logistics, distributors, agents, TTC import purchasing agents.

Downstream: Chain supermarkets, wholesale stores, companies, consumers, consumers to whom distributors sell products.

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C. Land development and interior decoration construction

Upstream		Midstream		Downstream
Land owners, land agents, land assembly (urban renewal) firms, iron and steel industry, cement industry		Land developers, construction companies, constructors, real estate management companies, financial institutions, architects firm		Consignment or underwriting agencies, brokers, property management companies, departments of construction companies conducting sales on theirown

The upstream land development industry engages in acquisition of land and building materials. We have an area of more than 3,731 hectares of land in Taiwan, and our land available for development is of high value. Investment and construction are the main activities in the midstream industry. Construction companies or land developers serve as the coordinator, integrator and controller in the industry. After acquiring land in the upstream industry, the companies or developers commission architects (professional consultants) to perform product positioning, planning and design, contract with constructors for construction, request financial institutions for financing of funds, and commission downstream firms for sale or management after the construction is completed.

We play a role in the upstream and midstream industries. The “Sun Moon Lake Antique Assam Tea Farm” was developed in Yuchi, Nantou, to promote quality leisure agriculture and make the Tea Farm to become an important tourist attraction in Central Taiwan. In addition to the “Xiong Kong Tea Plantation” opened in Sanxia, New Taipei City in 2008, the “Daliao Historical Tea House” in Sanxia District, New Taipei City, “Daxi Tea Factory” near Cihu, Taoyuan were put into operation in the end of 2013; the “Tongluo Tea Factory” was opened in July 2016; the “LuGao Cafe” started its operation in August 2019. The establishment of these recreational bases can facilitate the sales of our tea leaves and coffee, the development of our leisure business and the

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enhancement of the value of the land around the Company.

For the industrial and commercial complex covering an area of 26 hectares at the Guaizihu Section in Sanyi, Miaoli. The land is basically for sale.

Our external interior decoration construction projects are from public construction projects, building companies, construction companies and architects. Generally, after concluding a contract, we purchase materials pursuant to the regulations in the contract and subcontract the sub-projects to processing manufacturers and construction crew for installation and construction.

3. Development trends of our products and competition status

Tea	1. We sell tea leaves produced in our private tea farms and factories. The materials, semi-finished goods and finished goods are inspected through the pesticide residue testing of SGS to ensure segmentation from small tea factories. 2. Laopi Tea Farm plants different varieties of tea and allocates production equipment for the purpose of producing tea products made from fermented, partially fermented and completely fermented tea leaves, and engages in different production, processing and manufacturing processes based on the market needs. To follow the development trend of tea beverages, our competitors acquire materials from small farmers or import them, and thus the pesticide, product flavor, and yield cannot be well-controlled. To sum up, the Company possesses competitive advantages.
Neihu Headquarters Store	Through face-to-face marketing, we can explain our product management philosophy for local tea and coffee to consumers for them to trust and accept reliable tea and beverages better. Stores and shops will gradually move to the business district of cooperation headquarters. Therefore, the growth of consumption looks very promising.
LuGao Cafe	1. The number of coffee consumers has grown year by year. Young talents in Taiwan have won several awards in international competitions, which drives the consumption in the coffee market. 2. We train professional talents in the Cafe to improve their skill in coffee post-processing in order to display the local coffee of the Cafe to its best advantage.

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	3. We persist in toxin free cultivation. When visiting our coffee farm, visitors can see production processes with their own eyes to be convinced by not only the knowledge, but also our actual planting and production.
Sun Moon Lake Antique Assam Tea Farm	1. Thanks to our planting practices in consideration of the natural environment and the promotion of the concept of organic and eco-friendly farming for years, our tea products have won recognition, especially Red Jade Black Tea - TTES No. 18. 2. Our comfort food made from seasonal local materials is widely popular. 3. We guide visitors through tea-making processes in the Tea Factory, explain the golden years of tea and help them understand the history and inherited culture of the old tea factory. These periods cannot be duplicated and are also the precious assets of the old tea factory.
Tongluo Tea Factory	1. “One-Day Tea Farmer” DIY event is organized for education and entertainment to combine tourism with tea education in order to improve visitors’ knowledge of tea and tea-making processes and thereby drive the sales. 2. The quality of the local “Oriental Beauty Tea” has been improved continuously and won several awards in competitions every year, facilitating the promotion and stable growth of our tea products.
Daliao Historical Tea House	1. The rareness and good quality of “old tree tea” and “wild tea” are their biggest advantage that differentiates them from ordinary tea on the market. 2. An old Japanese residence provide an unique atmosphere in the Tea House where exhibitions of arts are organized to display tea culture in another manner. 3. However, since the volume of the Tea House is small and there is no public transportation for visitors to directly reach the Tea House, we need more time and patience to develop certain groups of customers.
Xiong Kong Tea Plantation	1. It is extremely difficult to cultivate 100% organic tea for years in the mountain area that is at the altitude of 700m. Therefore, it is not easy to acquire water in the mountain, and it also takes a lot of works and efforts to plant tea trees and picking tea leaves. However, the unique green tea flavor of the organic tea is what makes organic farming surpass ordinary farming. 2. Flowers and trees of the four seasons with different features are planted in the Plantation. When walking around the Plantation and watching the extensive view, visitors can gain experience being in the organic ecological

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	tea farm and environment. After years of the careful management and maintenance of the Plantation, the farm areas have become well-ordered.
Daxi Tea Factory	1. The biggest assets of the Tea Factory are its plain historical buildings and cultures that can not be duplicated. 2. The number of customers has decreased due to the poor economy and pandemic. However, we still persist in the philosophy of planting and producing good tea. The area lying on the back of the mountain has been developed as scheduled. There will be unlimited business opportunities in the post-pandemic era.
Key account	Agency or channel distribution business is affected by the passive consumers on the market. For this, striving for organization of irregular events by the original manufacturer to stimulate consumption on the market is favorable to increase of the market share and extension of the brand.
Marketing	1. Natural organic local food material without chemical additives is the prerequisite for selection of a brand product. This is also the most fundamental principle in the control of food safety for consumers. 2. Frequent exploration of the consumer market is conducted in favor of developing new products and maintaining the market competitiveness of the brand to a certain extent.
Interior construction	With the support of our engineering technique, mature management system, and sound financial status, we should be more advantageous than other contractors or companies in contracting projects amounting to more than NT$25 million. This will be our goal to achieve.

(III) Techniques and research development status

1. The R&D expenses in the most recent year up to the publication of this annual report:

About NT$10 million for R&D of new technologies. (Please refer to Tea Pages 338~339 of this annual report for more details.) 2. Successfully developed products in the most recent year up to the publication date of this annual report: Commercial Honey Flavor Black Tea was developed and sold to chain stores of Tea hand-shaken tea and multi-national brand beverage manufacturers. 7 coffee and tea related beverage products. LuGao Cafe 14 new TTC Shop products were launched.

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Sun Moon Lake Antique Assam Tea Farm	4 brand tea products, 2 cold-brewed tea products, 2 gift boxes from “Sun Moon Lake Antique Assam Tea Farm.” (Purple bud, Honey Flavor, Ruby, etc.) comfort food buffets and 20 seasonal dishes. 14 new TTC Shop products were launched.
Tongluo Tea Factory	14 new TTC Shop products were launched. 3 TTC seasonal tea products with 9 models (Oriental Beauty Tea, Miaoli Black Tea, etc.)
Daliao Historical Tea House	7 new TTC Shop products were launched.
Xiong Kong Tea Plantation	2 TTC seasonal tea products with 9 models. 14 new TTC Shop products were launched.
Daxi Tea Factory	3 TTC seasonal tea products with 9 models. 14 new TTC Shop products were launched.
Import and export key account	14 new TTC Shop products were soled.

(IV) Long-term and short-term business development plans

Tea

Short-term: 1. Sale of the tea produced in the tea plantation of Laopi Tea Farm is the core of the business. 2. Arrange key accounts to the visit tour and give presentation at Laopi Tea Farm. 3. Develop suitable commodities for the duty-free shops at the airport and catering channels. 4. Cooperate with other tea factories to develop customers in the beverage manufacturing and hand-shaken tea industries. Long-term:1. Create brand awareness continuously and develop business through different channels. 2. Laopi Tea Farm conducts mass production of commercial tea and develop customers such as leading beverage manufactures and chain stores of hand-shaken tea. 3. Cooperate with other tea factories to develop and produce customized tea products.

Neihu Headquarters

Short-term: Face the consumers directly and communicate the ideas of producing and selling good clean tea, coffee, commodity and beverage.

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Store	Long-term: Create brand awareness and loyalty to the products of the Company among consumers.
LuGao Cafe	Short-term: Enhance the differences between local and imported coffee. Understand and enjoy local coffee, and cultivate interest in drinking coffee. Long-term: Provide guided tours on the planting and manufacturing of coffee, provide practical coffee brewing and professional upgrading courses to stimulate consumption, and create brand loyalty and purchasing power among consumers.
Sun Moon Lake Antique Assam Tea Farm	Short-term: Deliver the knowledge on history, tea manufacturing culture, and advantages in the manufacturing process by providing guided tour about the tea factory. Emphasize the educational idea of a toxin-free natural environment and sell good clean tea and seasonal vegetable food. Long-term: Persist in maintenance of the brand quality, and respect the planting and consumption of good clean tea.
Tongluo Tea Factory	Short-term: Organize “One-Day Tea Farmer” tea picking and manufacturing DIY event for education and entertainment to help understand more about planting and production of tea leaves and learn how to taste tea. Long-term: Persist with good clean tea, extend this sense to the local “Oriental Beauty Tea,” and cultivate brand loyalty.
Xiong Kong Tea Plantation	Short-term: Guide the tour, narrate the environment of the tea plantation, and introduce the forest and tea manufacturing process to help visitors understand more about the ecological tea plantation and treasure the value of the ecological tea that is not easy to create. Long-term:Persist in organic ecological planting and protect the pollution-free total ecosystem of the forestry environment.
Daliao Historical Tea House	Short-term: Participated in inter-industry activities or the events organized by local authorities; adjust the catering service items to meet more demands and attract more visitors. Long-term: Plan art and culture exhibitions to cultivate long-term taste of “ecological tea” and “wild tea”; create brand loyalty by meeting the demands of the customers who prefer arts and fine arts.
Daxi Tea Factory	Short-term: Provide guided tour to introduce the aesthetics of the tea factory, and help visitors explore the origin of a cup of good tea while presenting the graceful tea making history. Long-term: Persist in the idea of planting outstanding tea, manufacturing good clean

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	tea, and sharing good tea. A more space for visitors is expected when the mountain behind the tea factory is open to the public. In addition to experience reading in the tea plantation, tourists can enjoy a simple but unusual comfort food.
Import and export key account	Short-term: Strive for more market shares and maintain customer emotional relationship. Long-term: Cooperate with the manufacturers and strive for more resources to enhance channel activities and merchandise turnover.
Marketing	Short-term: Cooperate with sales bases to review commodities and gross profit, eliminate outdated products and launch the new ones, and enhance sales portfolios. Long-term:Explore market opportunities, develop diversified new products, enhance the brand, and create business opportunities.
Interior construction	Short-term: 1. Cooperate with customers to contract small-scale renovation projects and maintain good interactive relations with customers and subcontractors. 2. Control the progress of existing works, ensure good quality, establish a reputable brand, and create profit. 3. Develop recreational projects in line with the active utilization of the Company’s land. Long-term: Develop new customers, maintain good interaction with existing customers, and extend the business scope.

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II. Overview of market and production & marketing

(I) Market analysis

1. Sales region and market share of our major products

(1) Sales region for major products of the Group

	(1) Sales region for major products of the Group
Tea	The tea of the Company is mainly sold to the channels in Taiwan: Commercial tea channel: Hand-shaken tea store, fast food chain store, 5-star hotel, Chinese and western restaurants, coffee shop, beverage factory. Packaged tea channel: supermarket, wholesale market, tax-free shops at airports.5
Neihu Headquarters Store	Consumption and gifting service for major customers in the technology park; services for regular customers and consumers around the park.
LuGao Cafe	Visitors to LuGao, Nantou, and consumers of our recreational stores as the main source of customers.
Sun Moon Lake Antique Assam Tea Farm	Visitors to the “Sun Moon Lake Antique Assam Tea Farm” as the main source of customers with home delivery service as the secondary channel; products are also provided to the channels with similar business philosophy, such as the Homemakers United Foundation.
Tongluo Tea Factory	Visitors to the tea factory as the main source of customers with home delivery service or gifting business as the secondary channel.
Xiong Kong Tea Plantation	1. Visitors to the tea farm as the main source of customers. 2. Home delivery service for customers of long-term relationship.
Daliao Historical Tea House	Visitors to the tea house or consumers recommended by other tea factories, and home delivery service.
Daxi Tea Factory	1. Visitors to the tea factory as the main source of customers. 2. Gifting service for companies during festivals and home delivery service for customers of long-term loyalty.
Import and export key	Product distribution: Major distributor. Proprietary trading: PX Mart and regular direct customers.

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account 1. The region where the assets of the Company are fully utilized. Interior 2. Industrial zones and science parks in Taiwan area. construction 3. Office building, residence, factory in metropolis.

(2) Market Share of the Company’s major products

The Company has a variety of business items and in the only company that has integrated tea production and marketing systems, including our own tea factories, sale of commercial tea beverages, recreational businesses, agency of imported commodities, interior construction business, lease of assets and development of land. Hence, it is impossible to acquire related statistical data of market shares.

2. Analysis of the market supply, demand and growth in the future

2.	Analysis of the market supply, demand and growth in the future
Tea	1. The effect of the global extreme climate may raise the price of the tea leaf raw material. 2. The fierce price competition on the consumer market may lead to elimination of the brands that do not have special features. 3. The consumer market of tea has grown stably every year. The famous bubble tea brands in Taiwan drive the prosperous development of the bubble tea business in China and Asia. There is a bid demand for raw material. 4. The consumer market of tea has grown stably every year. 5. Hand-shaken tea stores are popular in the world and helpful for active development of the tea market. 6. Many leading beverage brands and bubble tea chain stores attach importance to the safety of raw material. The traceability management mode of the Company is very advantageous.
Neihu Headquarters Store	The awareness of organic and natural consumer goods is becoming mature and the market of clean tea grows to a specific extent. As the companies move their head office here, the population increases and a higher demand for everyday goods and more gifting services on the commercial market are expected.
LuGao Cafe	The number of coffee consumers and market demand have grown in recent years.

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	LuGao Cafe plants and produces real local coffee products in Taiwan that feature a special flavor. All the coffee trees are planted by ourselves and fresh products are provided to the market. These are more advantageous than imported coffee and the quality can be controlled well.
Sun Moon Lake Antique Assam Tea Farm	The awareness of clean, organic, and toxin-free products is becoming mature with a growing demand from consumers. The market grows stably though not a great leap forward.
Tongluo Tea Factory	The One-Day Tea Farmer event has become well known in recent years and attracted more visitors to the factory. For the visitors, the complex operation model of the “Tongluo Tea Factory” can meet the demands for food and tourism simultaneously and help them understand more about production of the tea. The factory has a great room for growth in the future.
Xiong Kong Tea Plantation	The persistence in planting tea trees organically at high attitude for many years is recognized by consumers in terms of the quality and safety of the products, especially the famous “Organic Bi-Lo-Chung Green Tea” and “Organic Honey Flavor Black Tea.” In addition to planting tea trees organically, many trees are well planted and beautiful landscape can be seen in four seasons, creating different feelings on sunny and rainy days. Maintaining beautiful forests and insisting on planting organic and ecological teas are not easy, but they are one of the essential factors for sustainable development and growth.
Daliao Historical Tea House	The house is an old historical Japanese residence and has the natural conditions for people to recall the feelings of tea culture in the good old days. The events of tea culture, art and aesthetics are planned on a visitor-oriented basis with additional provision of customized “wild tea” and “old tree tea.” Their unusual taste and flavor will surely drive the operating growth as the production volume rises.
Daxi Tea Factory	The building, tea production process, and culture of the old tea factory are a historical heritage and can not be duplicated. These are the unmatchable special features of the old tea factory and cannot be replaced. The historical era is recalled in the guidance of the tea factory. It passes on the tea production process and the spirit of the tea farmers over the past 100 years, facilitating the sale of our brand tea products.
Import and export key	The operating performance is stable and grows gradually by deploying more channels, striving for the resources from the original manufacturers, and participating in

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account

marketing events.

Interior construction

The lowest price is still the mainstream in bidding of interior construction contracts. The threshold for interior construction contracts of light-weighed partitions and ceilings is not high and the competition is, thus, fiercer. The long period of construction and warranty leads to the difficulty in cooperation with good and stable subcontractors. Therefore, contracting large construction projects will be the core in the future.

3. Competitive niche of products

Tea	1. We are a listed company and has good corporate social image. 2. We have our own tea plantations and factories for management, production, manufacture, and sale of tea products to ensure segmentation from other tea factories in competition. 3. Laopi Tea Farm plans to apply for “FSSC22000” and “HACCP” food factory safety certification and RFA certification. 4. We provide customized services for large chain store customers and reasonably satisfy the demands of different customers. 5. Laopi Tea Farm is developed with the goal to become a tea plantation of high production volume with 6 to 7 harvests every year. Its products can be used as a substitute for import tea leaves and contribute to the improvement of tea-drinking quality of the people in Taiwan. 6. High safety: Integrated pesticide safety control and third-party inspection are applied to meet the highest standards of the industry. 7. Stable quality: The tea leaves come from a single source and automated production facilities are deployed. 8. Stable supply: The annual production volume reaches up to 3,000 tons.
Neihu Headquarters Store	1. We are the only listed company that has own tea and coffee farms with a tea manufacturing brand of more than 100 years. 2. Our products are clean and organic. Natural farming technique is applied and products are guaranteed and safe to drink.
LuGao Cafe	1. All the coffee trees are planted and beans are baked locally. The production process is completely controlled by ourselves. 2. The coffee farm and production process are open to consumers to enhance their confidence. Unlike imported coffee, locally produced coffee is fresher and the brand has unmatchable goodwill.

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Sun Moon Lake Antique Assam Tea Farm	The niche of the brand lies in the premium quality and the awareness of “clean,” “ecological,” “environment-friendly,” “organic,” “land-friendly,” “toxin-free,” and “healthy” food products. These are the elements of goodwill that we have operated for many years and important factors that ensure the acceptance among consumers.
Tongluo Tea Factory	1. The factor is surrounded by a broad tea plantation of our own. The good prerequisite enables the “One-Day Tea Farmer” event. The event starts from picking, kneading and baking tea leaves to bringing the personally handmade tea home. Visitors taste the tea-based set meal that cannot be duplicated at other resorts. 2. “Oriental Beauty Tea” and “Miaoli Black Tea,” the teas that are planted, produced, and manufactured by ourselves and win prizes every year, are great niches too.
Xiong Kong Tea Plantation	1. The “Organic Bi-Lo-Chung Green Tea” and “Organic Honey Flavor Black Tea” have special flavor and are very popular among consumers. 2. Tea trees grow in the mountain at an altitude of 700 meters. The isolated mountain area creates unique natural conditions for the completely pollution-free, organic, and ecological tea plantation.
Daliao Historical Tea House	The “wild tea” is traceable to the trees growing more than 35 years in a natural environment nourished only with rain water and air. The “old tree tea” is the indigenous species of Assam black tea and both feature rich and sweet taste and stand multiple infusion. They are rare, unmatchable, and special tea. .
Daxi Tea Factory	Daxi Tea Factory uses natural farming technique for planting. The tea machine, an antique of more than 70 years old, is running for production. Our tea masters insist on quality in their career. More than tea, what they make here is a heritage of the soul in a historical time and space, or a history and warmth of the tea that cannot be duplicated.
Key account marketing	1. We are proficient in channels and customer emotional relationship. What we sell as an agent are the products of international brand awareness. 2. The products that we sell directly by ourselves are sold with our private brands, and the a variety of tea products are supplied on the market. From planting in our tea plantations to the integrated production at the factory, all the products are guaranteed with our goodwill and consumers can drink safety and comfortably.
Interior construction	With the support of our engineering technique, mature management system, and sound financial status, we are more advantageous than other contractors or companies in contracting large projects.

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4. Favorable and unfavorable factors of development and countermeasures

Tea

Favorable factors: 1. We manage the tea plantations and factories independently and can ensure the quality and safety or our products from planting in the tea plantations to the manufacturer of tea at the factory. 2. Our private brands can ensure long-term operation and profitability. 3. The sound financial status of the Company supports the total planning in the agricultural areas and the investments in phases to introduce equipment and technology. 4. We have established deep relationship and friendship with our major customers for many years, and this enhances our sales advantages in the long run. 5. Laopi Tea Farm is engaged in development of new species, including planting, modern irrigation system, mechanical tea tree breeding and harvesting system, automated tea factory, and investment in other agricultural technologies. We cooperate with beverage manufacturers to development new customized tea products. 6. Laopi Tea Farm plants flat-ground tea trees, introduces automated breeding and harvesting systems, and promotes management of tea plantations on the flat ground. Tea products can be sold to beverage factories and hand-shaken tea stores. Unfavorable factors:1. There are many competitive brands on the shelves at the channels. They compete in price and the quality is quite different. 2. The customers of commercial tea channels usually purchase tea at low prices. 3. Laopi Tea Farm cannot produce and supply commercial Oolong tea until May. Countermeasures:1. Create brand value continuously and develop business through different channels. 2. Develop customers with the same awareness of quality and safety as the Company and sell products to these customers. 3. Arrange major customers to visit Laopi Tea Farm to enhance their confidence and facilitate the sales of its tea products. 4. Participate in international food and tea exhibitions to promote

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Operation Overview

	exportation. 5. Create brand value and emphasize the features of the tea to ensure segmentation from imported low-priced tea. 6. Increase the production volume, reduce the production cost, and improve the quality on an annual basis to enhance the competitiveness. 7. Form a strategic alliance with other tea manufacturers that have the same business philosophy as the Company to increase the market share. 8. Develop more applications of tea leaves to increase their consumption.
Neihu Headquarters Store	Favorable factors: 1. Keep providing services for loyal customers in Taipei City and develop new customer groups to increase the sales in new regions. 2. Provide products guaranteed with the goodwill of the Company to ensure good and safe local products. Unfavorable factors: Companies do not completely move to the business district where the Neihu Headquarters Store is located as expected, and the number of customers is limited. Countermeasures: Enhance regular customers, create customer emotional relationship in the existing business district, and extend links to the customers outside the business district.
LuGao Cafe	Favorable factors: Fresh coffee tracing back to the 100% locally planted coffee trees and the production facilities of our own. The beautiful landscape around the tea farm is an important advantage to attract visitors. Unfavorable factors:The flavor of local coffee is much less than the diversified flavor of imported coffee. This is a challenge to the improvement of the barista’s professional technique. Countermeasures: Enhance professional training and cultivate professionals.
Sun Moon Lake Antique Assam Tea Farm	Favorable factors: Persist in brand philosophy, goodwill and outstanding quality. Unfavorable factors: There are many products of quite different quality on the market, and the price competition is fierce and disorderly.

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	Countermeasures: Persist in outstanding quality and brand value, and implement brand commitments.
Tongluo Tea Factory	Favorable factors: Help understand the special tea manufacturing process by organizing the One-Day Tea Farmer event. Unfavorable factors: Be inconveniently located. Visitors must drive to the area and there is no bus available. Countermeasures: Enhance FB and website; cooperate with travel service or market platform operators to contact more travelers.
Xiong Kong Tea Plantation	Favorable factors: The farm produces 100% organic ecological tea certified by Tse-Xin Organic Certification. The farm is close to Taipei Metro Area and visitors can enjoy beautiful mountains, flowers and trees in any season easily . Unfavorable factors: The farm is located in the mountain area and the road is narrow to buses. It is easily affected by weather. It is rainy in winter and the road may collapse and be blocked on rainy days, during typhoon, or in heavy rain. These may make tourists hesitate to visit the farm. Countermeasures: Coordinate with government agencies or contracted construction service providers to eliminate the road disaster as soon as possible.
Daliao Historical Tea House	Favorable factors: Daliao Historical Tea House is an old Japanese residence left from the Showa period. After the renovation, the tea house becomes a place combining the historical interest, art and culture. With tea as the carrier, the flavor of the “wild tea,” and “old tree tea” make people perceive the unique and rich tea culture in Taiwan. Unfavorable factors: There is no direct bus available and the transport is inconvenient for visitors. Countermeasures: 1. Keep organizing exhibitions of arts and fine arts to attract more visitors. 2. Keep providing tea understanding courses to help visitors become more particular about tea and its taste.
Daxi Tea Factory	Favorable factors: 1. The factory has a well-known beautiful historical and cultural building.

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	2. The Organic Honey Flavor Black Tea traces back to natural agricultural technique and is very popular among consumers. Unfavorable factors: There is more demand for repair of the tea factory and renovation of the surroundings. Countermeasures: Make a long-term plan extending quarterly or to the next year in line with the high and low seasons of tourism.
Import and export key account	Favorable factors: Be an agent of famous quality products or for a private brand with good will. Unfavorable factors: The increase of the market expenses and the rise of raw material and shipping charges lead to increase of the cost. Countermeasures: Integrate market segments and utilize resources effectively.
Interior construction	Favorable factors: 1. We have high credibility and stability: We are a listed company with transparent financial status and assets. We are more stable than ordinary contractors and civil engineering companies. Owners and subcontractors have more confidence in our ability to take large contracts. 2. The employment of our personnel is stable. No projects will become chaotic due to frequent change of the responsible personnel. 3. We have a variety of assets and resources and are able to cultivate outstanding subcontractors. Negotiation is relatively easier and this is helpful for external competition and flexible arrangement of productivity among the employees. 4. We have a legal affairs department. It can protect the rights and interests of the Company in terms of contracts and other documents. 5. We operate business from a long-term point of view and our capability of repair under warranty is more trustworthy. Unfavorable factors: 1. Currently, the tenderer offering the lowest price can win the contract of a project. The Company has worse mobility and the administrative expenses are higher than ordinary contractors and companies. Hence, the unit price of the Company is less competitive. 2. As many Taiwanese manufacturers shift their future production

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back to Taiwan, new construction projects increase significantly. Though the market demand increases, manpower is in shortage with increased cost and reduced gross profit as a result. 3. The unit price of raw material soars up and the construction period of new construction is long. The cost is not controlled easily. Countermeasures: 1. Establish good relationship with customers to collect correct information easier and increase the opportunity to take the contract successfully. 2. Cultivate outstanding subcontractors and control the construction progress and quality to reduce the cost. 3. Improve employees’ awareness of labor safety and health to reduce deduction of payment and maintain the gross profit. 4. Establish a labor and raw material quotation survey system to fully understand the actual construction cost.

(II) Important purposes and production processes of main products

Tea	Production process: Soil preparationPlantingCultivationPickingTea leavesSun withering Indoor witheringStir fixationKneadingRollingInitial dry Final dryRefiningFinished product
Neihu Headquarters Store	Food and beverage made using the tea and coffee produced by the Company are offered and sold.
LuGao Cafe	Important purpose: Sale of LuGao coffee beans, coffee products and beverages. Production process: Coffee - TTC coffee farm, Planting→Picking→Washing (natural or honey processing)→Raw bean→Screening and shelling/→Baking Beverage - Pour-over coffee made by professionals or coffee made with coffee machines are offered with the coffee beans of our own brand as the material.
Sun Moon Lake Antique Assam	Important purpose: Sale of Red Jade Black Tea, tea leaves, and cold-brewed tea. Production process: Tea leaves may not be fermented, partially fermented, or

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Operation Overview

Tea Farm	completely fermented depending on the production process. The black tea of Sun Moon Lake Antique Assam Tea Farm is completed fermented. Production process: Tea leaves→Withering→Kneading→Deblocking→Fermentation→Dr ying→Refining and grading Tea beverage : Tea is hand-fused and offered by professionals with the tea leaves of Sun Moon Lake brand as the material.
Tongluo Tea Factory	Important purpose: Sale of Oriental Beauty Tea, tea leaves, and tea beverages. Production process: 1. Black tea: Tea leaves→Withering→Kneading→Deblocking→Fermentation→Drying→Refining and grading 2. Green tea: Tea leaves→Withering→Stir fixation→Kneading→Drying→Refining→Packaging 3. Tea beverage - Tea is hand-infused and offered on the spot with the tea leaves of the Tongluo brand as the material.
Xiong Kong Tea Plantation	Important purpose: Sale of Bi-Lo-Chung Green Tea, tea leaves, and tea beverages. 1. Green tea: Tea leaves→Withering→Stir fixation→Kneading→Drying→Refining→Packaging 2. Tea beverage - Tea is hand-infused and offered on the spot with the tea leaves of Xiong Kong brand as the material.
Daliao Historical Tea House	Important purpose: Sale of “old tree tea,” “wild tea,” tea leaves and tea beverages. 1. Old tree black tea: Tea leaves→Withering→Kneading→Deblocking→Fermentation→Drying→Refining and grading 2. Wild green tea: Tea leaves→Withering→Stir fixation→Kneading→Drying→Refining→Packaging 3. Tea beverage - Tea is hand-infused and offered on the spot with the tea leaves of TTC brand as the material.
Daxi Tea Factory	Important purpose: Sale of Honey Flavor Black Tea , tea leaves, and tea beverages. Production process: 1. Black tea: Tea leaves→Withering→Kneading→Deblocking→Fermentation→Drying→Refining and grading

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1. Green tea: Tea leaves→Withering→Stir fixation→Kneading→Drying→Refining→Packaging 3. Tea beverage - Tea is hand-infused and offered on the spot with the tea leaves of Daxi brand as the material. Important purpose: Divella products, imported alcoholic goods, and tea products of TTC brand introduced to the market and sold through channels. Production process: Import and 1. Produced by overseas manufacturer→Agency export key agreement→Importation→Launched through distributors or TTC→Consumer. account 2. Tea products of TTC brand: The raw material is the tea leaf from our own tea plantation. Rough production, refining, and packaging are completed in an integrated production process. 1. Partition construction: Used for indoor partition. 2. Ceiling construction: Used for indoor space and corridor. Interior 3. Floor construction: Used for indoor floor and staircase. construction 4. Sound absorber construction: Used for machine room, auditorium, and other places for which separation from noisy space is needed.

(III) Supply status of main materials

Tea

The tea leaves mainly come from our tea plantations and factories. We produce and sell tea products by ourselves. The tea leaves produced by each factory are described by type below: 1. Xiong Kong Tea Factory: Organic Bi-Lo-Chung Green Tea, organic Honey Flavor Black Tea, organic Oolong Tea. 2. Fuxing Tea Factory: Chin-Shin Sweet Green Tea, Honey Flavor Black Tea. 3. San Yi Tea Factory: Baozhong Tea, Oolong Tea, Honey Flavor Black Tea, Oriental Beauty Tea. Organic Bi-Lo-Chung Green Tea, organic Honey Flavor Black Tea, organic Oolong Tea. 4. Yuchi Tea Factory: Red Jade Black Tea, Assam Black Tea, Honyun Black Tea 5. Laopi Tea Farm: Assam Green Tea, Jhinhsuan Green Tea, Chin-Shin-Dapan Green Tea, Honey Flavor Black Tea, Red Jade Black Tea, Chin- Shin-Dapan Black Tea, Assam Black Tea, Jinxuan Black Tea. 6. Laopi Refinery Factory: The tea leaves from all other factories are collected and refined, packaged, produced, and manufactured to

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Operation Overview

	commodities.
Neihu Headquarters Store	Products come from the Company and each production base. The supply is sufficient without concern.
LuGao Cafe	LuGao Cafe has its own land for planting and production. It supplies different coffee beans depending on the demand.
Sun Moon Lake Antique Assam Tea Farm	The farm conducts planting, production, manufacture, planting under commission, purchase for processing, and sale on its own.
Tongluo Tea Factory	The factory has its own agricultural land for planting and production.
Xiong Kong Tea Plantation	The farm conducts planting, production, manufacture, and sale on its own.
Daliao Historical Tea House	Products come from the tea leaves planted, produced and manufactured by the Company on its own.
Daxi Tea Factory	The factory has its own agricultural land and conducts planting, production, manufacture, and sale on its own.
Key account	1. Agent service: Orders are placed to overseas manufacturers to meet the demands of the dealers and customers. 2. Products comes from the tea and coffee farms owned by TTC.
Interior construction	Since the material used for interior construction depends on the design of the architect and owner on a case-by-case basis, both domestically produced and imported materials are used for the construction. The supply of the materials is stable.

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(IV) Names of customers that accounted for more than 10% of the total purchase (sales) in any of the most recent two years, the amount and proportion of the purchase (sales), and the reason for the change.

(Where disclosure of the name of any customer is not allowed due to the contract, it may be replace with a code.)

1. Information on the main suppliers in the most recent two years

Unit: NTD thousand

					Unit: NTD thousand	Unit: NTD thousand	Unit: NTD thousand	Unit: NTD thousand
	2019				2020
Item	Name	Amount	Annual net purchase ratio (%)	Relationship with the issuer	Name	Amount	Annual net purchase ratio (%)	Relationship with the issuer
1	SIM34	16,847	11.09%	Nil	SIM34	1,262	0.94%	Nil
2	T1093	15,517	10.22%	Nil	T1093	12,191	9.09%	Nil
3	Others	119,524	78.69%	Nil	Others	120,667	89.97%	Nil
	Netpurchase	151,888	100.00%		Netpurchase	134,120	100.00%

Note 1: Names of suppliers that accounted for more than 10% of the total purchase amount in the most recent two years and the amount and proportion of the purchase; where disclosure of the name of any supplier is not allowed due to the contract or the counterparty is an individual and not a related party, the name may be replace with a code. Note 2: Up to the publication date of this annual report, the 2021 Q1 financial data of the Company were not reviewed by CPAs.

Note 3: Reason for the change: None.

2. Information on the main customers to which goods were sold in the most recent

two years

Unit: NTD thousand

	2. Information on the main customers two years	2. Information on the main customers two years	2. Information on the main customers two years	2. Information on the main customers two years	to which goods were sold in the most recent Unit: NTD thousand	to which goods were sold in the most recent Unit: NTD thousand	to which goods were sold in the most recent Unit: NTD thousand	to which goods were sold in the most recent Unit: NTD thousand
	2019				2020
Item	Name	Amount	Annual net sales ratio (%)	Relationship with the issuer	Name	Amount	Annual net sales ratio (%)	Relationship with the issuer
1	R3334	41,657	13.93%	Nil	R3334	27,418	8.79%	Nil
2	Others	257,341	86.07%	Nil	Others	284,347	91.21%	Nil
	Net sales	298,998	100.00%		Net sales	311,765	100.00%

Note 1: Names of customers that accounted for more than 10% of the total sales amount in the most recent two years and the amount and proportion of the sales; where disclosure of the name of any customer is not allowed due to the contract or the counterparty is an individual and not a related party, the name may be replace with a code. Note 2: Up to the publication date of this annual report, the 2021 Q1 financial data of the Company were not reviewed by CPAs.

Note 3: Reason for the change: None.

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(V) Production quantity and value in the most recent two years

Unit: Kg/NTD thousand

				Unit: Kg/NTD thousand	Unit: Kg/NTD thousand	Unit: Kg/NTD thousand
Year Production quantity/ value Main products	2019			2020
	Capacity	Quantity	Value	Capacity	Quantity	Value
Tea leaf	764,658	808,186	215,108	695,606	619,208	183,768
Others (Note 3)	-	-	11,520	-	-	17,024

• Note 1: Capacity means the quantity of production that a company creates using existing production equipment under normal operation in consideration of downtime and holidays.

• Note 2: If the production of products is replaceable, it can be incorporated in the calculation of the capacity and a note of description is needed.

• Note 3: Others include dried fruit, fruit vinegar, honey, candy, peanut butter, sesame butter, rice cracker, tea vermicelli, camellia oil, bamboo charcoal-filtered water, cold-brewed tea, and coffee.

(VI) Sales quantity and value in the most recent two years

Unit: Quantity - Kg/ton/bottle Value - NTD thousand

					Unit: Quantity - Kg/ton/bottle Value - NTD thousand	Unit: Quantity - Kg/ton/bottle Value - NTD thousand	Unit: Quantity - Kg/ton/bottle Value - NTD thousand	Unit: Quantity - Kg/ton/bottle Value - NTD thousand
Year Sales quantity/ value Main products	2019				2020
	Domestic sales		Export sales		Domestic sales		Export sales
	Quantity	Value	Quantity	Value	Quantity	Value	Quantity	Value
Tea leaf	316,870	203,887	-	-	347,780	193,234	-	-
Food	152,916	35,680	-	-	227,692	30,492	-	-
Agricultural product	2,288	3,188	-	-	3,852	3,086	-	-
Alcoholic drink	2,458	9,608	-	-	3,629	8,942	-	-
Interior construction	-	5,448	-	-		6,768	-	-
Others	-	41,187	-	-		69,243	-	-
Total	474,532	298,998	-	-	582,953	311,765	-	-

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III. The Number of employees, their average service seniority, average age, and education level distribution ratio in the most recent two years up to the publication date of this annual report

to the publication date	to the publication date	of this annual	report
Year		2019	2020	Up to May 10, 2021 in current year (Note 1)
		Standalone	Standalone	Standalone
Number of employees	Management officers	52	51	50
	R&D personnel	3	3	3
	Staff	115	124	128
	Operator	134	142	134
	Total	304	320	315
Average age		41.2	40.0	40.6
Averageyears of service		6.7	6.4	6.6
Education distribution ratio	Doctoral Degree	0	0	1
	Masters degree	10	10	10
	University/ college	149	161	160
	Senior high school	93	100	97
	Below senior high school	52	49	47

Note: 1. The data up to the publication date of this annual report in the current year shall be listed.

IV. Information on environmental expenditure

• (I) Losses arising from environmental pollution in the most recent year up to the publication date of this annual report.

The Company does not belong to the industry that brings about environment pollution, and there is no environment pollution record.

• (II) Estimated amount that may incur currently or in the future and countermeasures

The Company persists in the business philosophy of “health, leisure, environment” and “co-existence with the land” and pays special attention to the issues on GHG and environmental protection. There are no concerns about pollution during the

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Operation Overview

production. Disposal of ordinary industrial wastes are commissioned to qualified suppliers and we establish the “Strategies and Methods for Greenhouse Gas” to follow. Hence, there is no environmental pollution up to the publication date of this annual report.

V. Labor-capital relations

(I) Various employee welfare measures, continuous education, training, retirement systems of the Company and their implementation status; agreements between employers, and employees. and various measures for protecting the interests of employees:

employees:
Employee welfare items	Implementation status
Work environment	The head office is conveniently located in Nankang Software Park, Taipei City, close to Nangang Interchange, and the pivot of three railway lines. There are comprehensive catering, financial, living, medical and communication facilities in the park. It is convenient with great amenities.
Staff dormitory	Free staff dormitories of good quality are provided in Sanxia (New Taipei City), Daxi (Taoyuan), Tongluo (Miaoli) and Pingtung, and air conditioners, wash machines, TV sets, networks, kitchens, recreation rooms, and other facilities are available to meet the accommodation demands of the employees from other cities and counties.
Monthly meal allowance	In addition to the wage, full-time employees can receive a meal allowance of NTD 2,200 every month or the Company hires a cook to provide food service.
Employee safety	The Company uses an access card recognition system. Jie Zheng Property Service & Management Company hires security guards to take the responsibility for access security on working days and holidays. The Company cooperates with the management committee in regular safety inspection of the building and fire control, air conditioning and other facilities. No dangerous machines are installed at the workplace and no pollutant, waste or substance harmful to the environment is produced during the work. There is no concern about any threats to the personal safety of the employees. The Company emphasizes the health of the employees

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Operation Overview

Employee welfare Implementation status items and provides them with regular free physical examination. Smoking is prohibited in the office according to the Tobacco Hazards Prevention Act of the government and promotion activities are arranged to exhort employees to give up smoking. We implement the Act of Gender Equality in Employment by setting up a “sexual harassment reporting system” to protect the safety of the employees at the workplace. (1) For the employees who participate in and effect labor and health insurance according to the regulations of the government, the Company will transfer the application for the maternity, injury or sickness, disability, old-age, survivor, or retirement benefits to the Bureau of Labor Insurance according to the “Labor Insurance Act” and “Enforcement Rules of the Labor Insurance Act.” (2) All the employees of the Company participate in life insurance without regard to their rank or function, and the Company is responsible for full payment of the insurance premium. The insurance policy covers term life insurance, hospitalization insurance, accident insurance, cancer insurance and occupation accident insurance. The spouse and children under 23 are also Employee welfare covered in the hospitalization, accident, and cancer insurance. measures (3) Travel safety insurance at an insured amount of NT$ 10 million is effected for the employees on overseas business travel without regard to their rank. (4) After expiration of the probation period, full-time employees join the Employee Welfare Committee of the Company and enjoy all the welfare measures when they are officially appointed, including allowance for three festivals, company trip, physical examination, recreational ball game, and year-end party. In addition, the Company provides employees and their children with scholarship and wedding and bereavement support payments. Regulations on compensation for occupational accident and consolation money for employees have been established. We encourage employees to make the best use of time for further education. In Employee addition to application for in-service education, employees are arranged to education participate in the courses of the Bureau of Labor Insurance on labor laws and

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Operation Overview

Employee welfare Implementation status items regulations. For the courses provided by the competent authorities of Securities and Futures Bureau and Taiwan Stock Exchange, the heads of related departments will dispatch employees for these courses if needed. New employees must take general training courses (including finance, procurement, information, basic knowledge of law, and knowledge of tea introduction of stores, work rules, Personal Data Protection Act, orientation training, and employee welfare). The head of each department concerned arrange professional training if needed for the work. (For example, all the employees of the recreational stores must take regular professional training in the tea field, including knowledge of tea, infusion of tea, introduction of coffee products, coffee brewing, and reception etiquette training; for other departments, ERP operation training, training of marketing and trading personnel, public relation, etc.) The Company organizes irregular educational training for employees if needed for the business, including business training, understanding and promotion of new products, pruning and trimming of tea trees, fertilization management, practical tea manufacturing courses, and tea evaluation training. The financial and HR departments dispatch personnel for the courses on “Workshop on Promoting Employee training the Adoption of International Financial Reporting Standards in Taiwan,” promotion activities related to financial and tax affairs, and amendments to the Labor Standards Act. External training in 2020: (1) 9 staffs of the Financial Department participated in the continuing education courses in 2020. The total training hours was 42.5 and the expense totaled NT$ 14.5 thousand. (2) 4 staffs of the Audit Office participated in the audit training courses in 2020. The total training hours was 24 and the expense totaled NT$12.5 thousand. (3) 2 staff of the HR Department participated in the training courses. The total training hours was 90 and the expense totaled NT$ 15.48 thousand. (4) 28 staffs of the Pingtung Branch Office (Laopi Tea Farm) participated in the training courses including retraining on operation of fork lift trucks over 1 ton, agricultural product resume counselor, drone training, training on food

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Operation Overview

Employee welfare Implementation status items control safety system, and workshop of Labor Standards Act. The total training hours was 269.5 and the expense totaled NT$ 24.99 thousand. (5) A total of 5 staffs from Daliao Historical Tea House, Sun Moon Lake Antique Assam Tea Farm, and Daxi Tea Factory participated in the “Fire Prevention Management Course,” “Tourism Factory Course” and “Food Sanitation Seminar.” The total training hours was 43 and the expense totaled NT$ 4.8 thousand. (6) 3 staffs of the R&D Section and Key Account Section participated in the “Food Control & Safety System - HACCP Training” and “Food Importer Training.” The total training hours was 73 and the expense totaled NT$ 9.4 thousand. (7) 17 staffs from Yuchi Tea Factory, a unit under Tea Division, participated in the courses on “Planting of Coffee Trees,” “Environment Friendly Soil Management,” “Cupping Training” and “Occupational Safety Training.” The total training hours was 92 and the expenses totaled NT$ 16.5thousand. (8) 2 staff of the Assets Department participated in the “Department Store and Wholesale Market Energy Saving Training.” The total training hours was 8. (9) 1 staff of the Legal Affairs Office participated in the course on “Intellectual Property Management and Effective Corporate Governance.” The total training hours was 3. Internal educational training in 2020: (1) A total of 109 staffs of the head office participated in the “Trading Secrets and Reasonable Measurements of Confidentiality,” “Labor Safety Training,” “CSR Initiation Training,” and “Competency Application.” The total training hours was 156. (2) A total of 48 staffs of the head office participated in the course on “External Connection to Internal Computers” provided by the Information Department. The total training hours was 24. (3) A total of 12 staffs from Laopi Tea Farm, Yuchi Tea Factory and Pingtung Branch Office participated in the “ Level C Tea Manufacture Training” provided by the R&D Section. The total training hours was 96.

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Operation Overview

Employee welfare items	Implementation status
	(4) LuGao Cafe organized the courses on “Labor Safety Training” and “ Self- defense Fire Organization” and “Pour-over Coffee.” A total of 31 staffs participated in these courses and the total training hours was 94. (5) A total of 92 staffs from Yuchi Tea Factory, Nantou Branch Office and Sun Moon Lake Antique Assam Tea Farm participated in the course on “Labor Safety and Health.” The total training hours was 174. (6) A total of 2,482 staffs from Laopi Tea Farm participated in the courses on operation of weeders, operation safety of tea tree pruning machines, planting of tea seedlings, cultivation, fertilization management, pesticide application training, and operation of agricultural machines. The total training hours was 1,752.5. (7) The Pingtung Branch Office organized the course on “Food Registration and Tracing System.” A total of 6 staffs participated in the course and the total training hours was 36. (8)Xiong Kong Tea Factory, Sanxia Branch Office, Miaoli Branch Office, Neihu Headquarters Store, and Daxi Tea Factory organized the course on “Labor Safety Training.” A total of 46 staffs participated in these courses and the total training hours was 73. (9) A total of 52 new comers took the “Education Training for New Employees” in 2020. The total training hours was 86.7. A total of 2,951 staffs participated in the training in 2020. The total training hours was 3,144.2 and the expense totaled NT$ 140.71 thousand.
Retirement system	In response to the implementation of the new pension system, except for employees choosing the old pension system, for whom 8.58% of the income, as retirement funds, is deposited in accounts at the Department of Trusts of the Bank of Taiwan for yields on a monthly basis in accordance with the Labor Standards Act, the Company transfers 6% of the total salary to individual accounts at the Bureau of Labor Insurance for the employees covered by the new pension system from July 1, 2005.
Code of conduct or ethics for	The Company has established the “Code of Conduct or Ethics for Employees.” The employees shall faithfully perform their duties, observe all reasonable rules

• 218 -

Operation Overview

Employee welfare items

Implementation status

employees

and regulations of the Company, and follow the reasonable instructions of the chief officers at all levels. The chief officers shall instruct employees friendly and teach them attentively. Any leave or business trip shall be subject to the attendance management regulations and business trip regulations of the Company. Employees shall work seriously, take good care of public property, reduce waste of resources, improve the quality and efficiency of products, and shall not swagger and swindle in the name of the Company or disclose trading secrets outward.

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Operation Overview

Code of Conduct or Ethics for Employees:

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Code of Conduct or Ethics for Employees

Established on 03.05.2014

1. The Company has established work rules and a Code of Conduct or Ethics for Employees for compliance of the employees in their routine work and actions. The Code of conduct and ethics that the employees should follow are described below:

2. (1) The Company's employees shall have team awareness during the implementation of duties and shall abandon egoism, persist in the principle of good faith, and act in a manner of initiative, conscientiousness, and responsibility.

3. (2) The Company's employees shall not have discrimination or supplanting against others due to gender, race, religious belief, party grouping, sexual orientation, rank, nationality and age.

4. (3) The Company's employees shall jointly maintain a healthy and safe working environment and shall not have any behavior of sex harassment, violence, threat or menace.

5. (4) The Company’s employees shall be responsible for maintaining and maximizing the proper earning that can be obtained by the Company and shall not:

   • a. use the Company’s property, information or take advantage of their positions to have chances to pursue gains for themselves or any third party;

   • b. compete with the Company.

6. (5) The Company’s employees shall fairly treat the parties having business with the Company, and no preference shall be given to any related parties with which they conduct transactions. When performing duties, the Company's employees shall not request, agree to offer, deliver or receive any form of gifts, entertainment, rebates, bribes or improper gains for the benefit of themselves or any third parties. However, the gifts and entertainment shall be limited to those with respect to social customs and manners or those permitted by the Company.

7. (6) The Company's employees shall keep any information known thereby due to their functions, which may have a significant impact on the Company’s trading price of securities, in confidential in accordance with the Securities and Exchange Act before such information is disclosed in public. Also, they shall not use the information to conduct insider trading.

8. (7) The Company's employees shall mutually respect personal privacy and shall not spread

9. 220 -

Operation Overview

any rumor or slander. They shall also carefully retain any matters or confidential information known thereby due to their functions. They shall not disclose such matters or information to others or use them for any purpose other than work unless such matters or information are disclosed by the Company or must be provided for the performance of duties. The same shall apply after termination of their employment.

• (8) The confidential information referred to in the preceding paragraph includes the Company’s personnel and client information, inventions, business secrets, technical data, product design, manufacturing professional knowledge, financial and accounting data, intellectual property rights, and any other undisclosed information which may be used by competitors or may cause damages to the Company or our clients after being disclosed.

• (9) The Company's employees shall ensure the correctness and completeness of the documented information in any form handled thereby and retain such information appropriately.

• (10) The Company's employees shall protect the Company’s data, information systems and network equipment from being stolen, interrupted, destructed and invaded when performing their duties to ensure the confidentiality, completeness and availability of all the data.

• (11) The Company's employees shall not, in any way, influence other employees to provide political contributions, support specific political parties or candidates, or participate in any other political activities. In addition, they shall also not engage in political activities during working time at the working space.

• (12) The Company's employees shall abide by the laws related to intellectual property rights. They shall not illegally use or copy any intellectual property protected by copyright, including books, magazines and software.

• (13) The Company's directors shall actively promote the Company’s ethical principles and encourage the employees to report any known illegal behavior or violation of the Code to the directors in a non-anonymous manner. The Company shall spare no effort to keep whistle-blowers' identity confidential to protect them from any threats.

• In order to maintain gender equality in the workplace and provide our employees a working and service environment free of sexual harassment, the Company establishes the Prevention and Handling Procedures of Sexual Harassment for our employees.

• Computers are the equipment necessary for the Company’s employees. In order to govern the employees’ behavior of using electronic equipment, the Company establishes the Information Safety Policy, the Regulations on Use of Software, and the Internet and E-mail Management Rules for our employees.

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Operation Overview

1. The Company is a company using information systems. Therefore, the use and development of software correlate to our daily works. In order to protect intellectual property rights, the Company specifies on our employment agreements that any intellectual property rights of any third parties shall not be infringed.

2. 222 -

Operation Overview

Guidelines for Employee Complaint

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Guidelines for Employee Complaint

Established on 2015.12.22

Basis: Subject to Article 32 of the Labor Inspection Act.

Article 1 (Unit or personnel handling complaints)

The Company’s employees may submit a complaint to the following personnel if they find any circumstance violating the provisions under the paragraphs in Article 2 of the Guidelines:

1. Directors of their units.

2. Human Resources Department.

Article 2 (Scope of complaints)

The scope of employee-related matters within which a complaint may be made: The Company’s employees may submit a complaint with respect to the following circumstances as long as they occur during the employees’ employment and can be proved:

1. Where loss or damage of the employees’ legitimate rights and interests results from any matters that are not covered in the Company’s current systems, regulations, guidelines or administrative measures, or any negligence.

2. Where the employees’ rights and interests or work are violated or negatively affected due to violation, abuse of authority, or improper treatment or behavior of other employees.

3. Where the employees experience sexual harassment. (Subject to Regulations for Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace.)

4. Other circumstances which are related to business affairs, or for which a complaint should be submitted, or which can be proved.

Article 3 (The format of complaint application form)

Where the rights and interests of the Company’s employees are damaged, they shall use a complaint application form containing the information in the following paragraphs to submit written complaints within 6 months after such

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Operation Overview

damage:

1. Receiver.

2. Contents of the complaint.

3. Name, address, phone number of the complainant; name, address, phone number of the service unit.

4. Date of complaint.

Article 4 (Handling procedure)

Complaint handling procedure:

1. Complaints submitted to directors of units may be in oral form, while other complaints shall be submitted in written form.

2. For complaints submitted to directors of units, the handling personnel shall make a complaint decision within 1 month after accepting such complaint. Where the complainant is dissatisfied with such a complaint decision, he/she may re-submit a complaint according to the format of the complaint application form to the Human Resources Department within 1 month.

3. The Human Resources Department shall make a complaint decision within 1 month after accepting a re-submitted complaint. Where the complainant is dissatisfied with such a complaint decision, he/she may re-submit a complaint according to the format of the complaint application form to the Company’s labor-management conference through the Human Resources Department within 1 month to make a final decision.

4. Complaint decisions and final decisions shall be given to the complainant in written and confidential form, and notify the Human Resources Department of the same; for re-submitted complaints, notify general managers of the same.

Article 5

(Dismissed)

When the Company’s employee-related complaints meet one of the following circumstances, they shall be dismissed:

1. A complaint is re-submitted for the incident which has already been closed or withdrawn through the complaint handling procedure.

2. A complaint lacks specific facts or contents or is submitted without a real name.

3. A complaint is submitted for any matter that exceeds the scope of complaints

4. 224 -

Operation Overview

under the Guidelines.

Article 6 (Suspension of handling)

The handling of a complaint shall be suspended if the complainant applies for mediation or file a suit for the complaint.

Article 7 (Handling of false accusations)

If the Company’s employee-related complaints are determined to be false accusations, the punishment shall be subject to the Company’s Guidelines of Reward and Punishment for Employees.

Article 8 (Obligation of complainants and handling personnel of responsible units)

1. A complainant is obligated to be inquired, reply to inquiries faithfully and provide relevant information during the complaint handling procedure.

2. The handling personnel of responsible units and related parties are obligated to keep any complaints confidential. Otherwise, cases regarding violation of such obligation will be submitted to the Disciplinary Committee and handled in accordance with the Company’s relevant work rules.

3. Before the handling process of an incident for which a complaint is submitted or re-submitted is concluded, the complainant and handling personnel shall keep the relevant information confidential and shall not disclose them.

4. If a party discloses any information related to the complaint with intentional negligence, the party may be, with the agreement of more than half of the Complaint Committee members, handed over to the Human Resources Department and punished depending on the level of the disclosure.

5. Every director and the defendant shall not impose any behavior related to discrimination, threat, post transfer, or other harmful treatment on the complainant, and shall not affect his/her work due to his/her complaint against them.

6. A complainant and the complaint handling personnel shall take a matter-offact attitude. A complainant shall be punished according to related regulations if he/she gives false witness, falsely incriminates or deceives someone, or expose his/her past from malice to attack him/her, or disturbs the order and employee cohesion of the Company on purpose.

Article 9 (Authority of complaint handling personnel)

The complaint handling personnel is responsible for handling complaints within the authorized scope of the administrative system. It shall collect and analyze

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Operation Overview

the relevant information and promptly complete the procedure with fairness, steadiness, and faithfulness.

Article 10 (Period for closure)

A complaint shall be concluded within 1 month after being accepted, whereas, if necessary, the period may be increased by another 1 month, and the complainant shall be informed.

Article 11 The Guidelines shall take effect after the general managers' approval, and the same shall apply to any amendments thereto.

(II) Any loss incurred due to labor-management disputes in the last year up to the publication date of this annual report and any current and future possible estimates and response measures

None.

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Operation Overview

VI. Important contracts

The parties, main contents, restrictive clauses, and start and end dates of any supply/sales contracts, technical cooperation contract, long-term loan contracts, and other important contracts that may affect shareholders’ equity that remain effective up to the publication date of this annual report and expire in the most recent year:

Important Contracts of Taiwan Tea Corporation

Nature of contract	Party	Star and end dates	Main details	Restrictiv e clauses
Lease contract	Great Construction System Inc.	2019.01.01-2020.12.31	Great Construction System Inc. Office Lease Contract	Nil
Lease contract	Hi-Life International Co., Ltd.	2019.06.01-2029.05.31	House Lease contract (Wende Rd.)	Nil
Lease contract	Yong Da Security Service Co., Ltd.	2020.02.01-2021.01.31	Laopi Tea Farm Security Lease Contract	Nil
Lease contract	Jia Jie Apartment Administration Co., Ltd.	2020.11.01-2021.12.31	Asia Plaza Building B1-B3 Security Lease Contract	Nil
Lease contract	Huan-Tsai Chen, Chien-Min Wu, Chunghwa Telecom, Taiwan Mobile, FET, and APT	2019.10.01-2025.09.30	Lease of Land Section 52, 180-1 and 749 in Longquan Section, Neipu Township	Nil
Lease contract	INA Energy Corporation	2019.02.20-2040.06.30	Laopi Tea Farm Phase-II Dormitory Ceiling Construction Project	Nil
Trading contract	Lien Hwa Milling Corp.	2019.10.01-2020.09.30	Pasta Trading Contract	Nil
Trading contract	Huang-Hou Ju	2020.09.01-2021.05.30	Rice Straw Trading contract	Nil
Trading contract	Kawasaki- Kiko Co., Ltd.	2019.12.02-2020.2.03	Laopi Tea Farm Tea Plantation Cultivator Trading Contract	Nil
Trading contract	Cross Service Co., Ltd.	2019.12.02 - up to now	Laopi Farm Color Sorter Trading Contract	Nil
Engineering contract	Hokuan Engineering Co., Ltd.	2018.04.24- up to now	Sewage treatment equipment construction for the residences to the north of the Tongluo Science Park	Nil
Engineering contract	Hokuan Engineering Co., Ltd.	2018.04.24- up to now	Sewage treatment equipment	Nil

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Operation Overview

Nature of contract	Party	Star and end dates	Main details	Restrictiv e clauses
			construction for the industrial and commercial complex to the north of the Tongluo Science Park
Engineering contract	Tuo Neng Engineering Technology Co., Ltd.	2018.05.01-2021.12.31	Conservancy Engineering in the 3rd and 4th Areas of Laopi Tea Farm	Nil
Engineering contract	Tuo Neng Engineering Technology Co., Ltd. Long Wei Construction Co., Ltd.	2018.06.01-2020.03.06	Laopi Tea Factory New Building Construction Project	Nil
Engineering contract	Ding Xin Construction Co., Ltd.	2019.07.29-2021.06.30	Laopi Tea Farm Cargo Warehouse Construction Project	Nil
Engineering contract	SP Gas Co., Ltd.	2018.12.03-2034.12.12	Laopi Tea Factory Natural Gas Pipe Construction Project	Nil
Engineering contract	Topmep Mep / Hvac Engineer Inc.	2018.06.15-2020.12.31	Laopi Tea Factory Water & Electricity Construction Project	Nil
Engineering contract	You Can Agritech Co., Ltd.	2018.09.15~2020.04.28	Phase-III and Phase- IV Drip Irrigation, Water Supply, and Automated System Equipment Construction in Laopi Agricultural Areas	Nil
Engineering contract	Tuo Neng Engineering Technology Co., Ltd.	2018.10.09-2020.04.28	No. 3 and No. 4 Pumping Station Machine Room Phase-II Construction and Soil Preparation Project in Laopi Tea Plantation	Nil
Engineering contract	Tuo Neng Engineering Technology Co., Ltd.	2018.11.23-2020.07.31	Laopi Tea Farm Phase-II Dormitory Construction Project	Nil
Engineering contract	Ekiryo Technology Engineering Co., Ltd.	2020.11.05-2021.02.04	Laopi Tea Factory Conveyor Equipment and Automated Control Engineering	Nil
Engineering contract	Metropolitan Engineering Consulting Co.,Ltd.	2020.02.20- up to now	Construction Project in Industrial Park, Jiuhu North Section,	Nil

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Operation Overview

Nature of contract	Party	Star and end dates	Main details	Restrictiv e clauses
			Tongluo
Engineering contract	Da Mao Air Conditioning Industrial Co., Ltd.	2020.04.27-2020.10.27	Laopi Tea Factory Partition and Air Conditioner Installation Project	Nil
Engineering contract	BES Engineering Corp.	2020.04.01-2021.06.30	Lightweight Partition Construction in the Information and Ding Pu Technology Buildings of Hua Nan Commercial Bank	Nil
Engineering contract	Ri Sheng Engineering Co., Ltd.	2020.06.18-2021.03.31	Conservancy Engineering in Daxi Forestry Recreational Farm, Taoyuan	Nil
Engineering contract	Dragon International Development Consultants Co., Ltd	2020.09.18- up to now	Development of Recreational Facilities in Zhuwei Section, Tongluo	Nil
Engineering contract	Yi Chuan Construction Engineering Co., Ltd.	2020.10.28-2021.06.30	Laopi Tea Farm Road Pavement Project	Nil
Engineering contract	Techbishi Refrigeration Technologies Co., Ltd.	2020.11.12- up to now	Laopi Tea Factory Warehouse Freezer Equipment Project	Nil
Engineering contract	AMASTek Inc.	2020.12.22- up to now	Laopi Tea Factory Production Line Monitoring System Project	Nil
Engineering contract	Yea Fa Co., Ltd.	2020.12.01-2021.02.28	Laopi Tea Factory Electric Baking Oven and Packaging Department Power Distribution Project	Nil
Technology development project	Council of Agriculture, Executive Yuan	2019.01.01-2020.12.31	Laopi Tea Farm Technology Development Project in Agriculture	Nil
Loan contract	Nankang Science Industrial Park Branch of Chang Hwa Commercial Bank	2020.10.01-2022.10.01	Mid-term loan	Nil
Loan contract	Nankang Science Industrial Park Branch of Chang Hwa Commercial Bank	2020.10.01-2023.10.01	Mid-term loan	Nil
Loan contract	Nankang Science Industrial Park Branch of Chang Hwa Commercial Bank	2020.05.19-2030.03.19	Long-term loan	Nil

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Operation Overview

Nature of contract	Party	Star and end dates	Main details	Restrictiv e clauses
Loan contract	Mega Bills	2021.01.11-2023.01.10	Mid-term loan	Nil
Loan contract	Fuhsing Branch of Hua Nan Commercial Bank	2019.05.22-2029.05.22	Long-term loan	Nil
Loan contract	Fuhsing Branch of Hua Nan Commercial Bank	2020.06.02-2022.06.02	Mid-term loan	Nil
Loan contract	Fuhsing Branch of Hua Nan Commercial Bank	2020.09.28-2027.09.28	Mid-term loan	Nil
Loan contract	World Trade Center Branch of Taiwan BusinessBank	2014.05.07-2021.11.07	Long-term loan	Nil
Loan contract	World Trade Center Branch of Taiwan Business Bank	2020.11.17-2022.11.17	Mid-term loan	Nil
Loan contract	World Trade Center Branch of Mega International Commercial Bank	2015.07.01-2022.07.01	Long-term loan	Nil
Loan contract	World Trade Center Branch of Mega International Commercial Bank	2020.06.05-2022.06.04	Mid-term loan	Nil
Loan contract	Entie Commercial Bank	2020.12.28-2023.12.28	Mid-term loan	Nil
Loan contract	Business Department of Agricultural Bank of Taiwan	2018.03.05-2028.03.05	Long-term loan	Nil
Loan contract	Business Department of Agricultural Bank of Taiwan	2021.03.25-2024.03.25	Mid-term loan	Nil

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Financial Overview

Six. Overview of Finances

I. Condensed financial statement and statement of comprehensive income and CPAs’ audit opinions in the most recent five years

(I) Condensed balance sheet

1. Condensed separate balance sheet - IFRSs

Unit: NT$ thousand

1. Condensed	1. Condensed	separate balance sheet - IFRSs Unit: NT$ thousand	separate balance sheet - IFRSs Unit: NT$ thousand	separate balance sheet - IFRSs Unit: NT$ thousand	separate balance sheet - IFRSs Unit: NT$ thousand	separate balance sheet - IFRSs Unit: NT$ thousand
Year Item		Financial data in the most recent five years (Notes 1, 5)
		2016	2017	2018	2019	2020
Current asset		2,194,314	1,061,347	1,105,072	1,113,001	1,178,483
Property, Plant and Equipment (Note 2)		3,793,420	4,272,205	6,017,285	6,091,527	6,504,497
Net investment property		17,972,578	17,843,666	16,729,301	17,163,854	17,093,694
Intangible Assets		759	2,838	2,328	1,948	1,512
Biological assets - non- current		Note 4	Note 4	Note 4	Note 4	Note 4
Other assets (Note 2)		410,836	439,342	502,189	225,404	320,302
Total assets		24,371,907	23,619,398	24,356,175	24,595,734	25,098,488
Current liabilities	Before distribution	1,135,186	885,066	499,045	618,539	1,001,587
	After distribution (Note 3)	1,520,160	1,270,016	736,010	Note 3	Note 3
non-current liabilities		7,178,280	6,448,307	7,705,343	8,213,526	8,304,711
Total liabilities	Before distribution	8,313,466	7,333,373	8,204,388	8,832,065	9,306,298
	After distribution (Note 3)	8,698,440	7,718,323	8,441,353	8,832,065	Note 3
Share capital		7,700,000	7,700,000	7,900,000	7,900,000	7,900,000
Additional paid-in capital		2,109,775	2,109,775	2,206,175	2,206,175	2,206,175
Retained earnings	Before distribution	6,248,657	6,476,327	6,086,068	5,705,191	5,688,758
	After distribution (Note 3)	5,863,683	6,091,377	5,849,103	5,705,191	Note 3
Total equity	Before distribution	16,058,441	16,286,025	16,151,787	15,763,669	15,792,190
	After distribution (Note 3)	15,673,467	15,901,075	15,914,822	15,763,669	Note 3

Note 1:The separate financial statements of the Company from 2016 to 2020 have been audited by CPAs. Note 2:The Company did not performed asset revaluation from 2016 to 2020.

Note 3:The 2016 shareholders’ meeting resolved cash dividend distribution of NTD 0.5 per share in cash; the 2017 shareholders’ meeting resolved cash dividend distribution of NTD 0.48734177 per share; the 2018 shareholders’ meeting resolved cash dividend distribution of NTD 0.3 per share; the 2019 shareholders’ meeting resolved not to distribute dividends; the 2020 Board of Directors resolved not to distribute dividends. This resolution is to be approved at the shareholders’ meeting.

Note 4:In 2017, the bearer plants initially stated under the biological assets were reclassified in the category of property, plant and equipment according to the amended IAS41. The book amount in 2016 was adjusted retrospectively.

Note 5:Up to the publication date of this annual report, the 2021 Q1 financial data of the Company were not reviewed by CPAs.

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Financial Overview

2. Condensed consolidated balance sheet - IFRSs

Unit: NT$ thousand

		Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand
Year Item		Financial data in the most recent five years (Note 1)
		2016	2017	2018	2019	2020
Current asset		2,207,450	1,061,347	1,105,072	Not applicable	Not applicable
Property, Plant and Equipment (Note 2)		3,823,875	4,272,205	6,017,285
Netinvestment property		17,972,578	17,843,666	16,729,301
IntangibleAssets		759	2,838	2,328
Biological assets - non-current		Note 4	Note 4	Note 4
Otherassets (Note2)		367,331	439,342	502,189
Totalassets		24,371,993	23,619,398	24,356,175
Current liabilities	Before distribution	1,135,272	885,066	499,045
	After distribution (Note 3)	1,520,246	1,270,016	736,010
non-currentliabilities		7,178,280	6,448,307	7,705,343
Total liabilities	Before distribution	8,313,552	7,333,373	8,204,388
	After distribution (Note 3)	8,698,526	7,718,223	8,441,353
Equity attributable to the owner of the parent company		16,058,441	16,286,025	16,151,787
Share capital		7,700,000	7,700,000	7,900,000
Additionalpaid-incapital		2,109,775	2,109,775	2,206,175
Retained earnings	Before distribution	6,248,657	6,476,327	6,086,068
	After distribution (Note 3)	5,863,683	6,091,377	5,849,103
non-controllinginterest		0	0	0
Total equity	Before distribution	16,058,441	16,286,025	16,151,787
	After distribution (Note 3)	15,673,467	15,901,075	15,914,822

Note 1:The consolidated financial statements of the Company from 2015 to 2018 have been audited by CPAs.

Note 2:The Company did not perform asset revaluation from 2015 to 2018.

Note 3: The 2016 shareholders’ meeting resolved cash dividend distribution of NTD 0.5 per share in cash; the 2017 shareholders’ meeting resolved cash dividend distribution of NTD 0.48734177 per share; the 2018 shareholders’ meeting resolved cash dividend distribution of NTD 0.3 per share.

Note 4:In 2017, the bearer plants initially stated under the biological assets were reclassified in the category of property, plant and equipment according to the amended IAS41. The book amount in 2016 was adjusted retrospectively.

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Financial Overview

(II) Statement of comprehensive income

1. Condensed separate statement of comprehensive income - IFRSs

Unit: NT$ thousand

		Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand
Year Item		Financial data in the most recent five years (Note 1)
		2016	2017	2018	2019	2020
Operating revenue		610,806	2,251,956	254,237	298,998	311,765
Gross profit		275,276	740,088	115,603	120,848	124,644
Operating profit or loss		(34,419)	386,605	(172,642)	(169,026)	(147,563)
Non-operating revenue and expense		340,518	218,369	118,666	(3,529)	115,015
Net profit (loss) before tax		306,099	604,974	(53,976)	(172,555)	(32,548)
Net profit (loss) for the year		310,166	622,093	(41,988)	(145,955)	(17,351)
Other comprehensive income (net after tax) for the period		2,035	(2,179)	(14,553)	(5,198)	45,872
Total consolidated income for the current period		312,201	619,914	(56,541)	(151,153)	28,521
Earnings per Share	Basic	0.40	0.81	(0.05)	(0.18)	(0.02)
	Dilution	0.40	0.81	(0.05)	(0.18)	(0.02)

Note 1: The separate financial statements of the Company from 2016 to 2020 have been audited by CPAs. Note 2: Up to the publication date of this annual report, the 2021 Q1 financial data of the Company were not reviewed by CPAs.

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Financial Overview

2. Condensed consolidated statement of comprehensive income - IFRSs

Unit: NT$ thousand

2. Condensed	2. Condensed	consolidated statement of comprehensive income - IFRSs Unit: NT$ thousand	consolidated statement of comprehensive income - IFRSs Unit: NT$ thousand	consolidated statement of comprehensive income - IFRSs Unit: NT$ thousand	consolidated statement of comprehensive income - IFRSs Unit: NT$ thousand	consolidated statement of comprehensive income - IFRSs Unit: NT$ thousand
Year Item		Financial data in the most recent five years (Note 1)
		2016	2017	2018	2019	2020
Operating revenue		610,770	2,251,921	254,237	Not applicable.	Not applicable.
Gross profit		275,240	740,053	115,603
Operating profit or loss		(38,217)	385,561	(172,642)
Non-operating revenue and expense		344,316	219,413	118,666
Net profit (loss) before tax		306,099	604,974	(53,976)
Net profit (loss) for the year		310,166	622,093	(41,988)
Other comprehensive income for the period (Net after tax)		2,035	(2,179)	(14,553)
Total consolidated income for the current period		312,201	619,914	(56,541)
Net profit attributable to the owner of the parent company		310,166	622,093	(41,988)
Net profit attributable to non-controlling equity		0	0	0
Total comprehensive income attributable to the owner of the parent company		312,201	619,914	(56,541)
Total comprehensive income attributable to non- controlling equity		0	0	0
Earnings per Share	Basic	0.40	0.81	(0.05)
	Dilution	0.40	0.81	(0.05)

Note 1: The consolidated financial statements of the Company from 2016 to 2018 have been audited by CPAs.

(III) Names of CPAs and their audit opinions

Year/ period	CPA firm	Address	Title	Name	Audit opinion
2016	EY Taiwan	Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan	Certified Public Accountant	Li-Huang Li Wen-Fang Fu	Unqualified opinion
2017	EY Taiwan	Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan	Certified Public Accountant	Li-Huang Li Wen-Fang Fu	Unqualified opinion

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Financial Overview

2018	EY Taiwan	Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan	Certified Public Accountant	Li-Huang Li Wen-Fang Fu	Unqualified opinion
2019	EY Taiwan	Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan	Certified Public Accountant	Chih-Ming Chang Chun-Ting Ma	Unqualified opinion
2020	EY Taiwan	Address: 9F., No. 333, Section 1, Keelung Road, Taipei City, Taiwan	Certified Public Accountant	Chih-Ming Chang Chun-Ting Ma	Unqualified opinion

• 235 -

Financial Overview

II. Financial analysis in the most recent five years

(I) Financial analysis of separate statements in the most recent five years - IFRSs

(I)Financial analysis of separate	(I)Financial analysis of separate	statements in the most recent fiveyears - IFRSs	statements in the most recent fiveyears - IFRSs	statements in the most recent fiveyears - IFRSs	statements in the most recent fiveyears - IFRSs	statements in the most recent fiveyears - IFRSs
Year (Note 1) Analysisitem(Note2)		Financial analysis in the most recent five years
		2016	2017	2018	2019	2020
Financial structure (%)	Ratio of liabilities to assets	34.11	31.04	33.68	35.90	37.07
	Ratio of long-term capital to property, plant, and equipment	612.55	532.14	396.47	393.61	370.46
Solvency	Current ratio (%)	193.30	119.91	221.43	179.94	117.66
	Quick ratio (%)	13.68	27.87	46.91	26.01	20.49
	Interest coverage ratio (times)	5.45	13.64	0.01	(1.16)	0.54
Operating ability	Receivables turnover rate (times)	4.36	43.46	13.95	17.60	17.30
	Average days' sales in receivables	83.71	8.39	26.16	20.73	21.09
	Inventory turnover rate (times)	0.16	1.07	0.17	0.20	0.21
	Payables turnover rate (times)	0.72	2.28	0.60	11.26	11.26
	Average days' sales in inventory	2281.25	341.12	2,147.05	1,825.00	1,738.09
	Property, plant and equipment turnover rate (times)	0.25	0.55	0.04	0.04	0.04
	Total asset turnover rate (times)	0.02	0.09	0.01	0.01	0.01
Profitability	Return on assets (%)	1.44	2.74	0.00	(0.35)	0.18
	Return on equity (%)	1.92	3.84	(0.25)	(0.91)	(0.11)
	Ratio of net income before tax to paid-in capital (%)	3.97	7.85	(0.68)	(2.18)	(0.41)
	Net profit margin (%)	50.78	27.62	(16.51)	(48.81)	(5.56)
	EPS (NT$)	0.40	0.81	(0.05)	(0.18)	(0.02)
Cash flows	Cash flow ratio (%)	NA	192.59	NA	NA	NA
	Cash flow adequacy ratio (%)	15.95	48.43	30.17	24.43	20.83
	Cash reinvestment ratio (%)	(8.70)	25.68	NA	NA	NA
Leverage	Operating leverage	(6.75)	1.76	(0.36)	(0.43)	(0.63)
	Financial leverage	0.35	1.13	0.75	0.69	0.65
Please describe the reasons for change of the financial ratio in the most recent two years. (Analysis is not needed if the change in increase or decrease does not reach 20%.) Nil Changes in increase/decrease did not reach 20%

Note 1: The separate financial statements of the Company from 2016 to 2020 have been audited by CPAs.

Note 2: Up to the publication date of this annual report, the 2021 Q1 financial data of the Company were not reviewed by CPAs.

Note 3: Please refer to Pages 237-238 for the calculation formula.

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Financial Overview

(II) Financial analysis of consolidated statements in the most recent five years - IFRSs

Year (Note 1) Analysis item(Note 3)	Year (Note 1) Analysis item(Note 3)	Financialanalysisinthemostrecentfive years	Financialanalysisinthemostrecentfive years	Financialanalysisinthemostrecentfive years	Financialanalysisinthemostrecentfive years	Financialanalysisinthemostrecentfive years
		2016	2017	2018	2019	2020
Financial structure (%)	Ratio of liabilities to assets	34.11	31.04	33.68	Not applicable.	Not applicable.
	Ratio of long-term capital to property, plant, and equipment	607.67	532.14	396.47
Solvency	Currentratio (%)	194.44	119.91	221.43
	Quick ratio (%)	14.83	27.87	46.91
	Interest coverage ratio (times)	5.45	13.64	0.01
Operating ability	Receivables turnover rate (time)	6.78	75.28	13.95
	Average days' sales in receivables	53.83	4.84	26.16
	Inventory turnover rate (times)	0.16	1.07	0.17
	Payables turnover rate (time)	0.72	2.28	0.60
	Average days' sales in inventory	2281.25	341.12	2,147.05
	Property, plant and equipment turnover rate (times)	0.25	0.55	0.04
	Total asset turnover rate (time)	0.02	0.09	0.01
Profitability	Returnonassets (%)	1.44	2.74	0.00
	Return on equity (%)	1.92	3.84	(0.25)
	Ratio of net income before taxto paid-incapital(%)	3.97	7.85	(0.68)
	Net profit margin (%)	50.78	27.62	(16.51)
	EPS (NT$)	0.40	0.81	(0.05)
Cash flows	Cash flowratio (%)	NA	193.90	NA
	Cash flow adequacy ratio (%)	15.67	52.22	32.68
	Cash reinvestmentratio (%)	NA	25.90	NA
Leverage	Operatingleverage	(6.08)	1.76	(0.36)
	Financial leverage	0.37	1.13	0.75
Please describe the reasons for change of the financial ratio in the most recent two years. (Analysis is not needed if the change in increase or decrease does not reach 20%.) Changes in increase/decrease did not reach 20%

Note 1: The consolidated financial statements of the Company from 2016 to 2018 were audited by CPAs.

Note 2: The calculation is listed as follows:

1. Financial structure

2. (1) Debt to assets ratio = Total liabilities / total assets.

(2) Ratio of long-term funds to property, plant, and equipment = (Total equity + non-current liabilities) / net property, plant and equipment.

1. Solvency

2. (1) Current ratio = Current assets / current liabilities.

3. (2) Quick ratio = (Current assets - inventory - prepayment) / current liabilities.

4. (3) Interest coverage ratio = Net profit before income tax and interest expenses / interest expenses for the period.

5. 237 -

Financial Overview

1. Operating ability

2. (1) Receivables (including accounts receivable and notes receivable from operation) turnover rate = Net sales / average balance of accounts receivable (including accounts receivable and notes receivable from operation) balance.

3. (2) Average days sales in recei vables = 365 / receivables turnover rate.

4. (3) Inventory turnover rate = Cost of sales / average inventory.

5. (4) Payables (including accounts payable and notes payable from operation) turnover rate = Cost of sales / average balance of accounts payable (including accounts payable and notes payable from operation) balance.

6. (5) Average days sales in inventory = 365 / inventory turnover rate.

7. (6) Property, plant and equipment turnover rate = Net sales / average net property, plant and equipment.

8. (7) Total assets turnover rate = Net sales / average total assets.

9. Profitability

(1) Return on assets = [Profit and loss after tax + interest expense × (1 - tax rate)] / average total assets.

• (2) Return on equity = Profit and loss after tax / average total equity.

• (3) Net profit margin = Profit and loss after tax / net sales.

• (4) EPS = (Profit and loss attributable to the owner of parent company - dividends from preferred shares) / weighted average number of issued shares. (Note 4)

• Cash flows

• (1) Cash flow rate = Net cash flow from operating activities / current liabilities.

• (2) Net cash flow adequacy ratio = Net cash flow from operating activities in the most recent five years / (capital expenditure + increase in inventory + cash dividends) in the most recent five years.

• (3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends) / (gross of property, plant and equipment

  • • long-term investment + other non-current assets + operating funds). (Note 5)

• Leverage

• (1) Operating leverage = (Net operating revenue - variable costs and expenses of operations) / operating profit (Note 6).

• (2) Financial Leverage = Operating income / (Operating income - Interest expenses)

• Note 4: For the aforementioned calculation formula of EPS, attention shall be paid to the following matters during the measurement:

• The weighted average number of common shares shall apply rather than the issues shares at the end of the year.

• In case of capital increase in cash and trading of treasury stocks, the circulation period shall be taken into account when calculating the weighted average number of stocks.

• In case of capital increase by earnings or capital reserve, retrospective adjustment must be conducted in proportion to the increase of capital when calculating the EPS in the previous year and every six months without the need to consider the issue period for the said increase of capital.

• If the preferred stocks are inconvertible cumulative preferred stocks, the dividends of the current year (distributed or not) shall be deducted from the net profit after tax, or net loss after tax must be added. If the preferred stocks are not cumulative preferred stocks, the dividends from preferred stocks shall be deducted from the net profit after tax, if any; no adjustment is needed in case of loss.

• Note 5: For the cash flow analysis, attention shall be paid to the following matters during the measurement:

• Net cash flow from operating activities means the net cash inflow from operating activities in the statement of cash flow.

• Capital expenditure means the cash outflow from capital investment every year.

• Increase of inventory shall be calculated only when the balance at the ending of the period is greater than the balance at the beginning of the period; it shall be calculated as zero if the inventory decreases at the end of the year.

• Cash dividends include the cash dividends from common and preferred shares.

• Gross of property, plant and equipment means the total amount of the property, plant and equipment before deduction of accumulated depreciation.

Note 6: Issuers shall distinguish fixed from variable operating costs and expenses by their nature. When estimations or subjective judgments are involved, special attention shall be paid to their reasonableness and consistency shall be maintained.

• 238 -

Financial Overview

III. Audit Committee's review report on the financial statements in the most recent years

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

• 239 -

Financial Overview

IV. Separate financial statements of the Company in the must recent year audited and certified by CPAs

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

• 240 -

Financial Overview

have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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

• 241 -

Financial Overview

the years ended December 31, 2020 and 2019, respectively.

Responsibilities of Management and Those Charged with Governance for the Individual 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:

1. 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 for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

2. 242 -

Financial Overview

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

1. 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.

2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

3. 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.

4. 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.

5. 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 are therefore the key audit matters. We describe these matters in our auditor’s report unless law

• 243 -

Financial Overview

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.

• 244 -

Financial Overview

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 [533 x 64] intentionally omitted <==

ASSETS	Notes	December 31, 2020	December 31, 2019
CURRENT ASSETS
Cashand cashequivalents	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 related parties, 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 assetsheldforsale	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
comprehensiveincome- non-current	4& 6.(2) &12	97,526	52,572
Financialassetsmeasured at amortized cost-
non-current	4& 6.(3) & 8 &12	8,857	9,614
Investments accountedforusing equitymethod	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
Investments property,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)

• 245 -

Financial Overview

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-termborrowings	6.(12) & 8 &12	$80,000	$50,000
Short-term notes and bills payable	6.(13) & 8	-	49,772
Contractliabilities-current	4& 6.(8) & 6.(17)	12,248	21,339
Notes payable	12	3,462	1,623
Accounts payable	12	12,339	11,592
Otherpayables	6.(8) & 7	126,556	135,047
Leasedliability-current	4& 6.(19) &12	922	611
Current portionof long-termdebts	6.(14) & 8 &12	763,300	344,980
Other current liabilities		2,760	3,575
Totalcurrentliabilities		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
Leasedliability- non-current	4& 6.(19) & 7 &12	1,259	1,271
Long-termdeferredrevenue		7,356	7,356
Defined benefitliability,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)
Commonstock		7,900,000	7,900,000
Capitalsurplus		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.

• 246 -

Financial Overview

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)

OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing General and administrative Research and development Expected credit gain Total operating expenses OPERATING LOSS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Financial costs Expected credit gain (losses) Share of profits and loss of associates and joint ventures accounted for using equity method Total non-operating income and expenses LOSS BEFORE INCOME TAX INCOME TAX INCOME NET LOSS OTHER COMPREHENSIVE INCOME Items that will not be reclassified to profit or loss Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using equity method Other comprehensive income for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS (LOSSES) PER SHARE (NT$) Basic earnings (losses) per share Continuing operating loss after tax, net Net Loss Diluted earnings (losses) per share Continuing operating loss after tax, net Net Loss	Notes	For the Years Ended December 31	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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Financial Overview

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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Financial Overview

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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Financial Overview

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 2020 2019 - 479 - (743) 757 - (410,107) (454,627) (5,824) (7,945) 2,217 - 2,006 84,822 (202) (237) (19,669) (2,842) 281,541 306,249 (9,844) (37,216) (88,349) (52,847) 60 65 6 - (247,408) (164,842)	For the Years Ended December 31 2020 2019 - 479 - (743) 757 - (410,107) (454,627) (5,824) (7,945) 2,217 - 2,006 84,822 (202) (237) (19,669) (2,842) 281,541 306,249 (9,844) (37,216) (88,349) (52,847) 60 65 6 - (247,408) (164,842)
	2020
	- - 757 (410,107) (5,824) 2,217 2,006 (202) (19,669) 281,541 (9,844) (88,349) 60 6
	(247,408)
	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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Financial Overview

Taiwan Tea Corporation Notes to Financial Statements

For the Years Ended December 31, 2020 and 2019

(Amounts expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise) (Audited)

1. HISTORY AND ORGANIZATION

Taiwan Tea Corporation (the “Company”) as successor of Mitsui & Co., Ltd was established with four subsidiaries responsible for agriculture, fishery, forestry and animal husbandry in 1950. The Company was privatized since the government implemented the Land-to-the-Tiller Policy in 1952. The Company diversified its operations into production and marketing of tea and other agricultural products, leisure industry, import/export trading (including food and wine), interior design, renovation and construction and real estate management and development. On February 1962, the Company was approved and listed on Taiwan Stock Exchange (TWSE). The Company’s major operating center is registered in 15F., No.3, Park St., Nangang Dist., Taipei City 115, Taiwan (R.O.C.).

2. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR

ISSUE

The individual financial statements of the Company for the years ended December 31, 2020 and 2019 were approved and authorized for issue by the Board of Directors on March 18, 2021.

3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

• (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2020. The new standards and amendments had no material impact on the Company.

• (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.

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Financial Overview

Items	New, Revised or Amended Standards and Interpretations	Effective Date issued byIASB
a	Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16)	January 1, 2021

• A. Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)

The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:

• (a) A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;

• (b) A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and

• (c) A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.

The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Company.

• (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.

below.
Items	New, Revised or Amended Standards and Interpretations	Effective Date issued byIASB
a	IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures	To be determined by IASB
b	IFRS 17 “Insurance Contracts”	January1,2023
c	Classification of Liabilities as Current or Non-current - Amendments to IAS 1	January 1, 2023
d	Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements	January 1, 2022
e	Disclosure Initiative - Accounting Policies – Amendments to IAS 1	January 1, 2023
f	Definition of Accounting Estimates – Amendments to IAS 8	January 1, 2023

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Financial Overview

• A. IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.

IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.

B. IFRS 17 “Insurance Contracts”

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

(a) Estimates of future cash flows;

• (b) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and

• (c) a risk adjustment for non-financial risk.

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Financial Overview

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after January 1, 2023.

• C. Classification of Liabilities as Current or Non-current – Amendments to IAS 1

These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

• D. Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements

• (a) Updating a Reference to the Conceptual Framework (Amendments to IFRS 3) The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.

• (b) Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)

The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.

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Financial Overview

• (c) Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.

• (d) Annual Improvements to IFRS Standards 2018 - 2020

Amendment to IFRS 1

The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.

Amendment to IFRS 9 Financial Instruments

The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.

Amendment to Illustrative Examples Accompanying IFRS 16 Leases

The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.

Amendment to IAS 41

The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.

• E. Disclosure Initiative - Accounting Policies – Amendments to IAS 1

The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.

• F. Definition of Accounting Estimates – Amendments to IAS 8

The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by

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Financial Overview

FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Company.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) Statement of compliance

The financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared 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 FSC of the Republic of China.

(2) Basis of preparation

The financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.

(3) Foreign currency transactions

The Company’s financial statements are presented in NT$.

Transactions in foreign currencies are initially recorded by the Company entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

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Financial Overview

• (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

• (b) Foreign currency items within the scope of IFRS 9 Financial Instruments (Before January 1, 2018: IAS 39 Financial Instruments: Recognition and Measurement) are accounted for based on the accounting policy for financial instruments.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

(4) Current and non-current distinction

An asset is classified as current when:

• (a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

• (b) The Company holds the asset primarily for the purpose of trading (c) The Company expects to realize the asset within twelve months after the reporting period

• (d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is classified as current when:

• (a) The Company expects to settle the liability in its normal operating cycle

• (b) The Company holds the liability primarily for the purpose of trading

• (c) The liability is due to be settled within twelve months after the reporting period

• (d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification

All other liabilities are classified as non-current.

(5) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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Financial Overview

(6) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs

• A. Financial instruments: Recognition and Measurement

The Company accounts for regular way purchase or sales of financial assets on the trade date.

The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:

(a) the Company’s business model for managing the financial assets and (b) the contractual cash flow characteristics of the financial asset.

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as notes receivable, accounts receivable, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

• i the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

• ii the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

• i purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

• ii financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

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Financial Overview

Financial assets measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

• i the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

• ii the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

• i A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

• ii When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income should be reclassified from equity to profit or loss as a reclassification adjustment.

• iii Interest revenue calculated by using the effective interest method (effective interest rate times the carrying amount of the financial asset) or the method stated below should be recognized in profit or loss.

• (i) Purchased or originated credit-impaired financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset.

• (ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently become credit-impaired financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

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Financial Overview

• B. Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Company measures expected credit losses of a financial instrument in a way that reflects:

• (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;

• (b) the time value of money; and

• (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The loss allowance is measures as follow:

• (a) At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.

• (b) At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

• (c) For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

• (d) For lease receivables arising from transactions within the scope of IFRS 16 (before January 1, 2019: IAS 17), the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Company needs to assess whether the credit risk on a financial

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Financial Overview

asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

C. Derecognition of financial assets

A financial asset is derecognized when:

(a)The rights to receive cash flows from the asset have expired

(b) The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred

(c) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.

• D. Financial liabilities and equity

Classification between liabilities or equity

The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at amortized cost

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Financial Overview

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through amortization process of the effective interest rate method.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

• E. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

(7) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• A. In the principal market for the asset or liability, or

• B. In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

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Financial Overview

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(8) Inventories

Inventories are valued at lower of cost and net realizable value item by item.

Costs incurred in bringing each inventory to its present location and condition is accounted for as follows:

Inventories cost is based on weighted average cost basis. Work in progress and finished goods include cost of direct labor and a proportion of manufacturing overheads based on normal operating capacity. Inventories valuation is based on lower of cost or net realizable value and the comparison is made on each individual item.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.

(9) Non-current assets held for sale

amounts will be recovered through a sale transaction that is highly probable within one year from the date of classification and the asset or disposal Company is available for immediate sale in its present condition. Non-current assets and disposal Companys classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

depreciated or amortized.

(10) Investments accounted for using the equity method

The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over

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Financial Overview

which the Company has significant influence.

Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the Company’s related interest in the associate.

When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a prorate basis.

When the associate issues new stock and the Company’s interest in an associate is reduced or increased as the Company fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in additional paid in capital and investment in associate. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes of the associate.

The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Company estimates:

• A. Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment.

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Financial Overview

• B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.

Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

(11) Property, plant and equipment

Property, plant and equipment (include bearer plant) are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

The Company’s forest are mostly under conservation. Felling is restricted or forbidden and should be approved by the authority for 99% of the forest. For the other 1%, the Company is not intended to fell and sell the forest by the sake of environment conversation. The authority passes a limit on the number of approval every year. Therefore, the forest was recognized as land (land attachment).

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Financial Overview

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings
Wooden	5~10 years
Metal	10~20 years
Brick	20~30 years
Reinforced Concrete	40~55 years
Machinery and equipment	3~20 years
Transportation equipment	3~10 years
Office equipment	3~10 years
Other equipment	3~20 years
Right-of-use assets	1~5 years
Leasehold improvements	The shorter of lease terms or economic useful lives
Tea tree	40 years
Fruit tree	50 years
Coffee tree	20 years

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

(12) Investment property

The Company’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal group that is classified as held for sale) in accordance with IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations , investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.

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Financial Overview

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings

30 ～ 50 years

Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.

The Company transfers to or from investment properties when there is a change in use for these assets.

The Company transfers to or from investment properties when there is a change in use for these assets. Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.

(13) Leases

The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:

• A. the right to obtain substantially all of the economic benefits from use of the identified asset; and

• B. the right to direct the use of the identified asset.

For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate standalone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximising the use of observable information.

Company as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the

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Financial Overview

Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:

• A. fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• B. variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• C. amounts expected to be payable by the lessee under residual value guarantees;

• D. the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and

• E. payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

After the commencement date, the Company measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.

At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:

• A. the amount of the initial measurement of the lease liability;

• B. any lease payments made at or before the commencement date, less any lease incentives received;

• C. any initial direct costs incurred by the lessee; and

• D. an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-

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Financial Overview

of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for those leases that the Company accounted for as short-term leases or leases of lowvalue assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.

For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.

Company as a lessor

At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.

For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.

The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.

(14) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is

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Financial Overview

accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

Computer software

The cost of computer software is amortized on a straight-line basis over the estimated useful life.

The Company’s accounting policies on intangible asset are summarized below:

Durable life Amortization method Internally generated or externally acquired	Computer software
	Finite use life Straight-line depreciation Externally acquired

(15) Impairment of non-financial assets

The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Companys of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cashgenerating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that

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Financial Overview

would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or Companys of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (Company of units), then to the other assets of the unit (Company of units) pro rata on the basis of the carrying amount of each asset in the unit (Company of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(16) Revenue recognition

The Company’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follow:

Sale of goods

The Company manufactures and sells tea products and sells real estate. Sales are recognized when the control of the goods is transferred to the customer and the goods are delivered to the customers. At this time, the customer have the right to decide the sale and price of the product , and are capable to prevent other enterprise to manage the use or receive the benefits of the product.

The Company provides its customer with no warranty with the purchase of the products.

The credit period of the Company’s sale of goods is from 30 to 90 days. For most of the contracts, when the Company transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as accounts receivable. The Company usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Company has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Company measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

Construction Revenue

The Company provides maintenance services for the sale of interior construction. Most of the contracts of the Company is customized by the need of customers. The Company has the right to the completion ration of the construction. Accordingly, the Company may recognize the revenue by the completion ratio of the construction. Usually, the contracts have a fixed consideration. Contractual considerations are collected throughtout the time list which are negotiated with the customers. When the Company provide the services to customers which exceed the amount paid from the customer, the contacts should be recognized as contract assets. However, when the amount paid from the customer exceed service provided by the Company, the contacts should be recognized as contract liabilities. For some of the contracts,

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Financial Overview

customers pay the amount according to the bill provided by the Company, and the Company can recognize as revenue.

The period between the transfers of contractual product or service to the customer and the payments by customers is usually within one year, thus, no price was modified by time value of money.

(17) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(18) Post-employment benefits

All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore fund assets are not included in the Company’s individual financial statements.

For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

• A. the date of the plan amendment or curtailment, and

• B. the date that the Company recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

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Financial Overview

(19) Income taxes

Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• A. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

• B. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

• A. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

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Financial Overview

• B. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

5. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s individual financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

(1) Judgment

In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the individual financial statements:

A. Operating lease commitment - Company as the lessor

The Company has entered into commercial property lease agreements for several combinations of investment properties. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

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Financial Overview

• B. Judgment on whether the Company has de facto control without a majority of the voting rights in investee companies

The Company is the largest shareholder of the investee company but does not hold more than 50% of its shares. It is judged that it has no de facto control and only has a significant influence. Please refer to Note 6.(7) for further details.

(2) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

A. Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flows model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

B. Fair value of investment property

As the fair value of investment property disclosed on the balance sheet cannot be determined from active market, instead the fair value is estimated through valuation methods including sales comparison, land development analysis approach, income approach and cost approach. Changes in assumptions about these valuation methods could affect the disclosed fair value of the investment property and impairment testing. Please refer to Note 6 and 12 for more details.

6. CONTENTS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand and petty cash Checking accounts Demand deposits Total	As at	As at
	December 31, 2020	December 31, 2019
	$919 4,831 170,333	$929 2,596 121,759
	$176,083	$125,284

The above cash and cash equivalents were not pledged as collateral or restricted for uses.

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Financial Overview

(2) Financial assets at fair value through other comprehensive income - non-current

Equity instrument investments measured at fair value through other comprehensive income: Unlisted companies stocks	As at	As at
	December 31, 2020	December 31, 2019
	$97,526	$52,572

The Company classified certain of its financial assets as financial assets at fair value through other comprehensive income. Financial assets at fair value through other comprehensive income were not pledge.

The Company dividend income related to equity instrument investments measured at fair value through other comprehensive income for the year ended December 31, 2020 and 2019 are as follow:

e as follow:
Related to investments held at the end of the reporting period Dividends recognized during the period	For theyears ended December 31 2020 2019 $6 $-
		2019 $-

In consideration of the Company’s investment strategy, the Company disposed and derecognized partial equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of such investments for the year ended December 31, 2020 and 2019 are as follow:

The fair value of the investments at the date of derecognition The cumulative gain or loss on disposal reclassified from other equity to retained earnings	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$-	$479
	$-	$5

(3) Financial assets measured at amortized cost

Cash in bank - reserve account Non-current	As at	As at
	December 31, 2020	December 31, 2019
	$8,857	$9,614
	$8,857	$9,614

The Company classified certain financial assets as financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge. Please refer to Note 12 for more details on credit risk.

(4) Notes and accounts receivable

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Financial Overview

Notes receivable Less: loss allowance Notes receivable, net Accounts receivable Less: loss allowance Accounts receivable, net Accounts receivable - related parties Less: loss allowance Accounts receivable - related parties, net	As at	As at
	December 31, 2020	December 31, 2019
	$1,492 -	$2,166 -
	$1,492	$2,166
	$15,938 (69)	$16,291 (100)
	15,869	16,191
	$151 -	$170 -
	$151	$170

• A. The notes receivable and accounts receivable were from operations.

• B. The notes receivable and accounts receivable were not pledged.

• C. Accounts receivable are generally on 30 to 90 day terms (excluding construction). The terms of the construction are dependent on the scale and complexity of the projects. Receivables are collected according to the progress of the construction and reserves are collected at the end of the warranty period according to the contracts. As of December 31, 2020 and 2019, total carrying amount of accounts receivable were NT$16,089 thousand and NT$16,461 thousand, respectively. Please refer to Note 6.(18) for more details on impairment of accounts receivable. Please refer to Note 12 for credit risk management.

(5) Inventories

Property - land Merchandise inventory Finished goods Work in process Raw materials Supplies Goods in transit Total net value	As at	As at
	December 31, 2020	December 31, 2019
	$704,427 33,499 49,057 9,431 79,751 18,199 878	$704,223 35,968 37,892 44,249 46,314 16,390 4
	$895,242	$885,040

• A. Please refer to Note 8 for the above inventories’ pledge against bank guarantee.

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Financial Overview

• B. The expenses relevant to inventory were recognized in operating cost in 2020 and 2019 as follows:

follows:
Inventory sales cost Inventory scrap loss Inventory short (over) Inventory write-down (gain on the reversal of write-down of inventories) Total	For theyears ended December 31,
	2020	2019
	$145,630 130 (233) (215)	$148,224 1,390 (95) 2,703
	$145,312	$152,222

• C. Due to the rising value of the grocery products and the products sold in 2020, the Company had recognized gain from price recovery of inventory in the amount of NT$215 thousand for the year ended December 31, 2020.

• D. The Company did not recognize gain from price recovery of inventory for the year ended December 31, 2019.

(6) Non-current assets held for sale

• A. Through negotiation with sharecropping units on the purchase price and subsequent approval during the board meetings, the contract, to sell land was signed. Non-current assets and disposal Company are classified as held for sale if their carrying amounts will be recovered through a sale transaction that is highly probable within one year from the date of classification and the asset or disposal Company is available for immediate sale in its present condition.

Non-current assets held for sale:

Non-current assets held for sale:
Land	As at
	December 31, 2020	December 31, 2019
	$4,720	$12,752

• B. The above asset was classified from investment property to non-current assets held for sale on the basis of the lower of the difference between carrying value or fair value and the cost of selling the land. Please refer to Note 12 for more detailed information on fair value.

• C. For information about non-current assets held for sale that were pledged by bank as loan collateral, please refer to Note 8.

(7) Investments accounted for using the equity method

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Financial Overview

The following table lists the investments accounted for using the equity method of the Company:

Investee	As at	As at	As at	As at
	December 31,2020		December 31,2019
	Amount	Percentage of Ownership (%)	Amount	Percentage of Ownership (%)
Investments in associates Great Construction System Inc.	$16,775	34.36%	$15,615	34.36%

Investments in associates

• A. The investments in associates of the Company were not significant. The summary financial information of related party is listed below:

Net (loss) income Other comprehensive income, net Comprehensive income for the period	For the years ended December 31,	For the years ended December 31,
	2020	2019
	$1,020 140	$(20,176) 83
	$1,160	$(20,093)

The company holds 34.36% of the voting rights of Great Construction System Inc., it is the single largest shareholder. Total ratio of voting rights held by the chairman and president of Great Construction System Inc. exceeds the Company. Once the cooperation of these two investors to prevent our company from leading the relevance activities of Great Construction System Inc. Therefore, the company has no control over Great Construction System Inc., Ltd. and only has a significant influence.

• B. There is no public quote for investments in associates.

• C. The abovementioned associates had no contingent liabilities or capital commitments as of December 31, 2020 and 2019. No investments in the associates were pledged.

(8) Property, plant and equipment

Owner occupied property, plant and equipment Property, plant and equipment leased out under operating leases Total	As at	As at
	December 31, 2020	December 31, 2019
	$6,497,547 6,950	$6,082,253 9,274
	$6,504,497	$6,091,527

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Financial Overview

A. Owner occupied property, plant and equipment

Land and land improvements Cost As at January 1, 2020 $4,137,885 Additions 569 Disposals (1,754) Transfer between accounts (Note) 82,511 Other changes - As at December 31, 2020 $4,219,211 As at January 1, 2019 $4,093,778 Additions 11,417 Disposals (1,020) Transfer between accounts 33,710 As at December 31, 2019 $4,137,885 Depreciation and impairment: As at January 1, 2020 $7,912 Depreciation 1,316 Disposals - Transfer between accounts - Other changes - As at December 31, 2020 $9,228	Land and land improvements	Buildings	Machinery and equipment	Transportation equipment	Leasehold improvement	Bearer plant	Other equipment	Construction in progress	Total
		$528,566 2,133 (16,921) 29,135 3,041	$47,242 4,692 (2,313) 64,219 -	$33,832 542 (3.002) (210) -	$15,298 - - - 1,300	$573,544 166,236 (144) 4,816 -	$314,882 22,205 (4.569) (23,137) -	$789,700 276,600 - (156,635) -	$6,440,949 472,977 (28,703) 699 4,341
		$545,954	$113,840	$31,162	$16,598	$744,452	$309,381	$909,665	$6,890,263
		$473,725 1,146 - 53,695	$45,395 4,195 (811) (1,537)	$32,006 810 - 1,016	$15,298 - - -	$417,169 134,080 (7,872) 30,167	$216,077 20,871 (405) 78,339	$1,020,315 362,149 - (592,764)	$6,313,763 534,668 (10,108) (397,374)
		$528,566	$47,242	$33,832	$15,298	$573,544	$314,882	$789,700	$6,440,949
		$163,032 14,475 (16,922) - 943	$30,441 7,944 (2,313) 2,772 -	18,138 4,064 (2,904) (210) -	$15,298 - - - -	$19,514 3,117 (144) 4 -	$104,361 28,758 (4,292) (2,588) -	$- - - - -	$358,696 59,674 (26,575) (22) 943
		$161,528	$38,844	$19,088	$15,298	$22,491	$126,239	$-	$392,716

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Financial Overview

Land and land improvements As at January 1, 2019 $6,237 Depreciation 1,675 Disposals - Transfer between accounts - As at December 31, 2019 $7,912 Net carrying amount as at: December 31, 2020 $4,209,983 December 31, 2019 $4,129,973	Land and land improvements	Buildings	Machinery and equipment	Transportation equipment	Leasehold improvement	Bearer plant	Other equipment	Construction in progress	Total
		$148,987 14,063 - (18)	$27,610 3,932 (573) (528)	$14,013 4,125 - -	$15,298 - - -	$17,229 2,819 (534) -	$76,656 27,511 (318) 512	$- - - -	$306,030 54,125 (1,425) (34)
		$163,032	$30,441	$18,138	$15,298	$19,514	$104,361	$-	$358,696
		$384,426	$74,996	$12,074	$1,300	$721,961	$183,142	$909,665	$6,497,547
		$365,534	$16,801	$15,694	$-	$554,030	$210,521	$789,700	$6,082,253

The new part of construction in progress in this year has not been inspected and accepted, so the relevant balance has not been paid, which amount is $57,046 thousand.

Note1: Including transfer to investment property (headquarters) amounting to NT$40,172 thousand and other reclassification.

B. Property, plant and equipment leased out under operating leases

Property, plant and equipment leased out under operating leases
Cost: As at January 1, 2020 Additions Other changes As at December 31, 2020 As at January 1, 2019 Additions As at December 31, 2019 Depreciation and impairment: As at January 1, 2020 Depreciation	Buildings
	$13,378 - (3,040)
	$10,338
	$13,378 -
	$13,378
	$4,104 227

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Financial Overview

ncial Overview
Other changes As at December 31, 2020 As at January 1, 2019 Depreciation As at December 31, 2019 Net carrying amount as of: As at December 31, 2020 As at December 31, 2019	(943)
	$3,388
	$3,826 278
	$4,104
	$6,950
	$9,274

• C. Accumulated impairment

As at December 31, 2020 and 2019, the accumulated impairment of the Company’s property, plant and equipment is as follows:

Item	As at	As at
	December 31, 2020	December 31, 2019
Buildings Machinery and equipment Transportation equipment Other equipment Total	$8,092 3,392 5 1,678	$8,092 3,599 5 1,678
	$13,167	$13,374

In 2020 and 2019, the Company did not recognize impairment loss in property, plant and equipment. In 2020, the reversal of accumulated impairment resulted from the disposal of property, plant and equipment.

• D. The capitalized borrowing costs and capitalization rate of borrowing costs for inventory (property - land) and property, plant and equipment are as follows:

Property - Land & Construction in Progress Capitalization rate of borrowing costs	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$5,824	$7,945
	1.53%~1.72%	1.74%~1.82%

Interest expenses before capitalization were NT$84,967 thousand and NT$83,296 thousand, and the capitalized borrowing costs were NT$5,824 thousand and NT$7,945

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Financial Overview

thousand for the years ended December 31, 2020 and 2019, respectively.

• E. The Company’s property, plant and equipment is provided as a pledge for bank loan. Please refer to Note 8 for details.

• F. The Company’s land at Tongluo Township Miaoli County was acquired by The Science Park Bureau according to Article 11 of the Land Expropriation Act. and was transferred in 2001. Some of the compensation payable to the lessee was still under discussion. Therefore, the compensation payable to the lessee and the receivable from the Miaoli County Government were recorded as estimates. Adjustments can be made should there be any difference. As of December 31, 2020 and 2019, the compensation receivable from the Miaoli County Government was both NT$654 thousand, recognized as other receivable. As of December 31, 2020 and 2019, the compensation payable to the lessee was both NT$2,075 thousand, recognized as other payable. As of the report date, the discussion of the compensation has not been completed.

• G. Following the relevant regulations, the Company had employed other people’s names to register agricultural land for the time being, and these lands were set to be pledged by the Company. As at December 31, 2020 and 2019, the lands that were yet to be registered for property rights are worth NT$45,461 thousand and NT$43,231 thousand and were recognized in other non-current assets.

(9) Investment property

The Comany has entered into commercial property leases on its owned investment properties with terms of between 1 and 10 years.

Cost: As at January 1, 2020 Addition-subsequent expenditure Disposals Transfer from non-current assets held for sold Transfer from property, plant and equipment and other account As at December 31, 2020	Land	Building	Total
	$16,519,043 19,669 (110,142) 6,269 47,001	$1,072,761 - - - -	$17,591,804 19,669 (110,142) 6,269 47,001
	$16,481,840	$1,072,761	$17,554,601

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Financial Overview

Financial Overview
As at January 1, 2019 Addition-subsequent expenditure Disposals Transfer from non-current assets held for sold Transfer from property, plant and equipment and other account As at December 31, 2019 Depreciation and impairment As at January 1, 2020 Depreciation As at December 31, 2020 As at January 1, 2019 Depreciation Impairment losses As at December 31, 2019 Net carrying amount as at: December 31, 2020 December 31, 2019	Land	Building	Total
	$15,953,371 2,842 (114,222) 5,140 671,912	$1,064,996 - - - 7,765	$17,018,367 2,842 (114,222) 5,140 679,677
	$16,519,043	$1,072,761	$17,591,804
	$56,554 -	$371,396 32,957	$427,950 32,957
	$56,554	$404,353	$460,907
	$56,554 - -	$232,512 37,588 101,296	$289,066 37,588 101,296
	$56,554	$371,396	$427,950
	Land	Building	Total
	$16,425,286	$668,408	$17,093,694
	$16,462,489	$701,365	$17,163,854

For the year ended December 31, 2019, the carrying amount of certain investment properties for lease have been written down to their recoverable amount, and as a result impairment loss amount of NT$101,296 thousand has been recognized in the statement of comprehensive income. The recoverable amount was based on fair value less costs of disposal. The fair value was measured using a weighted average of the income approach and the comparison approach, which has been categorized within Level 3 of the fair value hierarchy.

The key assumptions the Company uses to measure the fair value less costs of disposal are as follows:

• (i) Income approach: considering the market rent or average income that a property can be

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Financial Overview

expected to earn under current market conditions, the vacancy rate, additional cost of renovations and the capitalization rate, which is 1.72%.

• (ii) Comparison approach: estimated by the price per ping (about 3.3 square meters).

Rental income from investment property Less: current rental income recognized from direct operating of investment property current rental income unrecognized from direct operating of investment property Total	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$4,960 (2,075) (5,481)	$9,654 (517) (6,919)
	$(2,596)	$2,218

• A. The Company s investment property was pledged as collateral for bank loan, refer to Note 8.

• B. The Company possesses investment property measured at fair value amounting to NT$47,435,429 thousand and NT$44,702,847 thousand on December 31, 2020 and 2019, respectively. The fair values of investment property valued by an independent external appraisal expert on the basis of market evidence and comparison method, were NT$5,665,462 thousand and NT$5,681,562 thousand, respectively. The fair values of investment property valued by internal self-estimation on the basis of market evidence and comparison method, which input is estimated by the price of square meters, were NT$41,769,967 thousand and NT$39,021,285 thousand, respectively.

• C. The Company’s investment property contains several items about land development and recreation industry which principally take place at Taipei, New Taipei city, Taoyuan, Miaoli, Nantou, etc. Additionally, business office located on Sec. 1 Zhongxiao W Road acquired Food and Beverage Service Activities authority.

(10) Intangible assets

Cost: As at January 1, 2020 Addition - sole acquisition As at December 31, 2020	Computer Software
	$7,076 202
	$7,278

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Financial Overview

As at January 1, 2019 Addition - sole acquisition As at December 31, 2019 Amortization and Impairment: As at January 1, 2020 Amortization As at December 31, 2020 As at January 1, 2019 Amortization As at December 31, 2019 Net carrying amount as at: December 31, 2020 December 31, 2019	$6,839 237
	$7,076
	$5,128 638
	$5,766
	$4,511 617
	$5,128
	$1,512
	$1,948

Amortization cost that were recognized in intangible asset is listed:

For the years ended December

	For the years ended December	For the years ended December
Operating Expense	31,
	2020	2019
	$638	$617

(11) Other non-current assets

As at December 31, December 31, 2020 2019

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Financial Overview

Prepayments for business facilities Guarantee deposits paid Other non-current assets-employed other people’s names to register land Other non-current assets-others Total	$88,165 8,206 45,461 53,206	$36,732 10,212 43,231 55,564
	$195,038	$145,739

Please refer to Note 6.(8).G for detailed information of the other non-current assets - employed other people’s names to register land.

Other non-current assets are mainly land development projects, involving a number of land lots. All costs associated with the land development projects have been classified under construction in progress and other non-current assets. The project-related cost was mainly capitalized personnel expenses and progress payment.

(12) Short-term borrowings

Credit loans Letter of credit loans Total Available credit limit Interest rates	As at	As at
	December 31, 2020	December 31, 2019
	$80,000 -	$50,000 -
	$80,000	$50,000
	$78,802	$29,668
	1.27%~2.90%	1.35%~3.88%

The interest rates were based on NTD, EUR and US letter of credit loans’ ranges. Please refer to Note 8 regarding the Company’s assets that were pledged as collateral.

(13) Short-term notes and bills payable

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Financial Overview

A. The short-term notes and bills payable is listed below:

As at December 31, 2020

Loan type	Contract due date	Interest	Amount
Commercial paper As at December 31, 2019 Loan type	September 8, 2021 Contract due date	1.158%~1.25% Unused credit limit Interest	$-
			$50,000
			Amount
Commercial paper	September 8, 2020	1.20%~1.25% Unused credit limit	$49,772
			$-

• B. The commercial paper that was guaranteed by financial institution with maximum maturity date of 180 days and one year contract due time was issued by the Company.

• C. For information relating to the Company’s assets that were pledged as collateral, please refer to Note 8.

(14) Long-term borrowings

Creditor	As at December 31, 2020	Maturity and terms of repayment
Taiwan Business Bank Taiwan Business Bank Mega Bills Mega Bank Mega Bank Mega Bank Chang Hwa Bank Chang Hwa Bank Chang Hwa Bank	$102,000 525,000 1,103,000 240,000 600,000 300,000 50,000 500,000 188,700	The contract will be due on November 7, 2021. Since May 7, 2014, the payment was made semi-annually with a total of 15 terms. The contract will be due on November 17, 2022 and capital employment and repayment are under the Note Issuance Facility. The contract will be due on January 8, 2022 and capital employment and repayment are under the Note Issuance Facility. The contract will be due on July 1, 2022. Since July 1, 2015, the payment was made semi-annually with a total of 9 terms(1ST~4TH term NT$100,000 thousand, 5TH~6THterm NT$30,000 thousand, 7TH~8THterm NT$60,000 thousand, 9THterm NT$120,000 thousand) The contract will be due on July 1, 2022. Since July 1, 2021, the payment was made semi-annually with a total of 3 terms(1ST~2ND term NT$120,000 thousand, 3RDterm NT$360,000 thousand) The contract will be due on June 4, 2022 for repayment. The contract will be due on September 30, 2023. 50% of the principal will be repaid at the next day after 30 months of the first term. The remaining portion will be repaid at maturity date with total amount amortized in 2 terms. The contract will be due on September 30, 2022. 50% of the principal will be repaid at the next day after 18 months of the first term. The remaining portion will be repaid at maturity date with total amount amortized in 2 terms. The contract will be due on March 19, 2030 and since June 19, 2020 interest payment was amortized into 118 terms.

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Financial Overview

		Financial Overview
Creditor	As at December 31, 2020	Maturity and terms of repayment
Agricultural Bank of Taiwan Agricultural Bank of Taiwan Agricultural Bank of Taiwan Agricultural Bank of Taiwan Hua Nan Bank Hua Nan Bank Hua Nan Bank En Tie Bank Subtotal Less: current portion Total Authorized credit limit Unused line of credit Interest rate range	240,000 848,350 587,340 100,000 90,000 21,715 96,420 250,000	The contract will be due on March 5, 2021 for repayment. The contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(1STterm NT$70,000 thousand, 2ND~14THterm NT$60,000 thousand) The loan from the bank was made separately, and the contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(NT$50,000 thousand per term) The loan from the bank was made separately, and the contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(1STterm NT$9,000 thousand, 2ND~14THterm NT$7,000 thousand) The contract will be due on June 2, 2022 for repayment. The contract will be due on May 22, 2029 for repayment and since May 22, 2019 interest payment was amortized monthly. The contract will be due on September 28, 2027. Since December 28, 2020 the payment was amortizes quarterly (NT$3,580 thousand per term), and the balance was paid off in the final term. The contract will be due on December 28, 2023. Since December 28, 2020 the payment was amortized quarterly. The first 2 terms are grace periods. Starting from the 3RDterm, the payment was amortizes quarterly(NT$25,000 thousand per term), and the balance will be paid off by the due date.
	5,842,525 (763,300)
	$5,079,225
	$7,559,400
	$572,660
	1.07%~2.40%

In 2020, the new loan issued amounting to NT$13,117,010 thousand and principal repayment amounting to NT$12,570,810 thousand.

Creditor	As at December 31, 2019	Maturity and terms of repayment
Taiwan Business Bank Taiwan Business Bank Mega Bills Mega Bank Mega Bank Mega Bank Chang Hwa Bank Taiwan Cooperative Bank	$204,000 300,000 1,183,000 270,000 600,000 300,000 50,000 209,100	The contract will be due on November 7, 2021. Since May 7, 2014, the payment was made semi-annually with a total of 15 terms. The contract will be due on October 30, 2021 and capital employment and repayment are under the Note Issuance Facility. The contract will be due on January 8, 2021 and capital employment and repayment are under the Note Issuance Facility. The contract will be due on July 1, 2022. Since July 1, 2015, the payment was made semi-annually with a total of 11 terms(1ST~4TH term NT$100,000 thousand, 5TH~10THterm NT$30,000 thousand, 11THterm NT$120,000 thousand) The contract will be due on July 1, 2022. Since July 1, 2020, the payment was made semi-annually with a total of 5 terms(1ST~4TH term NT$60,000 thousand, 5THterm NT$360,000 thousand) The contract will be due on June 4, 2021 for repayment. The contract will be due on September 30, 2021. 50% of the principal will be repaid at the next day after 30 months of the first term. The remaining portion will be repaid at maturity date with total amount amortized in 2 terms. The contract will be due on March 11, 2030 and since April 11, 2012 interest payment was amortized into 216 terms.

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Financial Overview

Creditor	As at December 31, 2019	Maturity and terms of repayment The contract will be due on January 11, 2021 for repayment. The contract will be due on March 5, 2028 for repayment. The contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(1STterm NT$70,000 thousand, 2ND~14THterm NT$60,000 thousand) The loan from the bank was made separately, and the contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(NT$50,000 thousand per term) The loan from the bank was made separately, and the contract will be due on March 5, 2028. Since March 5, 2021, the payment was made semi-annually with a total of 14 terms(1STterm NT$90,000 thousand, 2ND~14THterm NT$70,000 thousand) The contract will be due on May 15, 2021 for repayment. The contract will be due on May 22, 2029 for repayment and since May 22, 2019 interest payment was amortized monthly. The contract will be due on September 25, 2020 for repayment.
Taiwan Cooperative Bank Agricultural Bank of Taiwan Agricultural Bank of Taiwan Agricultural Bank of Taiwan Agricultural Bank of Taiwan Hua Nan Bank Hua Nan Bank Hua Tai Bank Subtotal Less: current portion Total Authorized line of credit Unused line of credit Interest rate range	260,000 300,000 850,000 480,560 75,370 90,000 24,295 100,000
	5,296,325 (344,980)
	$4,951,345
	$7,139,800
	$689,070
	1.26%~2.40%

In 2019, the new loan issued amount to NT$10,780,010 thousand and principal repayment amounting to NT$10,122,705 thousand.

.

Refer to Note 8 for collateral for long-term borrowings.

(15) Post-employment benefits

A. Defined contribution plan

The defined contribution plan of the Company’s Employee Retirement Plan is regulated according to the provisions of the Labor Pension Act. In accordance with the Act, contributions made by the employer cannot be lower than 6% of the participant’s monthly wages. Therefore, The Company makes 6% contributions of the monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance on a regular basis.

For the years ended December 31, 2020 and 2019, the expenses related to defined contribution plan amounted to NT$9,486 thousand and NT$8,977 thousand, respectively.

B. Defined benefits plan

The Company adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for

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Financial Overview

the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 8.58% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandating, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19.The Company expects to contribute NT$2,387 thousand to its defined benefit plan during the 12 months beginning after December 31, 2020.

As at December 31, 2020 and 2019, the defined benefit plan of the Company was expected to be expired in 2029 and 2028, respectively.

Pension costs recognized in profit or loss for the years ended December 31, 2020 and 2019:

Current period service costs Interest income or expense Total	Forthe years endedDecember31,	Forthe years endedDecember31,
	2020	2019
	$164 88	$164 127
	$252	$291

Changes in the defined benefit obligation and fair value of plan assets are as follows:

Present value of defined benefit obligation Plan assets at fair value Other non-current liabilities - Accrued pension liabilities recognized on the balance sheets	As at	As at
	December 31, 2020	December 31, 2019
	$47,831 (37,000)	$52,475 (38,665)
	$10,831	$13,810

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Financial Overview

Reconciliation of liability of the defined benefit plan is as follows:

As at January 1, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contributions by employer As at December 31, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurement of defined benefit liabilities/asset Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contribution by employer As at December 31, 2020	Defined benefit obligation	Fair value of plan assets	Benefit liability (asset)
	62,098 164 442	(43,842) - (315)	18,256 164 127
	62,704 248 (567) -	(44,157) - - (1,636)	18,547 248 (567) (1,636)
	(319)	(1,636)	(1,955)
	(9,910) -	9,910 (2,782)	- (2,782)
	$52,475 164 347	$(38,665) - (259)	$13,810 164 88
	52,986 1,807 (1,041) -	(38,924) - - (1,544)	14,062 1,807 (1,041) (1,544)
	766	(1,544)	(778)
	(5,921) -	5,921 (2,453)	- (2,453)
	$47,831	$(37,000)	$10,831

The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:

Discount rate Expected rate of salary increases	As at	As at
	December 31, 2020	December 31, 2019
	0.30% 2.00%	0.70% 2.00%

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Financial Overview

A sensitivity analysis for significant assumption as at December 31, 2020 and 2019 is, as shown below:

Discount rate increase by 0.25% Discount rate decrease by 0.25% Future salary increase by 0.25% Future salary decrease by 0.25%	Effect onthe defined benefit obligation	Effect onthe defined benefit obligation	Effect onthe defined benefit obligation	Effect onthe defined benefit obligation
	2020		2019
	Increase defined benefit obligation	Decrease defined benefit obligation	Increase defined benefit obligation	Decrease defined benefit obligation
	$- 1,187 1,164 -	$1,142 - - 1,126	$- 1,268 1,248 -	$1,220 - - 1,208

The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.

There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.

(16) Equities

A. Common stock

The Company’s authorized capital were both NT$16,000,000 thousand, issued capital were both NT$7,900,000 thousand, consisting of 790,000 thousand shares and 790,000 thousand shares at $10 par value each as of December 31, 2020 and 2019, respectively. Each share has one vote and the right to receive dividends.

B. Capital surplus

Additional paid-in capital-premium in excess of the par value of shares issued Treasury shares transaction Capital surplus difference between consideration and carrying amount of subsidiaries acquired or disposed	As at	As at
	December 31, 2020	December 31, 2019
	$1,807,534 346,303 14,671	$1,807,534 346,303 14,671

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Financial Overview

nancial Overview
Capital surplus changes in ownership interests in subsidiaries Employee share options Stock option from convertible bonds Stock granted for free Total	8,227 29,375 64 1	8,227 29,375 64 1
	$2,206,175	$2,206,175

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.

C. Retained earnings and dividend policies

The Company is at growing stage of its life cycle and the business scale is expanding. In order to ensure the sustainable development, the retained earnings of the future should be set aside as stated below:

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company after paying taxes. After making good of the deficit, 10% of the reserve should be set aside as legal reserve only if the amount of the legal reserve has reached that of the paid-in capital. The remaining reserve should be set aside as special reserve. If there is reserve remaining, it can be combined with the accumulated unappropriated earnings and distributed.

The board of directors should make the earnings distribution proposal considering the Company’s operation and ask the shareholders’ resolution to distribute dividends. When the Company distributes shareholder dividends, it can be distributed in cash or stocks, and the cash dividend cannot be less than 10% of the total shareholder dividends. If the company has distributed cash to distribute all or part of dividends and bonuses or legal reserve and capital surplus, it may authorize the board of directors to attend with more than two-thirds of the directors, and more than half of the attending directors agree to do so, and report Shareholders meeting.

According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.

After the adoption of International Financial Reporting Standards, in accordance with Letter Jin-Guan-Zheng-Fa-Zi No. 1010012865 issued by FSC on April 6, 2012, at the firsttime adoption of IFRSs, an entity shall appropriate a corresponding amount to special

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Financial Overview

reserve same as the IFRS adjustment, in which case an entity elects to use exemption application specified in IFRS 1 and resets unrealized revaluation increment and cumulative translation differences under shareholders’ equity to zero, and its retained earnings is being increased accordingly. However, if the retained earnings’ arising from IFRS adjustment at the first-time adoption is insufficient, special reserve shall be appropriated by the amount that retained earnings increase from the IFRS adjustment.

The Company has reversed special reserve to retained earnings for years period ended December 31, 2020 and 2019 as results of the use, disposal or reclassification of related assets in the amounts set out below:

Opening balance Disposal of assets Ending balance	As at December 31, 2020 December 31, 2019 $3,396,105 $3,426,260 (32,441) (30,155) $3,363,664 $3,396,105	As at December 31, 2020 December 31, 2019 $3,396,105 $3,426,260 (32,441) (30,155) $3,363,664 $3,396,105
		December 31, 2019
		$3,426,260 (30,155)
		$3,396,105

The earnings distribution and dividends per share as proposed by the board meeting on March 16, 2020 and resolved by the shareholder’s meeting on May 23, 2019. Because the Company suffered losses in both 2020 and 2019, no earnings was distributed. According to the Company Act, the Company reserves NT $1,601 thousand to be set aside as legal reserve appropriation.

Please refer to Note 6.(20) for details of bonus to employees.

(17) Operating revenue

perating revenue
Revenue from contract with customers Commodity Construction contract Subtotal Rental revenue Total	For the years ended December 31, 2020 2019 $298,486 $282,039 6,768 5,448 305,254 287,487 6,511 11,511 $311,765 $298,998
	2020
	$298,486 6,768
	305,254 6,511
	$311,765

Analysis of revenue from contracts with customers during the years ended December 31, 2020 and 2019 are as follows:

• A. Disaggregation of revenue

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Financial Overview

For the year ended December 31, 2020

Trade and Department Store Revenue from contract with customers Commodity $294,815 Construction contract - Subtotal 294,815 Rental revenue - Total $294,815 Timing of revenue recognition : At a point in time $294,815 Over time - Total $294,815 For the year ended December 31, 2019 Trade and Department Store Revenue from contract with customers Commodity $274,828 Construction contract - Subtotal 274,828 Rental revenue - Total $274,828 Timing of revenue recognition : At a point in time $274,828 Over time - Total $274,828	Trade and Department Store	Assets	Others	Total
	$294,815 -	$3,633 -	$38 6,768	$298,486 6,768
	294,815 -	3,633 6,511	6,806 -	305,254 6,511
	$294,815	$10,144	$6,806	$311,765
	$294,815 -	$3,633 6,511	$38 6,768	$298,486 13,279
	$294,815	$10,144	$6,806	$311,765
		Assets	Others	Total
	$274,828 -	$7,211 -	$- 5,448	$282,039 5,448
	274,828 -	7,211 11,511	5,448 -	287,487 11,511
	$274,828	$18,722	$5,448	$298,998
	$274,828 -	$7,211 11,511	$- 5,448	$282,039 16,959
	$274,828	$18,722	$5,448	$298,998

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Financial Overview

B. Contract balances

• (a) Contract assets - current

Contract assets-the recognized construction in progress is greater than the payment request	As at	As at
	December 31, 2020	December 31, 2019
	$5,784	$2,180

• (b) Contract liabilities - current

Contract liabilities-the progress of the request is greater than the recognized construction in progress	As at	As at
	December 31, 2020	December 31, 2019
	$12,248	$21,339

• (c) Transaction price allocated to unsatisfied performance obligations

The Company’s transaction price allocated to unsatisfied performance obligations is not significant.

• (d) Assets recognized from costs to fulfil a contract

None.

(18) Expected credit losses/ (gains)

Operating expenses - Expected credit losses/(gains) Accounts receivable Non-operating income and expenses - Expected credit losses/(gains) Other receivables	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$(31)	$(49)
	$(191)	$191

Please refer to Note 12 for more details on credit risk.

The Company’s contract assets are mainly arisen from construction. The Company only transacts with counterparties with good credit rating and with no significant default risk. Consequently, it is not expected that the counterparties will not meet its obligations under a contract, leading to a financial loss.

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Financial Overview

The Company measures the loss allowance of its accounts receivables (including accounts receivables - related parties) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as at December 31, 2020 and 2019 were as follow:

the Company considers the grouping of accounts receivables by counterparties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix, details are as follow:

As at December 31, 2020

As at December 31, 2020
Gross carrying amount Loss ratio Lifetime expected credit losses Subtotal	Notyet due		Overdue
	(Note)	<=30 days	31-60 days	>=61 days	Total
	$15,783 0.14%	$253 13.38%	$50 21.57%	$3 94.59%	$16,089 69
	21)	34	11	3
	$15,762	$219	$39	$-	$16,020

As at December 31, 2019

As at December 31, 2019
Gross carrying amount Loss ratio Lifetime expected credit losses Subtotal	Notyet due		Overdue
	(Note)	<=30 days	31-60 days	>=61 days	Total
	$16,361 0.33%	$- 32.22%	$100 46.23%	$- 100%	$16,461 100
	54)	-	46	-
	$16,307	$-	$54	$-	$16,361

Note: The Company’s note receivables are not overdue.

The movement in the provision for impairment of accounts receivable, during the years ended December 31, 2020 and 2019 is as follows:

As at January 1, 2020 Addition/(reversal) for the current period As at December 31, 2020 As at January 1, 2019 Addition/(reversal) for the current period As at December 31, 2019	Accounts receivable	Other receivable
	$100 (31)	$191 (191)
	$69	$-
	$149	$-
	(49)	191
	$100	$191

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Financial Overview

(19) Leases

• A. Company as a lessee

The Company leases various properties, including real estate such as land and buildings, transportation equipment and office equipment. The lease terms range from 1 to 5 years. There are no restrictions placed upon the Company by entering into these leases.

The Company’s leases effect on the financial position, financial performance and cash flows are as follow:

• (a) Amounts recognized in the balance sheet

• i. Right-of-use assets

The carrying amount of right-of-use assets

The carrying amount of right-of-use assets
Land and Buildings Transportation equipment Office equipment Total	As at
	December 31, 2020	December 31, 2019
	$859 1,067 180	$- 1,619 245
	$2,106	$1,864

During the year ended December 31, 2020 and 2019, the Company’s respectively additions to right-of-use assets amounting to NT$910 and NT$1,007 thousand.

ii. Lease liabilities

Lease liabilities Current Non-current	As at
	December 31, 2020 December 31, 2019
	$2,181 $1,882
	$922 $611
	$1,259 $1,271

Please refer to Note 6.(21).D for the interest on lease liabilities recognized during the year ended December 31, 2020 and refer to Note 12.(5) Liquidity Risk Management for the maturity analysis for lease liabilities as at December 31, 2020.

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Financial Overview

• (b) Amounts recognized in the statement of profit or loss

Depreciation charge for right-of-use assets

Land and Buildings Transportation equipment Office equipment Total	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$51 552 65	$528 552 66
	$668	$1,146

• (c) Income and costs relating to leasing activities

The expenses relating to short-term leases The expenses relating to leases of low-value assets (Not including the expenses relating to short-term leases of low-value assets)	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$490 2,295	$779 1,909

• (d) Cash outflow relating to leasing activities

During years ended December 31, 2020 and 2019, the Company’s cash outflows for lease principal repayment is NT$611 thousand and NT$1,180 thousand. For shortterm leases payment is NT$2,761 thousand and NT$2,670 thousand.

• (e) Other information relating to leasing activities

None.

• B. Company as a lessor

Please refer to Note 6.(9) for details on the Company’s owned investment properties and investment properties held by the Company as right-of-use assets. Leases of owned investment properties are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.

Lease income for operating leases Income relating to fixed lease payments and variable lease payments that depend on an index or a rate	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$6,511	$11,511

Please refer to Note 6.(8) for relevant disclosure of property, plant and equipment for

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Financial Overview

operating leases under IFRS 16. For operating leases entered by the Company, the undiscounted lease payments to be received and a total of the amounts for the remaining years as at December 31, 2020 are as follow:

years as at December 31, 2020 are as follow:
Not later than one year Later than one year but not later than two years Later than two years but not later than three years Later than three years but not later than four years Later than four years but not later than five years Later than five years Total	As at
	December 31, 2020	December 31, 2019
	$3,293 1,486 1,429 1,429 1,200 2,382	$7,841 757 686 686 686 3,079
	$11,219	$13,735

(20) Summary statement of employee benefits, depreciation and amortization expenses by function

function
Function Description	For the year ended December 31,2020			For the year ended December 31,2019
	Operating Cost	Operating Expense	Total	Operating Cost	Operating Expense	Total
Employee benefits expense
Salaries and wages	$84,551	$98,583	$183,134	$42,639	$133,121	$175,760
Labor and health insurance	8,884	9,325	18,209	4,470	14,494	18,964
Pension	4,848	4,890	9,738	2,483	6,785	9,268
Directors remuneration	-	14,215	14,215	-	10,970	10,970
Other employee benefits expense	12,640	10,958	23,598	4,224	15,756	19,980
Depreciation and depletion	42,907	50,619	93,526	22,030	71,107	93,137
Amortization	132	506	638	-	617	617

As at December 31, 2020 and 2019, the number of employees of the Company were 330 and 314, respectively. Among them, the number of directors who have not served as employees were both 11.

The Company’s average employee benefits expense was NT$736 thousand for the year ended December 31, 2020. (the current year employee benefits expense excluding director’s remuneration / the current year average number of employees excluding the number of nonemployee directors)

The Company’s average employee benefits expense was NT$739 thousand for the year ended December 31, 2019. (the prior year employee benefits expense excluding director’s remuneration / the prior year average number of employees excluding the number of nonemployee directors)

The Company’s average salaries and wages were NT$574 thousand for the year ended December 31, 2020. (the current year salaries and wages / the current year average number of employees excluding the number of non-employee directors)

The Company’s average salaries and wages were NT$580 thousand for the year ended December 31, 2019. (the prior year salaries and wages / the prior year average number of employees excluding the number of non-employee directors)

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Financial Overview

The Companys average salaries and wages increased by 1% for the year ended December 31, 2020. (the current year average salaries and wages minus the prior year average salaries and wages / the prior year average salaries and wages)

As at December 31, 2020 and 2019, The remuneration of the supervisor are both NT$0 thousand, and the company has set up an audit committee to replace the supervisor in accordance with the regulation

The company’s directors and executive officers’ remuneration policy is based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange”. It is reviewed by the Compensation Committee then submitted to the Board of Directors for approval.

The remuneration policy for executive officers is mainly determined based on personal academic experience, performance, contribution to the company, future potential and company operating performance; the remuneration policy for employees and directors is based on the companys surplus year and is in accordance with the Companys articles of Incorporation. The salary appraisal of the companys employees is mainly based on their academic experience, professional skills and the value of the position held, as well as the salary level of the same industry, and the salary is paid according to the companys "employee title, grade and salary appraisal table". Employee’s salary includes principal salary, various allowances, job bonus, overtime pay and various bonuses, etc. Bonus distribution depends on the companys annual operating surplus status and the contribution of departments and individuals.

The Company amended the Company’s Articles of Incorporation at the shareholder’s meeting on May 23, 2019. According to the resolution, minimum 1% of the profit of the period should be distributed as employee’s compensation and maximum 5% of the profit of the period should be distributed as supervisor’s compensation. However, if there is accumulated deficit, the deficit should be covered first. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the board of directors’ resolution regarding the employee compensation can be obtained from the “Market Observation Post System” on the website of the TWSE.

As the operations in 2020 and 2019 resulted in a net loss, no employee compensation and remuneration to directors and supervisors were estimated and accrued .

(21) Non-operating income and expenses

A. Interest income

n-operating income and expenses Interest income
Bank interest income	For the years ended December 31,
	2020	2019
	$59	$65

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Financial Overview

B. Other income

Other income
Others Dividend income Total Other gains and losses Gain (losses) on disposal of property, plant and equipment Gains on disposal of investment properties Foreign exchange gains (losses), net Impairment losses - Investment properties Other income－others Total	For the years ended December 31,
	2020	2019
	$5,818 6	$6,833 -
	$5,824	$6,833
	For the years ended December 31,
	2020	2019
	$89 186,943 103 - (71)	$(238) 186,515 310 (101,296) -
	$187,064	$85,291

C. Other gains and losses

D. Finance costs

Interest on borrowings from bank Interest on lease liabilities Others Total finance costs	For the years ended December 31,	For the years ended December 31,
	2020	2019
	$78,505 37 601	$69,175 54 6,122
	$79,143	$75,351

(22) Components of other comprehensive income

For the year ended December 31, 2020

Not to be reclassified to profit or loss: Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Total of other comprehensive income	Arising during the period	Reclassification adjustments duringtheperiod	Other comprehensive income,before tax	Income tax relating to components of other comprehensive income	Other comprehensive income,net of tax
	$778 44,954 140	$- - -	$778 44,954 140	$- - -	$778 44,954 140
	$45,872	$-	$45,872	$-	$45,872

For the year ended December 31, 2019

Not to be reclassified to profit or loss: Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income	Arising during the period	Reclassification adjustments duringtheperiod	Other comprehensive income,before tax	Income tax relating to components of other comprehensive income	Other comprehensive income,net of tax
	$1,955 (7,236)	$- -	$1,955 (7,236)	$- -	$1,955 (7,236)

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Financial Overview

	Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Total of other comprehensive income	83	-	83	-	83
		$(5,198)	$-	$(5,198)	$-	$(5,198)

(23) Income taxes

The major components of income tax expense (income) are as follows:

Income tax expense (income) recognized in profit or loss

Current income tax expense (income): Current income tax charge Land capital gain tax Adjustments in respect of current income tax of prior periods Deferred tax expense (income): Deferred tax expense (income) relating to origination and reversal of temporary differences Total income tax expense (income)	For theyears ended December 31, 2020 2019 $- $- 15,544 4,218 - 5 (30,741) (30,823) $(15,197) $(26,600)	For theyears ended December 31, 2020 2019 $- $- 15,544 4,218 - 5 (30,741) (30,823) $(15,197) $(26,600)
		2019
		$- 4,218 5 (30,823)
		$(26,600)

Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

For the years ended December 31,

	31,
Accounting profit (loss) before tax from continuing operations The parent company statutory income tax rate of 20% per Tax effect of revenues exempt from taxation Tax effect of non-deductible expense Tax effect of deferred tax assets/liabilities-tax Adjustments in respect of current income tax of prior periods Land capital gain tax Total income tax expense (income) recognized in profit or loss	2020	2019
	$(32,548)	$(172,555)
	$(6,510) (35,455) 817 10,407 - 15,544	$(34,511) (19,942) 1,890 21,740 5 4,218
	$(15,197)	$(26,600)

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Financial Overview

Deferred tax assets (liabilities) relate to the following:

For the year ended December 31, 2020

Temporary differences Land capital gain tax Deferred tax income/ (expense) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax (liabilities)	Beginning balance as at January1,2020	Deferred tax income (expense) recognized in profit or loss	Ending balance as at December 31,2020
	$(3,235,082)	$30,741 $(3,204,341)
	$(3,235,082)	$30,741 $(3,204,341) $(3,204,341)
	$(3,235,082)		$(3,204,341)

For the year ended December 31, 2019

Temporary differences Land capital gain tax Deferred tax income/ (expense) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax (liabilities)	Beginning balance as at January1,2019	Deferred tax income (expense) recognized in profit or loss	Ending balance as at December 31,2019
	$(3,265,905)	$30,823	$(3,235,082)
	$(3,265,905)	$30,823	$(3,235,082)
	$(3,265,905)		$(3,235,082)

The following table contains information of the unused tax losses of the Company:

Year	Tax losses for theperiod	Unused tax	losses as at	Expirationyear 2020 2021 2022 2027 2028 2029 2030
		December 31, 2020	December 31, 2019
2010 2011 2012 2017 2018 2019 2020(estimated)	$96,257 96,455 158,764 245,335 102,837 108,214 138,664	$- 96,455 158,764 245,335 102,837 108,214 138,664	$96,257 96,455 158,764 245,335 102,837 108,214 -
		$850,269	$807,862

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Financial Overview

Unrecognized deferred tax assets

As of December 31, 2020 and 2019, deferred tax assets have not been recognized in respect of unused tax losses, unused tax credits and deductible temporary differences amounting to NT$348,223 thousand and NT$322,870 thousand, respectively, as the future taxable profit may not be available.

The assessment of income tax returns

As of December 31, 2020, the income tax returns of the Company is assessed and approved up to 2018. No significant difference existed between the tax declared and approved.

(24) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$)	For the years endedDecember31,	For the years endedDecember31,
	2020	2019
	$(17,351)	$(145,955)
	790,000	790,000
	$(0.02)	$(0.18)

Due to the loss in 2020 and 2019, the calculation of diluted earnings per share were not needed.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.

7. RELATED PARTY TRANSACTIONS

Information of the related parties that had transactions with the Company during the financial reporting period is as follows:

Name and nature of relationship of the related parties

Name of therelated parties	Nature of relationship of therelated parties
Great Construction System Inc. Shan Young Assets Management Co., Ltd. Anmei Investment Inc.	Associate Legal person as corporate director Legal person as corporate director

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Financial Overview

Sanyang Motor Co., Ltd Other related party Nan Yang Industries Co., Ltd. Other related party Vitalon Foods Company Other related party Oriential Silicas Corporation Other related party Alibaba International Ltd. Other related party

Significant transactions with related parties:

(1) Sales, Rent and Receivables

A. Sales

les, Rent and Receivables Sales
Associate - Great Construction System Inc. Legal person as corporate director Other related parties Total	For the years endedDecember31,
	2020	2019
	$158 58 1,070	$109 36 759
	$1,286	$904

The above related parties sales transaction was settled the next month after the engagement agreement, and no significant abnormality in transaction was noticed compared to other customers.

B. Rental income

Rental income
Associate - Great Construction System Inc.	For theyears ended December 31,
	2020	2019
	$971	$971

The term of the lease agreement is one year. The payment is made monthly.

C. Receivables

Receivables
Associate - Great Construction System Inc. Other related parties Sanyang Motor Co., Ltd Others Total	For theyears ended December 31,
	2020	2019
	$107 44 -	$108 47 15
	$151	$170

(2) Key management personnel compensation

Short-term employee benefits Post-employment benefits Total	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$23,080 323	$20,829 330
	$23,403	$21,159

(3) Lease

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Financial Overview

A. Right-of-use assets

Legal person as corporate director B. Lease liabilities

Legal person as corporate director

For theyears ended December 31,	For theyears ended December 31,
2020	2019
$859	$-
For theyears ended December 31,
2020	2019
$910	$-

• C. Refundable deposit (under other non-current asset)

• Legal person as corporate director

For theyears ended December 31,	For theyears ended December 31,
2020	2019
$54	$-

(4) Other related parties transactions

• A. Operating expenses

A. Operating expenses
Legal person as corporate director B. Other Income	For theyears ended December 31,
	2020	2019
	$2	$31

Associate - Great Construction System Inc. Legal person as corporate director Total	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$246 1	$255 -
	$247	$255

8. ASSETS PLEDGED AS SECURITY

The following assets (carrying value) were pledged to banks as collaterals for bank loans and land development:

Pledged Assets	Contents	As at	As at
		December 31, 2020	December 31, 2019
Inventory - property Financial assets measured at amortized cost Other financial assets (under other non-current asset) Property, plant and equipment: Land Buildings Investment property:	Bank loan Bank credit agreement Business related pledge and construction contract compliance fee Bank loan Bank loan	$704,427 8,857 565 4,094,541 171,320	$704,223 9,614 559 4,017,827 176,605

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Financial Overview

Land Bank loan and commercial paper pledge Buildings Bank loan Total	6,340,633 769,704	5,999,929 802,660
	$12,090,047	$11,711,417

9. SIGNIFICANT COMMITMENTS AND CONTINGENT LIABILITIES

• (1) Part of the Company’s land is for rent or afforestation, if the land was collected or sold and the contract terminated, loss or compensation of the 37.5% Arable Rent Reduction Act could incur and the Company will record the compensation according to the case.

• (2) As of December 31, 2020, the notes receivable and the guaranteed deposit related to sale of land or construction contract are NT$51,531 thousand.

• (3) As of December 31, 2020, the notes payable and the guaranteed deposits paid related to bank financing and construction project are NT$65,290 thousand

• (4) As of December 31, 2020, in response to merchandise import, the Company has opened a line of credit with unused amount estimated to be NT$1,198 thousand.

• (5) The Company entered into a contract to purchase property, plant and equipment (including prepayments for business facilities ) as follows:

Repayments for business facilities Construction in progress	Total contract amount	Payment amount	Unpaid amount
	$158,485 1,225,528	$88,165 1,160,751	$70,320 64,777

10. LOSSES DUE TO MAJOR DISASTERS

None.

11. SIGNIFICANT SUBSEQUENT EVENTS

None.

12. OTHERS

(1) Categories of financial instruments

Financial assets Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost: Cash and cash equivalents (excluding cash on hand and petty cash) Financial assets measured at amortized cost (including non-current) Notes receivable Accounts receivable, net (including related parties) Other receivables Other financial assets - non-current	As at	As at
	December 31, 2020	December 31, 2019
	$97,526	$52,572
	175,164 8,857 1,492 16,020 820 565	124,355 9,614 2,166 16,361 849 559

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Financial Overview

Financial Overview
Financial assets Subtotal Total Financial liabilities	As at
	December 31, 2020	December 31, 2019
	202,918	153,904
	$300,444	$206,476
	As at
	December 31, 2020	December 31, 2019
Financial liabilities at amortized cost: Short-term borrowings Short-term notes and bills payable Accounts payable (including related parties) Other payables Long-term borrowings (including current portion) Lease liabilities(including non-current) Total	$80,000 - 15,801 126,556 5,842,525 2,181	$50,000 49,772 13,215 135,047 5,296,325 1,882
	$6,067,063	$5,546,241

(2) Financial risk management objectives and policies

The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies measures and manages the above mentioned risks based on the Company’s policy and risk appetite.

The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Company’s board of directors and audit committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.

(3) Market risk

The Company’s market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market risk. Market risk comprises currency risk, interest rate risk and other price risk (such as equity risk).

In practice, it is rarely the case that a single risk variable will change independently from other risk variable, and there are usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different

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Financial Overview

currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.

The Company has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Company’s foreign currency risk is mainly related to the volatility in the exchange rates for a foreign currency: US dollars, Japanese yen and Renminbi. As the net values of major foreign currency after carrying forward of their assets and liabilities, is considered insignificant, the impact of appreciation or depreciation in foreign currency on New Taiwanese Dollars is insignificant as reflected in profit and loss summary of the Company in 2020 and 2019.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the bank borrowings with fixed interest rates and variable interest rates.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2020 and 2019 to decrease/increase by NT$5,743 thousand and NT$$5,265 thousand, respectively.

Equity price risk

The Company’s unlisted equity securities is susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s unlisted equity securities is classified under at financial assets at fair value through other comprehensive income. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s board of directors reviews and approves all equity investment decisions.

As of December 31, 2020, the Company does not hold listed equity instrument at fair value through profit or loss.

(4) Credit risk management

Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily

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Financial Overview

for accounts receivable and notes receivable) and from its financing activities, including bank deposits and other financial instruments.

Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.

As of December 31, 2020 and 2019, amounts receivable from top ten customers represent 49% and 46% of the total accounts receivable of the Company, respectively. The credit concentration risk of other accounts receivable is insignificant.

Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counterparties.

As of December 31, 2020, the Company does not hold investments in debt instrument at fair value through profit or loss

(5) Liquidity risk management

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents and bank borrowings. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.

Non-derivative financial liabilities

As at December 31, 2020 Borrowings Trade payable Other payables	Less than 1 year	2 to 3years	4 to 5years	> 5years	Total
	$827,346 15,801 126,556	$3,686,413 - -	$623,208 - -	$848,764 - -	$5,985,731 15,801 126,556

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Financial Overview

Less than 1

Lease liabilities As at December 31, 2019 Borrowings Short-term notes and bills payable Accounts payable (including related parties) Other payables Lease liabilities	year	2 to 3years	4 to 5years	> 5years	Total
	958 $401,424 49,772 13,215 135,047 792	730 $3,689,362 - - - 720	191 $524,530 - - - 488	- $827,093 - - - 174	1,879 $5,442,409 49,772 13,215 135,047 2,174

(6) Reconciliation of liabilities arising from financing activities

Reconciliation of liabilities for the year ended December 31, 2020:

As at January 1, 2020 Cash flows Non-cash changes As at December 31, 2020	Short-term borrowings	Long-term borrowings (including current portion)	Leases liabilities	Short-term notes and bills payable	Refundable deposit	Total liabilities from financing activities
	$50,000 30,000 -	$5,296,325 546,200 -	$1,882 (611) 910	$49,772 (49,772) -	$4,662 (2,963) -	$5,402,641 522,854 910
	$80,000	$5,842,525	$2,181	$-	$1,699	$5,926,405

Reconciliation of liabilities for the year ended December 31, 2019:

As at January 1, 2019 Cash flows Non-cash changes As at December 31, 2019	Short-term borrowings	Long-term borrowings (including current portion)	Leases liabilities	Short-term notes and bills payable	Refundable deposit	Total liabilities from financing activities
	$1,120 48,880 -	$4,639,020 657,305 -	$- (1,180) 3,062	$- 49,772 -	$3,037 256 1,369	$4,643,177 755,033 4,431
	$50,000	$5,296,325	$1,882	$49,772	$4,662	$5,402,641

(7) Fair values of financial instruments

• A. The methods and assumptions applied in determining the fair value of financial instruments:

• 313 -

Financial Overview

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:

• (a) The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.

• (b) For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.

• (c) Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).

• B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value.

• C. Information about financial instrument fair value level

Please refer to Note 12.(8) for fair value measurement hierarchy for financial instruments of the Company.

(8) Fair value hierarchy

A. Definition

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

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Financial Overview

• Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

• Level 2: Inputs other than quoted market prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liabilities.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

• B. The recurring fair value at each fair value hierarchy for financial instruments of the Company is as follows:

• 315 -

Financial Overview

nancial Overview
As at December 31, 2020 Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income As at December 31, 2019 Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income	Level 1	Level 2	Level 3	Total
	$- Level 1	$- Level 2	$97,526 Level 3	$97,526 Total
	$-	$-	$52,572	$52,572

Transfers between Level 1 and Level 2 during the period

During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements.

The profit and (loss) related to possession of shares that were recognized in the total comprehensive income are both NT$0 thousand for the years ended to December 31, 2020 and 2019.

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:

Beginning balances as at January 1, 2020 Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) Ending balances as at December 31, 2020	Assets
	At fair value through other comprehensive income
	Stocks
	$52,572 44,954
	$97,526
	Assets
	At fair value through other comprehensive

• 316 -

Financial Overview

Beginning balances as at January 1, 2019 Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) Ending balances as at December 31, 2019	income
	Stocks
	$59,877 (7,305)
	$52,572

Information on significant unobservable inputs to valuation

Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:

As at December 31, 2020

Financial assets: Financial assets at fair value through other comprehensive income Stocks	Valuation techniques	Significant unobservable inputs	Quantitative information	Relationship between inputs and fair value	Sensitivity of the input to fair value
	Market approach and asset approach Market approach and asset approach	discount for lack of marketability discount for non-controlling interests	15% 25%	The higher the discount for lack of marketability, the lower the fair value of the stocks The higher the discount for non- controlling interests, the lower the fair value of the stocks	2% increase in the discount for lack of marketability would result in decrease in the Company’s profit or loss by NT$111 thousand. 2% decrease in the discount for lack of marketability would result in increase in the Company’s profit or loss by NT$102 thousand 2% increase (decrease) in the discount for non-controlling interests would result in increase (decrease) in the Company’s profit or loss by NT$2,471 thousand

• 317 -

Financial Overview

As at December 31, 2019

Relationship Valuation Significant Quantitative between inputs Sensitivity of the input techniques unobservable inputs information and fair value to fair value Financial assets: Financial assets at fair value through other comprehensive income Stocks Market approach discount for lack of 10%~30% The higher the 10% increase marketability discount for lack (decrease) in the of marketability, discount for lack of the lower the fair marketability would value of the stocks result in increase (decrease) in the Company’s profit or loss by NT$6,065 thousand

Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy

The Company’s Accounting Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies at each reporting date.

C. Non-recurring and non-financial assets disclosed by the fair value hierarchy information:

As at December 31, 2020

Non-current assets held for sale As at December 31, 2019 Non-current assets held for sale Opening balance	Level 1	Level 2	Level 2	Level 3	Level 3
	$- Level 1	$- Level 2		$12,314 Level 3
	$-
			For the years ended December 31,
			2020		2019
			$40,635		$32,610

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Financial Overview

Non-current assets held for sale For the years ended December 31,

Sale Reclassified from investment property Ending balance	2020	2019
	(305,590) 277,269	(152,330) 160,355
	$12,314	$40,635

Ending balance	Ending balance	$12,314 $40,635	$12,314 $40,635	$12,314 $40,635
The use of significant unobservable		inputs (Level 3) for fair value measurement information
Comment	Fair value as at December 31, 2020	Valuation method	The use of unobservable inputs	Weighted average
Non-current assets held for sale $12,314 The use of significant unobservable		Market comparison Price per square meter $1 inputs (Level 3) for fair value measurement information
Comment	Fair value as at December 31, 2019	Valuation method	The use of unobservable inputs	Weighted average
Non-current assets held for sale	$40,635	Market comparison	Price per square meter	$1

• D. Fair value measurement hierarchy of the Company’s assets and liabilities not measured at fair value but for which the fair value is disclosed

As at December 31, 2020

As at December 31, 2020
Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (Note 6.(9)) Financial liabilities not measured at fair value but for which the fair value is disclosed: Loans As at December 31, 2019 Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (Note 6.(9)) Financial liabilities not measured at fair value but for which the fair value is disclosed: Loans Short-term notes and bills payable	Level 1	Level 2	Level 3	Total
	$- - Level 1	$- 5,922,525 Level 2	$47,435,429 - Level 3	$47,435,429 5,922,525 Total
	$- - -	$- 5,346,325 49,772	$44,702,847 - -	$44,702,847 5,346,325 49,772

(9) Significant assets and liabilities denominated in foreign currencies

• 319 -

Financial Overview

The Company does not possess significant assets and liabilities denominated in foreign currencies.

(10) Capital management

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.

(11) Legal Claim

None

13. OTHER DISCLOSURE

(1) Significant transaction information

(e) Financings provided to others: None.

• B. Endorsement/guarantee provided to others: None.

• C. Securities held as of December 31, 2020 (not including subsidiaries, associates and joint ventures): Please refer to Attachment 1.

• D. Individual securities acquired or disposed of with accumulated amount exceeding NT$300 million or 20 percent of the capital stock: None.

• E. Acquisition of property with the amount exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

• F. Disposal of property with amount exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

• G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

• H. Receivables from related parties with amounts exceeding NT$100 million or 20 percent of capital stock: None.

• I. Derivative financial instruments undertaken: None.

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Financial Overview

• J. Significant intercompany transactions between consolidated entities: None.

(2) Investee information

Names, locations and related information of investee companies as of December 31, 2020(excluding Mainland China)

• A. Financing provided to others: None.

• B. Endorsement/guarantee provided to others for the year ended December 31, 2020: None.

• C. Securities held as of December 31, 2020: Please refer to Attachment 1.

• D. Individual securities acquired or disposed of with accumulated amount exceeding NT$300 million or 20 percent of the capital stock: None.

• E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

• F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

• G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

• H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

• I. Derivative financial instruments undertaken: None.

• J. Significant inter-company transactions: Please refer to Attachment 2.

(3) Investment in Mainland China as of December 31, 2020

• A. The Company has investment in mainland China for the year ended December 31, 2020: None.

(f) Significant transactions with investment companies from mainland China: None.

• (4) Information on major shareholders: Please refer to Attachment 3

14. SEGMENT INFORMATION

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Financial Overview

• (1) For management purposes, the Company is organized into business units based on its products and services and has two reportable segments as follows:

• A. Trade and department store segment: Sale of tea and other agricultural products, import commodity for resale (including food, wine and chemical products) and business in recreational tourism.

• B. Assets segment: Management of land assets, such as land inspections, land and house leases, and contract changes. If someone wants to purchase land (such as tenants, etc.), the land sales related operations would be handled.

For information regarding the segment reporting and operating activities, please refer to “Other” section of the note.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, Company finance costs, finance income and income taxes are managed on a Company basis and are not allocated to operating segments.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

(2) Information about profit or loss, assets and liabilities of reportable segments.

For the year ended December 31, 2020

Revenue External customer Inter-segment Total revenue Interest revenue Interest expense Depreciation and amortization Segment profit Assets Investments accounted for using the equity method Capital expenditures on non-current assets Segment assets Segment liabilities	Trade and Department Store	Assets	Reportable Segment subtotal	Others	Adjustment and eliminations	Total
	$294,815 -	$10,144 -	$304,959 -	$6,806 -	$- -	$311,765 -
	$294,815	$10,144	$304,959	$6,806	$-	$311,765
	$- 16 46,889	$32 79,123 43,018	$32 79,139 89,907	$27 4 4,257	$- - -	$59 79,143 94,164
	$36,725	$(1,040)	$35,685	$(68,233)	$-	$(32,548)
	$-	$-	$-	$16,775	$-	$16,775
	$237,283	$25,648	$262,931	$242,693	$-	$505,624
	$1,990,292	$21,826,577	$23,816,869	$1,281,619	$-	$25,098,488
	$91,961	$9,164,070	$9,256,031	$50,267	$-	$9,306,298

For the year ended December 31, 2019

• 322 -

Financial Overview

Revenue External customer Inter-segment Total revenue Interest revenue Interest expense Depreciation and amortization Segment profit Assets Investments accounted for using the equity method Capital expenditures on non-current assets Segment assets Segment liabilities	Trade and Department Store	Assets	Reportable Segment subtotal	Others	Adjustment and eliminations	Total
	$274,828 -	$18,722 -	$293,550 -	$5,448 -	$- -	$298,998 -
	$274,828	$18,722	$293,550	$5,448	$-	$298,998
	$1 37 51,928	$1 75,309 36,704	$2 75,346 88,632	$63 5 5,122	$- - -	$65 75,351 93,754
	$18,579	$(83,155)	$(64,576)	$(107,979)	$-	$(172,555)
	$-	$-	$-	$15,615	$-	$15,615
	$195,273	$22,229	$217,502	$364,351	$-	$581,853
	$1,703,539	$21,880,788	$23,584,327	$1,011,407	$-	$24,595,734
	$59,455	$8,681,940	$8,741,395	$90,670	$-	$8,832,065

(3) Information about reconciliations of revenue, profit or loss, assets, liabilities and other material items of reportable segments:

A. Revenue

Total revenue from reportable segments Other revenue Elimination of inter-segment revenue Total revenue Profit or loss Total profit or loss for reportable segments Other profit or loss Elimination of inter-segment profit Profit (loss) before tax from continuing operations	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$304,959 6,806 -	$293,550 5,448 -
	$311,765	$298,998
	For theyears ended December 31,
	2020	2019
	$35,685 (68,233) -	$(64,576) (107,979) -
	$(32,548)	$(172,555)

B. Profit or loss

• 323 -

Financial Overview

C. Assets

Total assets of reportable segments Other assets Adjustment and elimination Total assets	As at	As at
	December 31, 2020	December 31, 2019
	$23,816,869 1,281,619 -	$23,584,327 1,011,407 -
	$25,098,298	$24,595,734

D. Liabilities

Total liabilities of reportable segments Other liabilities Adjustment and elimination Total liabilities	As at	As at
	December 31, 2020	December 31, 2019
	$9,256,031 50,267 -	$8,741,395 90,670 -
	$9,306,298	$8,832,065

E. Other material items

For the year ended December 31, 2020

Interest revenue Interest expense Capital expenditures on non- current assets Depreciation and amortization	Reportable segments	Other segments	Adjustments	Total
	$32 79,139 262,931 89,907	$27 4 242,693 4,257	$- - - -	$59 79,143 505,624 94,164

For the year ended December 31, 2019

Interest revenue Interest expense Capital expenditures on non- current assets Depreciation and amortization	Reportable segments	Other segments	Adjustments	Total
	$2 75,346 217,502 88,632	$63 5 364,351 5,122	$- - - -	$65 75,351 581,853 93,754

• 324 -

Financial Overview

(4) Geographical information

Revenue from external customers

Taiwan	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$311,765	$298,998

The revenue information above is based on the location of the customer.

(5) Information about major customers

Customer A from trade segment Customer B from trade segment Total	For theyears ended December 31,	For theyears ended December 31,
	2020	2019
	$27,418 16,591	$41,657 16,435
	$44,009	$58,092

• 325 -

Financial Overview

ATTACHMENT 1 (Securities held as at December 31, 2020) (Excluding subsidiaries, associates and joint ventures)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

The Company

The Company
Type of Securities Category	Name of securities	Relationship	Financial statement account		December 31, 2020		Fair value/ Net assets value Not e
				Units (thousand)/ bonds/ shares (thousand)	Carrying amount	Percentage of ownership (%)
Stock Stock Stock Stock Stock Stock Stock	KING KONG IRON WORKS, LTD. CHINESE PRODUCTS PROMOTION CENTER CORE PACIFIC CITY CO., LTD. NEXCELL BATTERY CO., LTD. PACIFIC REHOUSE SERVICE CO., LTD PCHOME INVESTMENT & DEVELOPMENT CORPORATION PACIFIC CONSTRUCTION CO., LTD.	- - - - - - -	Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current	763 26 7,476 1,120 38 79 0.014	1,839 152 93,076 1,321 326 812 -	1 7 1 1 - 3 -	1,839 152 93,07 6 1,321 326 812 -

Note1 : Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities, as defined in IFRS 9“Financial Instruments”.

Note2 : If the securities listed above are issued by related parties, the column is specified with further information.

Note3 : For securities measured at fair value, fill in the book value column with fair value of the securities less accumulated impairment. For securities not measured at fair value, fill in the book value column with the

original cost or amortized cost less accumulated impairment.

Note4 : The listed securities, which are restricted by providing to secured, mortgage loan or other agreement, shall indicate the share of secured or mortgage security, the amount of secured or mortgage and the situation

of restriction in the column.

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Financial Overview

ATTACHMENT 2 (Names, locations and related information of investee companies as at December 31, 2020) (Not including investment in Mainland China) (Amount in thousand; Currency denomination in NTD or in foreign currencies)

The Company

The Company
Investee company	Address	Main businesses and products	Initial Investment		Investment as at December 31, 2020 Net income (loss) of investee company Investment income (loss) recognized Not e Number of shares (thousand) Percentage of ownership (%) Carrying amount 3,436 34.36% $16,775 $2,969 $1,020 Not e 4
			Ending balance	Beginning balance	Number of shares (thousand)	Percentage of ownership (%)
GREAT CONSTRUCTION SYSTEM INC.	15F., No.3, Park St., Nangang Dist., Taipei City	Various metal and metal wall materials manufacturing processing and trading business	$42,406	$42,406	3,436	34.36%

Note1 : If a public company has holding company in other country and had issued consolidated financial statement under local regulations, about these investee could disclosed their holding company’s relevant information.

Note2 : If not belong to Note 1, filled in by the following rules

(1) In “Investee”, “Region”, “Main Business”, “Original cost” and “At the end of period” columns should filled in in order follow the company invest directly or invest indirectly and explain each

relationship in “Note” column.

(2) In “Investees company net income” column should filled in each investee net income.

(3) In “Share of Profits/Losses” column only need to filled in the company recognized each subsidiaries and the company under equity method’s profits or loss. Make sure it had contained each

subsidiaries had contained their investee profit or loss in their net

income.

Note3 : It is evaluated and disclosed according to the financial statements audited by the accountants of each subsidiary and investee company over the same period.

Note4 : Great construction system inc. is an associate by the Company for using equity method.

• 327 -

Financial Overview

ATTACHMENT 3 (Information on major shareholders as at December 31, 2020)

(Amount in thousand; Currency denomination in NTD or in foreign currencies)

Major shareholders name	Share	Share	Share	Share
	Number of common shares	Number of preferred shares	Number of total shares	Shareholding ratio(%)
Shan Young Assets Management Co., Ltd.	143,108,000	-	143,108,000	18.11%

Note 1: The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over

5% of total non-physical common stocks and preferred stocks (including treasury stocks) on the last business date of each quarter. The registered non-physical

stocks may be different from the capital stocks disclosed in the financial statement due to different calculation basis.

Note 2: If shares are entrusted, the above information regarding such shares will be revealed by each trustors of individual trust account. The shareholders holding

more than 10% of the total shares of the company should declare insider’s equity according to Securities and Exchange Act. The numbers of the shares declared by

the insider include the shares of the trust assets which the insider has discretion over use. For details of the insider’s equity announcement please refer to the TWSE website.

V. If the Company or any of its affiliated companies experienced financial distress in the most recent year up to the publication date of this annual report, the impacts to the Company’s financial status

None.

• 328 -

Review and Analysis of Financial Position and Performance and Risks

Seven. Review and Analysis of Financial Status

and Financial Performance and Risk Issues

I. Financial status

ancial status
Year Item	2019	2020	Difference		Analysis
			Amount	%
Current asset	1,113,001	1,178,483	65,482	5.88%
Property, Plant and Equipment	6,091,527	6,504,497	412,970	6.78%
Investment Property	17,163,854	17,093,694	(70,160)	-0.41%
Other assets	227,352	321,814	94,462	41.55%	1
Total assets	24,595,734	25,098,488	502,754	2.04%
Currentliabilities	618,539	1,001,587	383,048	61.93%	2
Long-term loan	4,951,345	5,079,225	127,880	2.58%
Deferred tax liabilities	3,235,082	3,204,341	(30,741)	-0.95%
Other non-current liabilities	27,099	21,145	(5,954)	-21.97%	3
Total liabilities	8,832,065	9,306,298	474,233	5.37%
Share capital	7,900,000	7,900,000	0	0.00%
Additional paid-in capital	2,206,175	2,206,175	0	0.00%
Retained earnings	5,705,191	5,688,758	(16,433)	-0.29%
Other equity	(47,697)	(2,743)	44,954	-94.25%	4
Total equity	15,763,669	15,792,190	28,521	0.18%

Note: The main reasons for any material changes in assets, liabilities and equities in the most recent two years, the effect of these changes, and the measures to be taken for material effect, if any.

I. Main reasons:

1. Other assets increased by NT$ 94,462 thousand due to increase of the investment in the construction of Laopi Tea Factory.

2. Current liabilities increased by NT$ 383,048 thousand due to increase of the loans for investment in the construction of Laopi Tea Farm in Pingtung.

3. Other non-current liabilities decreased by NTD 5,954 thousand primarily due to reduction of the net defined benefit liabilities and guarantee deposits received.

4. Other equity increased by NTD 44,954 thousand primarily due to adjustment in valuation of investment in equity instruments.

5. II. Countermeasures:

We are dedicated to developing our core business of tea and related recreational business under the leadership of the management team. In addition to adjusting product portfolios, being dedicated to the improvement of the gross profit from sale of products, and creating brand value, we acquire a land lot for our Laopi Tea Farm in Neipu, Pingtung, adopt large-scale mechanized farming practices, and introduce traceability management procedures to expand the planting scale of tea, improve food safety, and reduce the unit cost. Laopi Tea Farm is planned to become the largest tea production base in Taiwan and drive the operating revenue of the Company in the coming 3 to 5 years. In addition, we will do our best to select the land most suitable for development, make effort to develop the land by ourselves, and utilize our assets effectively, hoping to create high operating revenue and performance for the Company.

• 329 -

Review Analysis and Risk of Financial Position and Performance

II. Financial performance

Review and Analysis of Financial Performance

Unit: NT$ thousand

Year Item	2019	2020	Difference	Difference	Analysis
			Amount	%
Operating revenue	298,998	311,765	12,767	4.27%
Gross profit	120,848	124,644	3,796	3.14%
Operating profit or loss	(169,026)	(147,563)	21,463	-12.70%
Non-operating revenue	193,723	194,229	506	0.26%
Non-operating expenses	(197,252)	(79,214)	118,038	-59.84%	1
Pre-tax income from continuing operations	(172,555)	(32,548)	140,007	-81.14%	1
Income tax profit (expense)	26,600	15,197	(11,403)	-42.87%	2
Post-tax income from continuing operations	(145,955)	(17,351)	128,604	-88.11%	1
Profit (loss) for the period	(151,153)	28,521	179,674	-118.87%	1

• (I) Main reasons for any material changes in operating revenue, net operating income, or net income before tax in the most recent two years:

• Decrease of non-operating expenses: Increase of pre-tax income from continuing operations, post-tax income from continuing operations, and profit (loss) in the current period, primarily because the Company did not recognize loss in impairment of investment property in the current period.

• Decrease of income tax profit: The land incremental tax expenses increased due to sale of the Company’s investment property.

• (II) Expected sales volume and its basis:

The Company expects a doubled sales volume every year after Laopi Tea Farm in Pingtung increases its production volume. As for the recreational business, LuGao Cafe, which joined our operating line in August 2019, had outstanding performance in 2020. The demands in the field of domestic tourism will increase due to the COVID-19 pandemic and the Company will continuously build and expand recreational and scenic spots, and stable growth of the overall operating performance in this business is expected. An increased sales amount is expected in comparison with the previous period with the additional lease income from the business buildings we hold.

• (III) Possible impact on the Company’s future financial and business status and action plans:

• The Company re-cultivates tea farms in recent years. A large-scale mechanized tea farming base has been established in Laopi Tea Farm, Pingtung. The planting of tea had extended over the entire area of 452 hectares up to 2020 Q1. Small production began in 2018 and the sales of tea have grown stably since 2019 in the hope to produce safe, premium and stably priced tea in the future and help us to become the largest commercial tea supplier in Taiwan. However, the business of the catering (including hand-shaken tea)

• 330 -

Review and Analysis of Financial Position and Performance and Risks

industry and,consequently, the tea business have been affected by COVID-19 since the beginning of 2020. Our Tea Department contacted and invites potential customers to visit Laopi Tea Farm during this period in the hope to create more business development opportunities.

1. We have currently a number of land development projects in progress and recreational business projects under construction. They are mainly in Taipei Metro Area, Taoyuan, Miaoli and Nantou. Investment solicitation for the business building at Section 1, Zhongxiao W. Rd. is in progress, hoping that the value of our assets can be increased and make more contribution to the operating revenue in the future.

III. Cash flow

(I) Analysis of changes in cash flow in the most recent year

Unit: NT$ thousand

Cash balance at beginning of period	Annual net cash flow from operating activities	Annual other cash inflow (outflow)	Cash surplus	Remedy for cash deficit	Remedy for cash deficit
				Investment plan	Financial plan
125,284	(145,596)	196,395	176,083	-	-

1. Analysis of changes in cash flow in 2020:

2. (1) Operating activities: The net cash outflow of NT$145,596 thousand resulted from the impact of the inventory and other receivables and payables.

3. (2) Investment activities: The net cash outflow of NT$247,408 thousand resulted from the impact of the cash inflow form disposal of investment property and the cash outflow from acquisition of property, plant and equipment, payment for equipment, and prepayment for equipment.

4. (3) Financing activities: The net cash inflow of NT$443,803 thousand resulted from the impact of the disbursement of interest expenses and the cash inflow of longterm and short-terms loans.

   • (II) Improvement plan for insufficient liquidity: N/A.

   • (III) Analysis of the liquidity of cash for the coming year:

Unit: NT$ thousand

Cash balance at beginning of period	Annual net cash flow from operating activities	Annual other cash inflow (outflow)	Cash surplus	Remedy for cash deficit	Remedy for cash deficit
				Investment plan	Financial plan
176,083	38,028	(109,875)	104,236	-	-

1. Analysis of cash flow in 2021:

2. (1) Operating activities: The net cash outflow of NT$38,028 thousand resulted from the cash outflow from notes and accounts receivables and the cash inflow from inventory and other payables.

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• (2) Investment activities: The net cash outflow of NT$211,127 thousand resulted from the cash inflow form disposal of investment property and long-term equity investment and the cash outflow from acquisition of property equipment and biological assets

• (3) Financing activities: The net cash inflow of NT$101,252 thousand resulted from the impact of the disbursement of interest expenses and the cash inflow of longterm and short-terms loans.

• Remedy for cash deficit and liquidity analysis: N/A.

IV. Effect of material capital expenditure in the most recent year on the financial and business status

• (I) Purpose of material capital expenditure and the sources of funds: None.

V. The reinvestment policy in the most recent year, the main reasons for the gain or loss of the investment, the improvement plan and the investment plan for the coming year

• (I) Reinvestment policy

As for the reinvestment policy, the Company does not have other plans in addition to the existing investments in recent years to simplify the business goals of the Company.

The main reasons for the gain or loss of the reinvestments, the improvement plan and the investment plan for the coming year

Unit: NT$ thousand

				Unit: NT$ thousand
Description Item	Recognize d investment profit (loss) of investee in the most recent year.	Policy	Main reason for profit or loss	Improvement plan
Great Construction System Inc.	1,020	Long- term equity investm ent	The economic growth dropped significantly in 2020 due to spread of the COVID-19 epidemic. The Company had an operating revenue of NT$190 million in	As for the prospect in 2021, the COVID-19 epidemic will be controlled more effectively as the vaccination and enhanced epidemic control measures are

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Description Item	Recognize d investment profit (loss) of investee in the most recent year.	Policy	Main reason for profit or loss	Improvement plan
			2020 with a decrease of NT$ 65 million (or a decline of 25%) in comparison with the operating revenue of NT$ 255 million in 2019. The net profit for the current period was NT$ 3.37 million with earnings per share of NT$0.34%. The main reason for the decline of the operating revenue was the spread of the epidemic all over the world and its impact on the global economy, resulting in delayed construction of the contracted projects, less completion rate, and lack of new contracted projects.	taken in many countries. This is helpful for the recovery of the global economy. However, the cost of the construction industry will be more uncertain due to rise of the metal construction material and lack of manpower, which affect the progress of the construction. The operating policy of Great Construction System Inc. is described below: External environment: Focus on the niche products that are unique and only a handful of competitors participate in; selection with care of well-established customers. Internal environment: Improvement of the design, processing, assembly, and installation for individual cases; enhancement implementation capacity of task-based project organizations to improve the control of progress, cost and quality.

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VI. Analysis of risks

(I) Risk management policy

• 1 Risk management structure of the Company

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Board of Directors
Chairman
Audit Office
President
Other departments Financial Division Legal Affairs
Department
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2. Risk management policy

The Board of Directors is the highest risk decision making organization of the Company. It takes the final responsibility for the risk management system and implementation, and prevents any and all potential losses according to the operating policy of the Company within the scope of acceptable risk exposure. The Board of Directors is also responsible for increase of shareholders’ wealth under the prerequisite of balanced risk and return, in addition to optimizing capital allocation, developing risk management policies and guidelines, and supervising individual departments to implement risk management mechanisms.

The Audit Office under the Board of Directors is responsible for assessment of the internal control system, measurement of the operating efficiency, and raising proposals in a timely manner.

We established the “Regulations on Risk Management Strategies and Procedures of Taiwan Tea Corporation” and had them approved by the Audit Committee and Board of Directors on November 12, 2020.

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3. Risk management organization and its functions

Segment	Responsibility
Board of Directors	The Board of Directors is the highest risk decision making organization. It takes the final responsibility for the risk management system and implementation, and prevents any and all potential losses according to the operating policy of the Company within the scope of acceptable risk exposure. The Board of Directors is also responsible for increase of shareholders’ interests under the prerequisite of balanced risk and return in addition to optimizing capital allocation.
Top management (Chairman, General Manager and Assistant General Manager)	1. Implement risk management decisions.
	2. Coordinate for inter-department risk management interaction and communication.
	3. Implement review of operating outcomes at the monthly business management meeting.
Audit Office	Supervise executive departments to follow the approval authority and related management regulations and procedures. Be responsible for internal control and audit and raise deficiency review reports on an irregular basis to ensure the Company implements effective operation risk management.
Legal Affairs Department	Provide legal advise and take the responsibility for draw-up and review of the Company’s external contracts, coordination and handling of litigations, and management of all the trademarks of the Company to protect the rights and interests of the Company.
Financial Division	1. Be responsible for fund procurement for all the business departments and review of the fund utilization status of each business unit. 2. Follow the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), and the laws and regulations of the government. 3. Assist the competent authority in the annual financial audit. 4. Assist in the review of operating outcomes at the monthly business management meeting. 5. Prepare quarterly and annual financial statements on a regular basis. 6. Report important financial activities to the Board of Directors for reviewing according to relevant regulations and internal control systems.
Department heads	1. Summarize the implementation results of risk management activities.
	2. Assist in and supervise risk management activities of each department.
	3. Determine risk types and propose risk-taking methods depending on changes in external environment and internal strategies.
	4. Conduct performance measurement and coordination after risk adjustment.
Heads of units subordinate to departments	1. Implement routine risk management activities.
	2. Conduct self-assessment with respect to risk control activities.

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• 4 Implementation status of risk management in 2020 (reported to the Board of Directors on January 21, 2021)

• (1) With reference to Article 25 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and in consideration of the business operation of the Company, general financial risk and the risk of supply chain, food safety, information security, occupational safety and health, and other risks are incorporated in the risk control. We established the “Regulations on Risk Management Policies and Procedures” and had them approved by the Audit Committee and Best Practice Principles,” on November 12, 2020.

• (2) The Office of Audit Service is responsible for assessment of the Company’s internal control system and measurement of the operating efficiency. It proposes the audit plan for the coming year at the end of each year. After the audit plan is approved by the Audit Committee and Board of Directors, the Office of Audit Service conducts audit of each unit according to the transaction cycle in each month. A report will be delivered to the independent directors before the end of the next month and submitted to the Audit Committee and Board of Directors. Follow-up reports are prepared on a quarterly basis. (The Audit Office conducts on-site audit according to the annual audit plan. A total of 94 items were audited in 2020.)

• The business unit of the Company conducts self-assessment at the beginning of each year based on the actual control environment and operation in the previous year, submits the result of the self-assessment to the Audit Committee and Board of Directors for approval, and puts forward an internal control system declaration according to the approved self-assessment result. The business unit reports the implementation status of risk management in the previous year to the Board of Directors in Q1 every year.

• (3) The Information Department sets up redundancy mechanisms for maintenance of information system servers to avoid interruption of the operation due to failure of the hardware or system crash. This mechanisms include daily regular data backup with respect to which a disaster recovery exercise was conducted in October 2020 to check the usability of the backups and the steps of restoration from these backups; regular update of the virus pattern to maintain the detection capability of the antivirus software; computer access control and no installation of software on the

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computer without permission to minimize the opportunity for the malicious software to invade in the computer of the Company; provision of VPN connection training courses and educational training on working from home and information security in response to the COVID-19 pandemic that may affect the operation of the Company to ensure the normal business operation of the Company.

• (4) In response to the threat of COVID-19, protecting our employees is our top priority. We perform environmental cleaning and sterilization on a more regular basis, provide free masks for our front-line employees in the stores, install automatic alcohol dispensers, purchase forehead thermometers and enforce body temperature measurement in offices, working areas in factories and business locations, and strictly follow the pandemic prevention regulations, and try our best to minimize the impact of the pandemic.

(II) Assessment of the following matters in the most recent year up to the publication date of this annual report

1. Impact of interest and exchange rate changes and inflation in the most recent year on the profit or loss of the Company, and future countermeasures:

2. If the market interest rate increased/decreased by 0.1%, the profit or loss in the

3. entire year decreased/increased by NT$5,743 thousand; the changes in exchange rate and inflation did not have a significant impact on the Company. The Company will pay attention to the market information at any time, judge the trend and make measurements to reduce the impact of the interest and exchange rate changes and inflation on the Company.

4. Policies regarding high-risk and high-leverage investments, loaning of funds to others, endorsement/guarantee as well as derivatives trading in the most recent year, main reasons for gains or losses, and future countermeasures:

5. (1) The Group is not engaged in high-risk and highly-leveraged investments, endorsement/guarantee, and derivatives trading.

6. (2) The policies of loaning of funds to others and endorsement/guarantee of the Company: According to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” any listed companies that do not plan to loan funds or provide endorsements/guarantees to others may be exempt from establishing

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procedures for loaning of funds and endorsement/guarantee upon approval of the Board of Directors. Hence, the 17th Board of Directors of the Company approved the exemption from establishment of the procedures for endorsement/guarantee at its 15th meeting on January 14, 2005, and the 19th Board of Directors approved the exemption from establishment of the procedures for loaning of funds at its 16th meeting on November 19, 2010.

• (3) Loaning of funds among subsidiaries: None.

• The R&D plans and the progress of uncompleted R&D plans in the most recent year, further investments to be made for R&D, expected completion time, and impacts on successful R&D in the future:

The Company is expected to invest about NT$10 million.

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 provide more data of farms for analysis. With respect to planting and cultivation in the farms, we will focus on labor- and energy-saving research with the aim to reduce invested costs.

• (1) 【Continued】Tea manufacturing and processing management system:

• Traditional tea manufacturing process is time-consuming and laborious and affected by many environmental factors. To systematize parameters, achieve the goal of stable quality, and retain production parameters for possible retrospective analysis, the system records the conditions of each production batch and makes analysis to find out the optimal production conditions, shorten the professional training time, and stabilize the production quality.

• (2) 【Continued】 Research on the parameters for continuous production of green tea, black tea, and Oolong tea:

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At Laopi Tea Farm, the production volume of tea leaves is about 100 tons per day and continuous production line are used for manufacturing and processing. To ensure the highest production quality, adjustment and comparison are made in different steps from sun withering, indoor withering, kneading conditions, fixation conditions, drying temperature to production line speed.

• (3) 【Continued】Systematic research on the blending (creation of flavor) technique of refined tea:

Our team of refined tea blending technique has accumulated experience over 10 years, but it is not easy to pass on the technique. The purpose of this research is to design an analysis system and create the team’s empirical value of flavor adjustments in the database on the system in the hope to achieve the goals of stable quality and reduction of the difficulty in pass-on of the technique.

• (4) 【Continued】Research on the automated sun withering system:

The sun and indoor withering processes are important traditional techniques for production of unique quality tea in Taiwan. However, they rely on tremendous manpower during the production. To solve this problem, the research aims to achieve the goal of automated withering with the support of the mechanical equipment and programmed design.

• (5) R&D of the process management system for the flavor of the tea:

This research project was subsidized by the Council of Agriculture, Executive Yuan, to the amount of NT$6.80 million and the development of the tea manufacturing process management system was executed from 2019 to 2020. The project was completed and closed on December 31, 2020. We will be engaged in subsequent researches to improve the operation of the system.

1. Impact of the changes in important domestic and foreign policies and regulations in the most recent year on the financial and business status of the Company and countermeasures:

The Company supports energy saving and carbon reduction to reduce unnecessary expenses. The changes in important domestic and foreign policies and regulations in the most recent year did not have significant impact on the

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financial and business status of the Company. However, to follow the “Regulations on Non-urban Land Use Control” amended by the Construction and Planning Agency, Ministry of the Interior, in November 2016, we need to speed up the development of land and finish the development projects as soon as possible to increase the interests of the shareholders. As affected by the partial amendments of the Labor Standards Act and the “five-day work week” system in 2016 and 2017, we, in addition to following the regulations and hiring more employees for smooth arrangement of manpower, will acquire related information whenever necessary, add or adjust internal systems, and develop necessary countermeasures to meet the requirements of the business operation of the Company.

1. Impact of the changes in technology in the most recent year on the financial and business status of the Company and countermeasures:

The Company pays close attention to the changes in the technology related to the industry and, depending on the circumstances, designates personnel or project teams to assess the impact on the development and financial and business status of the Company in the future. “Communication software” becomes more popular in recent years. The Company discusses with chief officers and employees and release messages via the communication software. This is helpful for the Company to ensure the timeliness and improve the work performance. There are no changes in important technology that significantly affect the financial and business status of the Company.

1. Impact of the changes in the Company’s image in the most recent year on the risk management and countermeasures:

2. (1) In addition to persisting in the philosophy of “health, leisure, environment” and “co-existence with the land” in management of our recreational business, we protect the land, save water resources, and take care of the environmental ecology in the development our core business of tea.

3. (2) The original North District Finery Factory of the Company introduced ISO in April 2012 and acquired the “ISO 22000” and “HACCP” food safety certificates. Since the progress of new certification is affected by the COVID-19 pandemic, the rough and refinery processing factories of Laopi Tea Farm in Pingtung will apply for the “FSSC 22000,” “HACCP,” RFA, and TGAP certification in 2021, implement the food safety control system,

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strictly control the process from raw material to product and conduct hazard analysis, and implement control at important control points. The production is ensured under preventive monitoring and management. All the products are subject to 481 multi-pesticide residue tests conducted by SGS, a thirdparty testing institution to ensure compliance with national food safety regulations. The tea plantations of the Company will establish TAP certification and some of them have acquired the Tse-Xin Organic Certificate. The Company is dedicated to improvement of the product quality and service in a professional and serious attitude to improve the image of the Company.

• (3) The Daxi Tea Factory of the Company follows the “Taiwan Good Agricultural Practice; TGAP” in planting of tea and agricultural management, and implement strict management by conducting regular checking and emphasizing ecological environment.

The entire process from checking of tea leaves, sanitation of tea making machines and tools, separation of tea manufacturing area, refinery processing to packaging of plucked tea leaves and shipping procedure is recorded properly.

The tea factory conducts pollution and hazard control and provides educational training on public safety and health on a regular basis. It also make proper records on production management, processing procedure, and health and safety practice.

The “Daxi Tea Factory” stood out from 377 tea factories participating in the “2015 Safe and Hygienic Tea Factory” evaluation organized by the Council of Agriculture, Executive Yuan and won the top “Five-Star Award” (Registry Number: H10001). This highly recognizes the endeavor of the Company in the food safety area.

• (4) The Company has been dedicated to public welfare activities, such as donating goods to help disabled groups and underprivileged people in response to the “Warmth in Winter” activity of the Park II, and taking measures regarding energy saving and carbon reduction, in line with the government’s environmental protection policy. We encourage engagement

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in the communities in Taipei City, New Taipei City, Taoyuan City, Miaoli County, Nantou County and Pingtung County where our branches are located in order to make specific actions and contributions that facilitate the prosperity and development of local areas. The Company set up the Public Affairs Office in 2013. It is responsible for organizing public welfare activities, and implementing and promoting relevant corporate social ～ activities. Please refer to Pages 127 131 for our endeavor in community engagement, social welfare service, and our environmental protection and food safety measures. To sum up, there is no concern about any corporate image risk.

1. Expected benefits and potential risks from merger or acquisition:

The Company currently does not have merger or acquisition plans.

1. Expected benefits and potential risks from expanding plants:

With the experience that the Company has accumulated for many years, the working speed and our professional knowledge as important elements for improvement of the efficiency, the concentration of farming areas, mechanization, and digitization that we have implemented for many years have demonstrated initial outcomes. Laopi Tea Farm is the most representative production base where the high-efficient farm management model helps increase of the operating profit in a short time.

As for the operating risk, The price of raw material on the international market rises every year and the production volume is unstable, or even drops, due to fierce change of the weather, but the demand is stable and strong. To respond to the global climate change, we have adopted a nutriculture system from the very beginning and conducted various researches to effectively reduce the loss brought about by the climate change and stabilize the revenue.

1. Risk of concentrated sales or purchases:

2. ① Only one customer accounted for more than 10% of the Company’s total sales in the most recent year up to the publication date of this annual report. It occupied 13.93% of the annual net sales. There was no concentrated sales.

3. ② Only two suppliers accounted for more than 10% of the Company’s total purchase in the most recent year up to the publication date of this annual report, and the amount of the purchase from both suppliers was less than

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12%. The risk is considerably spread.

1. Impact on and risk to the Company with regard to any major transfer or change of equities by directors, supervisors, or major shareholders holding more than 10% of the Companys shares:

None.

Shan Young Assets Management Co., Ltd. is a major shareholder holding more than 10% of the Company’s shares. It was elected as a director at the extraordinary meeting of shareholders on August 1, 2019 and its corporate representative acted as the Chairman of the Company. Shan Young Assets Management Co., Ltd. holds the shares of the Company on a long-term basis. This is helpful and positive for the stable operation of the Company.

1. Impact on and risk to the Company with regard to any change in management rights:

2. The Company reelected all the directors at the extraordinary meeting of shareholders on August 1, 2019. There were 13 seats for 10 directors and 3 independent directors. Though more than one third of the seats were changed, the new Chairman had extensive experience in land development and operation management and fully recognized and supported our core business and established operating directions. The business and management of the Company did not change. We always observe statutory regulations, implement corporate government, and take steady and practical operating strategies. Hence, the re-election does not have significant effect on the business and financial status of the Company or the equity of the shareholders.

3. In case of any litigious and non-litigious matters, material litigious, non-litigious or administrative disputes that involve the Company and/or any director, supervisor, the General Manager, de facto responsible person, major shareholder holding a stake of more than 10% of the Company or subordinate company thereof, and that were finalized or remained pending, shall be listed; if these disputes may eventually cause a substantial impact on shareholders equity or the price of securities, the nature of the disputes, the amount involved, the date on which the litigation first started, the main parties involved and the progress as of the publication of this annual report shall be disclosed:

None.

1. Other significant risks and countermeasures:

Information security, cyber risk control, and countermeasures:

More and more companies rely on information systems for their operation. All of our core information systems are installed with dual redundancy equipment

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to reduce the risk of out-of-service due to failure of the hardware. Nevertheless, the redundancy function may be affected by external factors (e.g. power failure and natural disaster) or sabotage. The backup data are stored remotely and a test exercise to restore the information system from backup data is conducted regularly every year. However, time lag of data is a risk when restoring the system from backup media.

We have set up software and hardware equipment capable of preventing malware or cyber attack. However, many information security incidents are not brought about by professional technique but security vulnerabilities attributable to human factors. For this, we have established relevant information security regulations, organized information security training on a regular basis, and announced instructions on information security irregularly to warn the employees of enhancement.

We are dedicated to protecting our information assets from any threats or destructions, whether internal or external, intentional or accidental, to reduce the probability of information security incidents and ensure that the risk arising from management incidents is reduced to the acceptable extent.

VII. Other important issues:

None.

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Eight. Other Supplementary Infromation

I. Information on affiliates

• (I) Consolidated business report of affiliated companies

• Organizational chart of affiliates December 31, 2020

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Organizational chart of affiliates
Taiwan Tea Corporation
34.36%
Great Construction System Inc.
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2. Basic information on affiliates

December 31, 2020 Unit: NT$ thousand

						December 31, 2020 Unit: NT$ thousand
Company name	Date of incorporation		Address	Paid-in capital		Principal business or product lines
Great Construction System Inc.	1992/7/6		15F., No. 3, Yuanqu St., Nangang Dist., Taipei City	100,000		1. Manufacture, processing and trading of metal and non-metal wall materials. 2. Manufacture, processing and trading of decorative and building materials. 3. Design and construction of interior decoration works; design and construction of garden landscaping projects.
Information on the same shareholders presumed to have control and subordinate relationship: None The businesses of affiliated companies and the association of these businesses
Business		Name of affiliated company			Association with the business of other affiliated companies
Construction		Great Construction System Inc.			Contractingengineering projects

1. Information on the same shareholders presumed to have control and subordinate relationship: None

2. The businesses of affiliated companies and the association of these businesses

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5. Information on directors, supervisors and general managers of each affiliated company

December 31, 2020 Unit: Shares; %

Company name	Title	Name or representative	Shareholding	Shareholding
			Shares/NTD	Shareholding ratio
Great Construction System Inc.	Chairman	Chao Liang	2,173,312 shares/ NT$21,733,120	21.73%
	Director	Wei-Cheng Wang	3,400,810 shares/ NT$34,008,100	34.01%
	Director	Chen-Yu Liang	0	0.00%
	Supervisor	Hsiang-Hui Hsieh	0	0.00%

6. Overview of the operations of each affiliate (IFRSs)

verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)	verview of the operations of each affiliate (IFRSs)
December 31, 2020 Unit: NT$ thousand
Company name	Capital	Total assets	Total liabilities	Net value	Operating revenue	Operating profit	Profit (loss) for the period	Earnings per Share Unit: NTD
Great Construction System Inc.	100,000	243,678	194,850	48,828	190,652	2,805	2,969	0.30

• (II) Consolidated financial statements of affiliated companies: The Company has no longer prepared consolidated financial statements since 2019.

(III) Affiliation report: None.

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II. Private placement of securities in the most recent year up to the publication date of this report annual:

None.

III.Shares of the Company held or disposed of by subsidiaries in the most recent year up to the publication date of this annual report:

None.

IV. Other necessary supplementary information:

None.

Nine. Any significant events materially affecting shareholders’ equity or price of securities as defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the most recent year up to the publication date of this annual report:

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None.

Other Supplemen

Prepared byTaiwan Tea Corporation Chairman: Ching-Yuan Wu

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Other Suppl

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