USI — AGM Information 2021

Aug 12, 2021

Stock Code: 1304

USI Corporation

Handbook for the

2021 Annual General Meeting of Shareholders

Date: June 11, 2021

Location: International Performance Hall, ISCC Convention Center

2F, No. 399, Ruiguang Road, Neihu District, Taipei City

Table of Contents

Meeting Procedure ·················································· 2 Meeting Agenda ····················································· 3 Report Items ························································· 4 Matters for Ratification and Discussion ························ 9 Extemporary Motions ·············································· 39 Appendices: 1. Parliamentary Rules for Shareholders’ Meetings (before amendment) ············································ 40 2. Articles of Incorporation ······································· 49 3. Stake of Directors ··············································· 58 4. The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE ·································· 59 5. Description of Handling of Stockholder Proposals ········· 61

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USI Corporation

Procedure of the 2021 Annual General Meeting of

Shareholders

1. Announcement of the Commencement of the

Meeting

2. Chairperson Takes Chair

3. Opening Speech of the Chairperson

4. Report Items

5. Matters for Ratification and Discussion

6. Extemporary Motions

7. Adjournment

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USI Corporation

Year 2021

Agenda of Annual General Meeting of Shareholders

Date ： Jun.11, 2021 (Friday) AM 09:00

Location: 2F, No. 399, Ruiguang Road, Neihu District, Taipei City

International Performance Hall, ISCC Convention Center

1. Report Items:

2. (1) To report 2020 operating results.

3. (2) To report Audit Committee's Review Reports of 2020 Financial Statement.

4. (3) To report 2020 remuneration of directors and employees.

2. Matters for Ratification and Discussion:

• (1) To ratify 2020 Business Report and Financial Statements.

• (2) To ratify 2020 earnings distribution.

• (3) To approve the amendment to the Parliamentary Rules for Shareholders’ Meetings.

• (4) To approve the permission of directors for competitive actions.

3. Extemporary Motions:

4. Adjournment

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I. Report Items:

Report 1

To report 2020 operating results.

USI Corporation

2020 Business Report

The 2020 net sales income reduced by 7% from last year to NT$10.2 billion, with a budget achievement rate of 94%. Net income before tax increased by NT$1.101 billion to NT$2.56 billion, with a budget achievement rate of 243%. Net income after tax was NT$2.41 billion.

In business performance in 2020, the price of ethylene-related raw materials were influenced by the COVID-19 pandemic. In response to the escalation of face mask demand, we actively increased the HDPE output. The annual sales volume was 120,379 MT, a new high in history. Although the price and demand of EVA fell to the bottom in Q2, a strong demand regained alongside the PV market recovery in Q3. At the end of 2020, the price reached a new high in recent years, increasing the difference with ethylene. The total sales volume of EVA/PE in 2020 increased by 6% from 2019 to 270,920 MT. In production, through continual process improvement, old equipment replacement, production efficiency and quality improvement to reduce the production cost, and active trial of niche products, the annual output increased by 3% from last year to 244,162 MT. We also actively engaged in talent cultivation, HSE

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improvement, energy conservation, and process safety management (PSM) implementation to pursue sustainable development. In R&D, apart from continuously optimizing the production process of the optical-grade cyclic block copolymer (CBC), we also engaged in product certification and implementation in coordination with the customers of microplate and cuvette for biomedical inspections and the spectacle frame and special packaging materials. We continued to expand production applications in ink, shoe styrene, and electrical wires/cables for high value value-added EVA products. Production of high MI HDPE materials was stabilized, and products are applied in processes including injection molding and melt impregnation.

The net operating income in 2020 profit increased by NT$206 million from last year to NT$908 million. The net non-operating income in 2020 was NT$1.652 billion, including mainly income from investments by equity method and income from dividends. In addition to persistently enhancing our concerns for and implementing environmental and safety measures, we strengthened our predictive maintenance to ensure the safety of the working environment in all plants. In CSR performance, apart from continuing our efforts in various energy conservation and carbon reduction activities, recycling and reuse, and public safety in the environmental category, we supported the vulnerable, the rural, environmental protection, and ecological conservation through the USI Education Foundation, sponsored educational and charitable activities and college/university social service activities through offering grants and scholarships to colleges and universities to fulfill CSR in real action.

Looking ahead to 2021, although the commercial operation of new

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EVA capacity of 600,000 MT will start, as the solar energy demand remains optimistic, its impact on the overall EVA demand will not be great. However, as the COVID-19 pandemic continues, market prediction of the global economic condition is conservative. We will make efforts to seek stable and low-cost ethylene sources, lower production costs, improve the quality of product and technical service, develop differentiated products, and enhance the cultivation of markets outside of China to disperse market risk. We will also enhance the R&D of new products and new technologies to enhance competitiveness for sustainable development and growth.

Chairperson: Yi-Gui Wu

President: Ke-Shun Wang

Chief Accounting Officer: Chuan-Hua Kuo

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Report Items:

Report 2

To report Audit Committee's Review Reports of 2020 Financial Statement.

USI Corporation Audit Report

This Audit Committee has audited the 2020 Business Report produced by the Board of Directors, the financial statements (including individual and consolidated financial statements) audited and certified by CPA Pi-Yu Chuang and CPA Cheng-Hung Kuo of Deloitte Taiwan, and the proposal for profit distribution and found no nonconformity. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is presented for approval to AGM.

To

The 2021 Annual General Meeting of Shareholders

Audit Committee, USI Corporation

Independent Director: Chong Chen Independent Director: Tyzz-Jiun Duh Independent Director: Ying-Jun Hai

March 22, 2021

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Report Items:

Report 3

To report 2020 remuneration of directors and employees.

Description: 1. Proceeded in accordance with related orders of the Ministry of Economic Affairs and Article

34 of the Articles of Incorporation of the Company.

1. The 2020 remuneration for directors will be distributed in cash at 0.12%, NT$3,000,000, of the 2020 earnings.

2. The 2020 remuneration for employees will be distributed in cash at 1%, NT$ 25,892,138, of the 2020 earnings.

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II. Matters for Ratification and Discussion:

Proposal 1

Proposed by the Board

To ratify 2020 Business Report and Financial Statements. Description: 1. The 2020 financial statements (including individual and consolidated financial statements) approved by the Board on March 8, 2021 are audited by CPA Pi-Yu Chuang and CPA Cheng-Hung Kuo of Deloitte Taiwan and the Audit Committee for the record.

1. Please refer to p. 4-6 of this Handbook for the 2020 Business Report and p.10-31 for the CPA Audit Report and the financial statements.

Resolution:

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Deloitte

Deloitte& Touche 20F, Taipei Nan Shan Plaza No. 100. Songren Rc., Xinyi Dist., Taipei 11073, Taiwan Tel: +886(2)2725-9988 Fax: +886(2)4051-6888 www.deloitte.com.tw

Independent Auditors’ Report

TO USI Corporation

Opinion

We have audited the consolidated balance sheets of USI Corporation and its subsidiaries (the Group) as of the years ended December 31, 2020 and 2019, and the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows and Notes to the Consolidated Financial Statements (including the Summary of Significant Accounting Policies) for the months from January 1 to December 31 of 2020 and 2019.

The accountant opinions are that the preparations of significant issues of the consolidated financial statements are made in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They fairly present the consolidated financial conditions for the years ended December 31 of 2020 and 2019 of the Group and the consolidated financial performance and consolidated cash flows for the months from January 1 to December 31, 2020 and 2019.

Basis for Opinion

We conducted our audit of the consolidated financial statements Year 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence

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we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

The key audit matters identified in the Group’s consolidated financial statements Year 2020 are stated as follows:

Valuation of Inventory

As of December 31, 2020, the carrying amount of the Group’s inventory was NT$4,296,228 thousand (i.e., the gross amount of inventory of NT$4,910,989 thousand with a deduction of the allowance for inventory valuation of NT$614,761 thousand), representing 6% of the Group’s total assets. As the Group’s inventory was stated at the lower of cost or net realizable value due to price fluctuation effect of raw material, ethylene, while keen fluctuation of international oil price and such evaluation was involved critical judgment and accounting estimates by the management, we identified the valuation of inventory has been identified as a key audit matter.

Refer to Notes 4(6), 5(2) and 11 to the Group’s financial statements for the related accounting policies and disclosures on inventory valuation.

The main audit procedures that we performed for valuation of inventory are as follows:

1. We obtained an understanding of the reasonableness of the Group’s policies and methods of the allowance for inventory valuation.

2. We sampled and cross-checked the raw material quote over latest period or sales invoice with the lower inventory cost and net realized value prepared by Management, also revalidated net realization of inventroy to assess the base and reasonableness of the Management's inventory valuation.

3. We observed year-end inventory and sampled to figure out the status, also, we evalauted the reasonableness of recognizing sluggish inventory as loss for price decline reserve.

Other Matters

We have also audited the parent company only financial statements of USI Corporation as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the audit committee) are responsible for overseeing the Group’s financial reporting process. Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in

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order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements Year 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we

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determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the reviews resulting in this independent auditors’ review report are Pi-Yu Chuang (Fiancial Supervisory Commission, Approval No. 1070323246) and Cheng-Hung Kuo (Securities and Futures Bureau, Approval No. 0920123784).

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Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

March 22, 2021

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USI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars)

Code 1100 1110 1120 1136 1150 1170 1200 1220 130X 1410 1470 11XX 1517 1535 1550 1600 1755 1760 1805 1821 1840 1990 15XX 1XXX C o d e 2100 2110 2120 2170 2219 2230 2280 2320 2365 2399 21XX 2530 2540 2550 2570 2580 2640 2670 25XX 2XXX 3100 3200 3310 3320 3350 3300 3490 3500 31XX 36XX 3XXX	Assets CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss (FVTPL) - current Financial assets at fair value through other comprehensive income (FVTOCI) - current Financial assets measured at amortized cost - current Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (FVTOCI) - non- current Financial assets measured at amortized cost - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment properties Goodwill Other intangible assets Deferred tax assets Other non-current assets Total non-current assets TOTAL Liabilities and Equity CURRENT LIABILITIES Short-term borrowings Short-term bills payable Financial liabilities at fair value through profit or loss (FVTPL) - current Notes payable and accounts payable Other payables Current tax liabilities Lease liabilities - current Current portion of long-term borrowings Refund liabilities - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Long-term borrowings Provisions - non-current Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		December 31,2020 m o u n t ％ $ 9,637,007 13 5,511,683 7 164,922 - 348,450 - 671,576 1 6,810,340 9 293,459 - 29,231 - 4,296,228 6 766,824 1 9,834 - 28,539,554 37 2,393,734 3 390,828 1 20,170,030 26 23,257,418 30 794,480 1 575,586 1 269,026 - 10,807 - 573,850 1 349,203 1 48,784,962 63 $ 77,324,516 100 $ 2,726,270 3 656,704 1 20,724 - 3,406,837 4 2,216,533 3 1,211,350 2 75,284 - 1,999,233 3 16,390 - 374,501 - 12,703,826 16 4,995,069 6 7,590,000 10 136,375 - 1,434,806 2 384,402 1 1,292,053 2 64,342 - 15,897,047 21 28,600,873 37 11,887,635 15 321,798 1 3,109,625 4 781,059 1 5,606,462 7 9,497,146 12 240,195) - 475,606) ( 1) 20,990,778 27 27,732,865 36 48,723,643 63 $ 77,324,516 100		December 31,2019	December 31,2019
		A	m o u n t $ 9,637,007 5,511,683 164,922 348,450 671,576 6,810,340 293,459 29,231 4,296,228 766,824 9,834 28,539,554 2,393,734 390,828 20,170,030 23,257,418 794,480 575,586 269,026 10,807 573,850 349,203 48,784,962 $ 77,324,516 $ 2,726,270 656,704 20,724 3,406,837 2,216,533 1,211,350 75,284 1,999,233 16,390 374,501 12,703,826 4,995,069 7,590,000 136,375 1,434,806 384,402 1,292,053 64,342 15,897,047 28,600,873 11,887,635 321,798 3,109,625 781,059 5,606,462 9,497,146 240,195) 475,606) 20,990,778 27,732,865 48,723,643 $ 77,324,516	A	m o u n t $ 7,927,403 6,358,025 174,789 506,129 634,435 6,411,077 277,131 11,919 4,919,506 782,608 17,150 28,020,172 2,196,724 311,942 14,867,168 23,228,911 885,508 524,408 269,026 17,004 643,715 461,208 43,405,614 $ 71,425,786 $ 4,258,980 1,352,810 4,136 2,757,368 1,938,026 517,913 70,814 1,443,156 28,221 262,958 12,634,382 6,991,327 9,049,770 136,375 1,411,901 481,964 1,473,867 69,253 19,614,457 32,248,839 11,887,635 271,613 2,979,753 430,526 4,346,640 7,756,919 781,058) 475,606) 18,659,503 20,517,444 39,176,947 $ 71,425,786	％
		( (		( (		11 9 - 1 1 9 - - 7 1 - 39 3 - 21 33 1 1 - - 1 1 61 100 6 2 - 4 3 1 - 2 - - 18 10 12 - 2 1 2 - 27 45 17 - 4 1 6 11 ( 1) ( 1) 26 29 55 100

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USI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2020 and 2019

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

C o d e 4100 OPERATING REVENUE 5110 COST OF GOODS SOLD 5900 GROSS PROFIT OPERATING EXPENSES 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of (loss) profit of joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS 7950 INCOME TAX EXPENSE 8000 NET PROFIT FROM CONTINUING OPERATIONS 8100 NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 8200 NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurements of defined benefits plan 8316 Profit (loss) of equity instruments at FVTOCI 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8310 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating foreign operations 8399 Income tax relating to items that may be reclassified subsequently to profit or loss 8360 8300 Other comprehensive income for the period, net of income tax 8500 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD NET PROFIT ATTRIBUTABLE TO 8610 Owners of the Company 8620 Non-controlling interests 8600 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO 8710 Owners of the Company 8720 Non-controlling interests 8700 EARNINGS PER SHARE From continuing and discontinued operations 9750 Basic 9850 Diluted From continuing operations 9710 Basic 9810 Diluted		FortheYearsEndedDecember31,2020 m o u n t ％ $ 50,201,273 100 39,721,391 79 10,479,882 21 2,020,552 4 1,200,353 2 362,961 1 3,583,866 7 6,896,016 14 102,548 - 374,667 1 132,342 - 221,690 ) ( 1) 165,161) - 222,706 - 7,118,722 14 1,440,358 3 5,678,364 11 4,273 - 5,682,637 11 19,250 - 350,419 1 6,122) - 363,547 1 166,163 - 12,938) - 153,225 - 516,772 1 $ 6,199,409 12 $ 2,409,778 5 3,272,859 6 $ 5,682,637 11 $ 2,875,537 6 3,323,872 6 $ 6,199,409 12 $ 2.25 $ 2.24 $ 2.25 $ 2.24		FortheYearsEndedDecember31,2019	FortheYearsEndedDecember31,2019
	A	m o u n t $ 50,201,273 39,721,391 10,479,882 2,020,552 1,200,353 362,961 3,583,866 6,896,016 102,548 374,667 132,342 221,690 ) 165,161) 222,706 7,118,722 1,440,358 5,678,364 4,273 5,682,637 19,250 350,419 6,122) 363,547 166,163 12,938) 153,225 516,772 $ 6,199,409 $ 2,409,778 3,272,859 $ 5,682,637 $ 2,875,537 3,323,872 $ 6,199,409 $ 2.25 $ 2.24 $ 2.25 $ 2.24	A	m o u n t $ 55,656,741 48,924,372 6,732,369 2,042,577 1,341,976 416,083 3,800,636 2,931,733 153,706 575,485 1,929 ) 285,222 ) 12,403) 429,637 3,361,370 820,144 2,541,226 4,175 2,545,401 8,291 179,751 ) 219 ) 171,679) 974,471 ) 152,665 821,806) 993,485) $ 1,551,916) $ 1,281,364 1,264,037 $ 2,545,401 $ 822,153 719,763 $ 1,551,916 $ 1.19 $ 1.19 $ 1.19 $ 1.19	％
	( ( ( (		( ( ( ( ( ( ( ( ( (		100 88 12 4 2 1 7 5 - 1 - - - 1 6 1 5 - 5 - - - - ( 2 ) - ( 2) ( 2) ( 3) 3 2 5 2 1 3

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U SI CO RPO R AT ION AND SU B SID IAR IE S CON SO LID AT ED ST ATE ME NT S OF C H ANGE S IN EQ U ITY For the Yea rs E nd ed D ec e mb er 31 , 2020 an d 20 19

( In T ho us and s of Ne w Ta iwa n D ol lar s)

C o d e A1 BALANCE AT JANUARY 1, 2019 A3 Effects of retrospective application A5 Reclassified balance at January 1, 2019 Appropriation of 2018 earnings B1 Legal reserve B17 Special reserve B5 Cash dividends distributed by the Company O1 Cash dividends distributed by subsidiaries D1 Net profit for the years ended Septemebr 30, 2019 D3 Other comprehensive income for the years ended December 31, 2019, net of income tax D5 Total comprehensive income for the years ended December 31, 2019 C7 Changes in capital surplus and retained earnings from investments in subsidiaries C17 Changes in capital surplus M3 Disposal of Subsidiary M1 Changes in capital surplus from distributing cash dividends to subsidiaries Q1 Disposal of equity instruments measured at FVTOCI O1 Change in non-controlling interests Z1 BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings B1 Legal reserve B3 Special reserve B5 Cash dividends distributed by the Company O1 Cash dividends distributed by subsidiaries D1 Net profit for the years ended December 31, 2020 D3 Other comprehensive income for the years ended December 31, 2020, net of income tax D5 Total comprehensive income for the years ended December 31, 2020 C7 Changes in retained earnings from investments in subsidiaries C17 Changes in capital surplus M1 Changes in capital surplus from distributing cash dividends to subsidiaries Q1 Disposal of equity instruments measured at FVTOCI O1 Change in non-controlling interests Z1 BALANCE AT DECEMBER 31, 2020	E	q u i	t	y A	t t r i	b	u t a	b	l e	t	o O	w	n e r	s o f	t h e		C o m	p	a n y o t a l $ 18,187,153 9,509) 18,177,644 - - 356,629 ) - 1,281,364 459,211) 822,153 3,776 1,677 617 ) 11,499 - - 18,659,503 - - 594,382 ) - 2,409,778 465,759 2,875,537 29,855 1,100 19,165 - - $ 20,990,778	N o i n	n - c o n t r o l l i n g t e r e s t s $ 18,267,556 4,490) 18,263,066 - - - 705,440 ) 1,264,037 534,274) 729,763 632 - 1,932 ) - - 2,231,355 20,517,444 - - - 519,048 ) 3,272,859 51,013 3,323,872 28,871 ) - - - 4,439,468 $ 27,732,865	T o	t a l E q u i t y
		Share Capital $ 11,887,635 - 11,887,635 - - - - - - - - - - - - 11,887,635 - - - - - - - - - - - - $ 11,887,635	C	a p i t	a l S u	r	p l u s t h e r s $ 17,163 - 17,163 - - - - - - - - 1,677 - - - - 18,840 - - - - - - - - 1,100 - - - $ 19,940	R	e t a i n	e	d E a	r n	i n g s a p p r o p r i a t e d a r n i n g s $ 3,513,943 9,509) 3,504,434 53,994 ) 55,399 ) 356,629 ) - 1,281,364 3,563) 1,277,801 923 ) - - - 31,350 - 4,346,640 129,872 ) 350,533 ) 594,382 ) - 2,409,778 2,974 2,412,752 65 ) - - 78,078 ) - $ 5,606,462	O t h e r	E q u i t y U n r e a l i z e d G a i n (Loss) on Financial Assets at FVTOCI ( $ 85,136 ) - ( 85,136 ) - - - - - ( 61,701) ( 61,701) - - - - ( 31,350 ) - ( 178,187 ) - - - - - 443,769 443,769 - - - 78,078 - $ 343,660	T r	e a s u r y S h a r e s $ 475,606 ) - 475,606 ) - - - - - - - - - - - - - 475,606 ) - - - - - - - - - - - - $ 475,606)	T
														Exchange Differences on Translating Foreign O p e r a t i o n s ( $ 208,307 ) - ( 208,307 ) - - - - - ( 393,947) ( 393,947) - - ( 617 ) - - - ( 602,871 ) - - - - - 19,016 19,016 - - - - - ($ 583,855)
			T r T r	e a s u r y S h a r e a n s a c t i o n s $ 233,983 - 233,983 - - - - - - - - - 11,499 - - 245,482 - - - - - - - - - 19,165 - - $ 264,647	Shares of Changes in Capital Surplus of A s s o c i a t e s $ 2,592 - 2,592 - - - - - - - 4,699 - - - - 7,291 - - - - - - - 29,920 - - - - $ 37,211	O
								L e	g a l R e s e r v e $ 2,925,759 - 2,925,759 53,994 - - - - - - - - - - - - 2,979,753 129,872 - - - - - - - - - - - $ 3,109,625	S p	e c i a l R e s e r v e $ 375,127 - 375,127 - 55,399 - - - - - - - - - - - 430,526 - 350,533 - - - - - - - - - - $ 781,059	U n E
												( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( (	( ( ( ( ( (	( ( ( (		( ( ( ( (		( ( ( ( ( (		( ( ( ( ( ( (	$ 36,454,709 13,999) 36,440,710 - - 356,629 ) 705,440 ) 2,545,401 993,485) 1,551,916 4,408 1,677 2,549 ) 11,499 - 2,231,355 39,176,947 - - 594,382 ) 519,048 ) 5,682,637 516,772 6,199,409 984 1,100 19,165 - 4,439,468 $ 48,723,643

17

USI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars)

C o d e CASH FLOWS FROM OPERATING ACTIVITIES A00010 Income before income tax from continuing operations A00020 Income before income tax from discontinued operations A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss reversed on accounts receivable A20400 Net gain on fair value change of financial assets and liabilities as at FVTPL A20900 Finance costs A21200 Interest income A21300 Dividend Income A22300 Share of loss of joint ventures accounted for using the equity method A22500 Loss (gain) on disposal of property, plant and equipment A23700 Impairment loss recognized on non- financial assets A23800 Inventory write-downs recognized (reversed) A29900 Gain on government grants A29900 Recognition of refund liabilities A30000 Changes in operating assets and liabilities A31115 Decrease (increase) in financial assets mandatorily classified as at FVTPL A31130 (Increase) decrease in notes receivable A31150 (Increase) decrease in accounts receivable A31180 (Increase) Decrease in other receivables A31200 Decrease in inventories A31230 Decrease (Increase) in prepayments A31240 Decrease (Increase) in other current assets A32130 Decrease in notes payable		Year 2020 $ 7,118,722 4,273 7,122,995 2,279,397 73,804 2,415 ) 25,657 ) 224,338 102,548 ) 186,949 ) 165,161 37,249 31,856 24,765 - - 888,587 37,141 ) 396,848 ) 6,149 ) 601,880 11,943 7,316 -		Year 2019
	( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( (	$ 3,361,370 4,175 3,365,545 2,156,511 80,005 4,115 ) 216,827 ) 302,569 153,706 ) 162,687 ) 12,403 41,381 ) 113,587 22,017 ) 155,710 ) 7,535 1,063,892 ) 381,448 1,125,888 8,317 1,805,615 50,075 ) 5,241 ) 483 )

(Continued)

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C o d e A32150 Increase (Decrease) in accounts payable A32180 Increase in other payables A32200 Decrease in provisions A32240 Decrease in net defined benefit liabilities A32230 Increase in other current liabilities A33000 Cash generated from operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES B00010 Payments for financial assets at FVTOCI B00020 Proceeds from sale of financial assets at FVTOCI B00030 Reduction of capital by returning cash of financial assets at FVTOCI B00040 Disposal (acquistion) of financial assets measured at amortized cost B01800 Acquisition of investments accounted for using the equity method B02700 Payments for property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (Increase) in refundable deposits B04500 Payments for other intangible assets B05400 Acquisition of investment property B06700 Decrease (Increase) in other non-current assets B07600 Dividends received B09900 Compensations for land ownership certificate BBBB Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Decrease in short-term borrowings C00600 Decrease in short-term bills payable C01200 Proceeds from issuance of bond C01300 Repayments of bonds C01600 Proceeds from mid- to long-term borrowings C01700 Repayments of mid- to long-term borrowings		Year 2020 649,469 368,359 11,831 ) 179,158 ) 111,543 11,649,966 92,369 236,861 ) 689,753) 10,815,721 - 76,643 83,402 78,793 5,122,441 ) 2,330,747 ) 25,612 14,836 113 ) 85,673 ) 32,231 186,949 - 7,040,508) 1,532,710 ) 696,000 ) - 1,000,000 ) 13,380,000 15,283,200 )		Year 2019
	( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	634,836 ) 13,094 9,769 ) 192,652 ) 20,431 ) 6,638,695 147,870 286,488 ) 427,584) 6,072,493 6,550 ) 83,470 52,423 67,178 ) 5,161,581 ) 2,002,986 ) 78,460 21,601 ) 6,503 ) - 180,953 ) 162,687 192,994 6,877,318) 2,467,874 ) 162,000 ) 1,995,630 - 24,462,500 24,112,154 ) (Continued)

19

C o d e C03000 (Decrease) Increase in guarantee deposits received C04020 Repayments of the principal portion of lease liabilities C04300 Decrease in other non-current liabilities C04500 Decrease in dividends payable C05800 Change in non-controlling interests C05800 Dividends paid to non-controlling interests CCCC Net cash (used) generated from financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		Year 2020 4,133 ) 68,659 ) 778 ) 594,382 ) 4,439,468 519,048) 1,879,442) 186,167) 1,709,604 7,927,403 $ 9,637,007		Year 2019
	( ( ( ( ( ( (		( ( ( ( ( (	813 66,023 ) 3,042 ) 356,629 ) 2,231,355 705,440) 817,136 208,212) 195,901) 8,123,304 $ 7,927,403

- 20 -

Deloitte

Deloitte& Touche 20F, Taipei Nan Shan Plaza No. 100. Songren Rc., Xinyi Dist., Taipei 11073, Taiwan Tel: +886(2)2725-9988 Fax: +886(2)4051-6888 www.deloitte.com.tw

Independent Auditors’ Report

To the Board of Directors of USI Corporation

Audit Opinion

We have audited the accompanying balance sheets of USI Corporation (the “Company”) as of the years ended December 31, 2020 and 2019, and the Accompanying Statements of Comprehensive Income, Accompanying Statements of Changes in Equity, Accompanying Statements of Cash Flows and Notes to the accompanying Financial Statements (including the Summary of Significant Accounting Policies) for the months from January 1 toDecember 31 of 2020 and 2019.

The accountant opinions are that the preparations of significant issues of the accompanying financial statements are made in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They fairly present the accompanying financial conditions for the and December 31 of 2020and 2019 of USI Corporation and the accompanying financial performance and accompanying cash flows for the months from January 1 to December 31 of 2020 and of 2019.

Basis for audit opinion

For the accompanying financial statements for the year ended December 31, 2020, the audit was conducted in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. For the year ended December 31, 2019, We conducted our audits in accordance with the Regulations Governing Auditing and Attestationof Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020 and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant, and keep independent of USI Corporation.We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that

21

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

The key audit matter identified in the audit of the Company’s the accompanying financial statements for the year ended December 31, 2020 is as follows.

Assessment of inventory write-down

As of December 31, 2020, the inventory nets of the Company are NT$776,109 (The total inventory costs NT$812,549 deducting the allowance for inventory write-down NT$36,440). They account for 2% of total assets of the accompanying Financial Statements assets. The inventory of the Company is measuredby adopting the lower between costs andnet realisable value. The inventory valuation is affected by the price fluctuation of main raw material ethylene, and international oil price fluctuates strongly. Besides, the related assessment of inventory net realisable value involves the critical judgements and assessment of the management. Therefore, the assessment of inventory write-down is deemedas the year’s key audit matter.

Please refer to the accompanying Financial Statements Note 4 (5), 5 (1) and 11 for the accounting policies, critical accounting judgment and estimation uncertainty and relevant disclosure information related to the assessment of inventory write-down.

The following are the main audit processes audited by the accounts for the above assessment of inventory write-down:

1. Based on the understanding of the Company, assess the appropriateness of the counting and drawing policies and methods of inventory wite down.

2. Obtain the assessment information compiled by the management about adopting the lower between inventory costs or net realisable value authority. Then, make sampling check the latest raw material quotation or the sales invoices,recalculating the net realisable value of inventory and assessing the basis and the reasonableness of the net realisable value estimated by the management.

3. Observe the year-end inventorytaking and sample the products to understand the condition of inventory. Assess thereasonableness of the obsolescence inventory allowance for write-down.

22

Responsibilities of management and those charging with governance for the accompanying financial statements

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

In preparing the accompanying financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those in charge with the Company’s governance (including the Audit Committee) are responsible for overseeing its financial reporting process.

Auditors’ responsibilities for the audit of the accompanying financial statements

Our objectives are to obtain reasonable assurance about whether the accompanying financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these accompanying 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 accompanying financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

23

1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the accompanying 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.

3. Evaluate the overall presentation, structure and content of the accompanying financial statements (including the related notes) and whether the accompanying financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the accompanying financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Year Ended December 31, 2020 the accompanying financial statements of the Company and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Pi-Yu Chuang and Cheng-Hong Kuo.

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Rule No. 1070323246 issued by the Financial Supervisory Commission

Rule VI-0920123784 issued by Securities and Futures Commission

Deloitte& Touche Taipei, Taiwan Republic of China

Notice to Readers

The accompanying financial statements are intended only to present the accompanying financial position, financial performance 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 accompanying financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and accompanying financial statements shall prevail.

March 22, 2021

25

USI CORPORATION BALANCE SHEET For the Years Ended December 31, 2020 and 2019

Code 1100 1110 1136 1150 1170 1180 1200 1210 130X 1410 1470 11XX 1517 1550 1600 1755 1760 1821 1840 1990 15XX 1XXX Code 2100 2120 2170 2180 2200 2220 2230 2280 2320 2399 21XX 2530 2540 2580 2570 2640 2650 2670 25XX 2XXX 3100 3200 3310 3320 3350 3300 3400 3500 31XX	Assets CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss (FVTPL) - current Financial assets measured at amortized cost - current Notes receivable, net Accounts receivable, net Accounts receivable, related parties Other receivables Other receivables, related parties Inventories Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (FVTOCI) - non- current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment properties Other intangible assets Deferred tax assets Other non-current assets Total non-current assets TOTAL Liabilities and Equity CURRENT LIABILITIES Short-term borrowings Financial liabilities at fair value through profit or loss (FVTPL) - current Notes payable and accounts payable Notes payable and accounts payable, related parties Other accounts payable Other accounts payable, related parties Current tax liabilities Lease liabilities - current Current portion of long-term borrowings Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Long-term borrowings Lease liabilities - non-current Deferred tax liabilities Net defined benefit liabilities - non-current Investments credits balances for using equity method Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company Total liabilities and equity		(In Thousands of New Taiwan Dollars) For the Year Ended December 31,2020 For the Year Ended December 31,2019 Amount ％ Amount ％ $ 991,966 3 $ 811,321 3 2,096,700 7 2,173,322 7 60,893 - 60,561 - 64,154 - 73,926 - 1,364,308 4 1,229,356 4 94,080 - 89,750 - 41,932 - 60,075 - 220,189 1 332,962 1 776,109 2 1,049,295 3 172,471 1 158,311 1 1 - 21 - 5,882,803 18 6,038,900 19 972,639 3 900,398 3 19,133,959 58 17,263,486 55 6,473,623 20 6,609,957 21 14,091 - 18,768 - 186,758 1 213,844 1 155 - 333 - 110,905 - 124,570 - 117,702 - 161,665 1 27,009,832 82 25,293,021 81 $ 32,892,635 100 $ 31,331,921 100 $ 499,000 1 $ 500,000 2 11,522 - 1,807 - 712,367 2 769,412 2 188,290 1 147,395 1 364,098 1 395,417 1 11,906 - 17,871 - 196,426 1 172,500 1 30,974 - 30,732 - 1,999,233 6 999,956 3 76,012 - 67,069 - 4,089,828 12 3,102,159 10 4,995,069 15 6,991,327 22 2,300,000 7 1,950,000 6 146,523 1 177,517 1 145,390 - 164,197 - 213,608 1 274,935 1 - - 576 - 11,439 - 11,737 - 7,812,029 24 9,570,259 30 11,901,857 36 12,672,418 40 11,887,635 36 11,887,635 38 321,798 1 271,613 1 3,109,625 10 2,979,753 10 781,059 2 430,526 1 5,606,462 17 4,346,640 14 9,497,146 29 7,756,919 25 240,195) ( 1) ( 781,058) ( 2) 475,606) ( 1) ( 475,606) ( 2) 20,990,778 64 18,659,503 60 $ 32,892,635 100 $ 31,331,921 100
			Amount $ 991,966 2,096,700 60,893 64,154 1,364,308 94,080 41,932 220,189 776,109 172,471 1 5,882,803 972,639 19,133,959 6,473,623 14,091 186,758 155 110,905 117,702 27,009,832 $ 32,892,635 $ 499,000 11,522 712,367 188,290 364,098 11,906 196,426 30,974 1,999,233 76,012 4,089,828 4,995,069 2,300,000 146,523 145,390 213,608 - 11,439 7,812,029 11,901,857 11,887,635 321,798 3,109,625 781,059 5,606,462 9,497,146 240,195) 475,606) 20,990,778 $ 32,892,635
		( (

26

USI CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

For the Years ENDED DECEMBER 31, 2020 and January 1 to December 2019

In Thousands of New Taiwan Dollars, Except for Earnings per Share

Code 4100 OPERATING REVENUE 5110 COST OF GOODS SOLD 5900 GROSS PROFIT 5910 The unrealized profits with the subsidiaries 5920 The realized profit with the subsidiary 5950 The realized gross profit OPERATING EXPENSES 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit or loss of subsidiaries accounted for using equity method 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS 7950 INCOME TAX EXPENSE 8200 NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified 8311 Remeasurements of the defined benefit plan 8316 Profit (loss) of equity instruments at FVTOCI 8330 Share of profit or loss of other comprehensive income of subsidiaries accounted for using equity method 8349 Income taxes which are related to the items that will not be reclassified 8310 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating foreign operations 8380 Share of profit or loss of other comprehensive income of subsidiaries accounted for using equity method 8399 Income tax relating to items that may be reclassified subsequently to profit or loss 8360 8300 Other comprehensive income for the period, (net revenue after tax) 8500 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD EARNINGS PER SHARE 9750 Basic 9850 Diluted		For the Year Ended December 31, 2020 Amount ％ $ 10,172,220 100 8,664,406 85 1,507,814 15 1,247 ) - 842 - 1,507,409 15 235,617 2 246,533 3 116,819 1 598,969 6 908,440 9 6,604 - 152,304 2 42,667 - 105,041 ) ( 1 ) 1,555,348 15 1,651,882 16 2,560,332 25 150,544 1 2,409,778 24 1,589 ) - 107,870 1 340,144 3 318 - 446,743 4 11,182 - 10,070 - 2,236) - 19,016 - 465,759 4 $ 2,875,537 28 $ 2.25 $ 2.24		For the Year Ended December 31, 2019	For the Year Ended December 31, 2019
		Amount $ 10,172,220 8,664,406 1,507,814 1,247 ) 842 1,507,409 235,617 246,533 116,819 598,969 908,440 6,604 152,304 42,667 105,041 ) 1,555,348 1,651,882 2,560,332 150,544 2,409,778 1,589 ) 107,870 340,144 318 446,743 11,182 10,070 2,236) 19,016 465,759 $ 2,875,537 $ 2.25 $ 2.24		Amount $ 10,966,471 9,584,497 1,381,974 842 ) 1,035 1,382,167 247,127 254,404 177,916 679,447 702,720 15,978 348,770 22,752 ) 104,336 ) 518,637 756,267 1,458,987 177,623 1,281,364 3,106 ) 104,930 ) 42,151 621 65,264) 339,848 ) 122,069 ) 67,970 393,947) 459,211) $ 822,153 $ 1.19 $ 1.19	％
	( ( ( (		( ( ( ( ( ( ( ( ( (		100 88 12 - - 12 2 2 2 6 6 - 3 - ( 1 ) 5 7 13 1 12 - ( 1 ) - - ( 1) ( 3 ) - 1 ( 3) ( 4) 8

27

C o d e A1 BALANCE AT JANUARY 1, 2019 A3 Effects of retrospective application A5 Reclassified balance at January 1, 2019 Appropriation of 2018 earnings B1 Legal reserve B3 Special reserve B5 Cash dividends distributed by the Company D1 Net profit for the year 2019 D3 Other comprehensive income for the year 2019, net of income tax D5 Total comprehensive income for the year 2019 C7 Changes in capital surplus and retained earnings from investments in subsidiaries C17 Changes in other capital surplus M3 Dispose the subsidiaries M1 Changes in capital surplus from distributing cash dividends to subsidiaries Q1 Disposal of equity instruments measured at FVTOCI Z1 BALANCE AT December 30, 2019 Appropriation of 2019 earnings B1 Legal reserve B3 Special reserve B5 Cash dividends distributed by the Company D1 Net profit for the year 2020 D3 Other comprehensive income for the year 2020, net of income tax D5 Total comprehensive income for the year2020 C7 Changes in retained earnings from investments in subsidiaries C17 Changes in capital surplus M1 Changes in capital surplus from distributing cash dividends to subsidiaries Q1 Disposal of equity instruments measured at FVTOCI Z1 BALANCE AT December 30, 2020		Share Capital $ 11,887,635 - 11,887,635 - - - - - - - - - - - 11,887,635 - - - - - - - - - - $ 11,887,635	C	a p i t	a	l S u	r	ST ATE ME 202 0 an d J p l u s t h e r s $ 17,163 - 17,163 - - - - - - - 1,677 - - - 18,840 - - - - - - - 1,100 - - $ 19,940	U SI NT a nu R	CO RPO R AT ION O F C H AN GE S IN E ary 1 to De ce mbe r 3 e t a i n	QU 1, e	ITY 201 9 d E a r	n i n g s Unappropriated Earnings $ 3,513,943 ( 9,509) 3,504,434 ( 53,994 ) ( 55,399 ) ( 356,629 ) 1,281,364 ( 3,563 ) 1,277,801 28,819 - - - 1,608 4,346,640 ( 129,872 ) ( 350,533 ) ( 594,382 ) 2,409,778 2,974 2,412,752 ( 76,278 ) - - ( 1,865 ) $ 5,606,462	O t h e r	E	q u i t y ealized Gain (Loss) Financial Assets at TOCI $ 85,136 ) - 85,136 ) - - - - 61,701) 61,701) 29,742) - - - ( 1,608) 178,187 ) - - - - 443,769 443,769 76,213 - - 1,865 $ 343,660	T r	In T hou sa nds of e a s u r y S h a r e s $ 475,606 ) - 475,606 ) - - - - - - - - - - - 475,606 ) - - - - - - - - - - $ 475,606)	N ew T o	Tai wa n Do ll ars t a l E q u i t y
			T r T r	e a s u r y S h a r e a n s a c t i o n s $ 233,983 - 233,983 - - - - - - - - 11,499 - 245,482 - - - - - - - - 19,165 - $ 264,647	Sha C a A	res of Changes in p i t a l S u r p l u s o f s s o c i a t e s $ 2,592 - 2,592 - - - - - - 4,699 - - - - 7,291 - - - - - - 29,920 - - - $ 37,211	O		L e	g a l R e s e r v e $ 2,925,759 - 2,925,759 53,994 - - - - - - - - - - 2,979,753 129,872 - - - - - - - - - $ 3,109,625	S p	e c i a l R e s e r v e $ 375,127 - 375,127 - 55,399 - - - - - - - - - 430,526 - 350,533 - - - - - - - - $ 781,059		Exchange Differences on Translating Foreign O p e r a t i o n s ( $ 208,307 ) - ( 208,307 ) - - - - ( 393,947) ( 393,947) - - ( 617 ) - - ( 602,871 ) - - - - 19,016 19,016 - - - - ($ 583,855)	Unr on FV
													( ( ( ( ( ( ( (	( ( ( ( ( ( (	( ( ( ( ( (		( ( ( (		( ( ( ( (	$ 18,187,153 9,509) 18,177,644 - - 356,629 ) 1,281,364 459,211) 822,153 3,776 1,677 617 ) 11,499 - 18,659,503 - - 594,382 ) 2,409,778 465,759 2,875,537 29,855 1,100 19,165 - $ 20,990,778

28

USI CORPORATION ACCOMPANYING STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019

In Thousands of New Taiwan Dollars

C o d e CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20400 Net loss (gain) on fair value change of financial assets and liabilities as at FVTPL A20900 Finance costs A21200 Interest income A21300 Dividend Income A22300 Share of profit of subsidiaries accounted for using the equity method A22500 Loss (gain) on disposal of property, plant and equipment A23200 The investment loss of disposing with the equity method A23700 Inventory write-downs and obsolescence loss recognized A29900 Gain on government grants A23900 The unrealized profit with the subsidiaries A24000 The realized profit with the subsidiaries A30000 Changes in operating assets and liabilities A31115 Decrease (increase) in financial assets mandatorily classified as at FVTPL A31130 Decrease in notes receivable A31150 (Increase) decrease in accounts receivable A31160 Accounts receivable – related parties increase A31180 Decrease in other receivables A31190 Other receivable – related parties decrease (increase) A31200 Decrease in inventories A31230 (Increase) decrease in prepayments A31240 Decrease in other current assets A32130 Decrease of the accounts payable	Year 2020 $ 2,560,322 603,125 14,249 19,085 107,540 ( 6,604 ) ) ( 50,63 0 ) ) ( 1,555,348 ) 161 527 23,413 - 1,247 ( 842 ) 67,252 9,772 ( 134,952 ) ) ( 4,330 ) 18,918 164,574 249,773 ( 14,046 ) 20 ( 57,045 )	Year 2019
		$ 1,458,987 504,898 12,801 ( 66,813 ) 121,666 ( 15,978 ) ( 48,117 ) ( 518,637 ) ( 785 ) - 5,435 ( 155,710 ) 842 ( 1,035 ) ( 874,758 ) 18,595 182,505 ( 28,424 ) 1,867 ( 3,117 ) 314,031 14,594 10 ( 18,827 )

(Continued)

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C o d e				Year 2020			Year 2019
A32160	Accounts payable –related	parties
	Increase (decrease)			$ 40,895		($	15,951)
A32180	(Decrease) increase in other payables		(	16,322	)		110,534
A32190	Other payable - related	parties
	decrease)increase		(	5,965	)		1,692
A32230	Increase in other current liabilities			8,943			7,570
A32240	Decrease in net defined benefit liabilities		(62,916		)	(	37,105	)
A33000	Cash generated from operations			1,980,816			970,770
A33100	Interest received			5,829			15,652
A33300	Interest paid		(	118,418	)	(	105,382	)
A33500	Income tax paid		(	133,648	)	(	21,282	)
AAAA	Net cash generated from operating
	activities			1,734,579			859,758
	CASH FLOWS FROM INVESTING
	ACTIVITIES
B00020	Proceeds from sale of financial assets	at
	FVTOCI			2,784			2,389
B00030	Reduction of capital by returning cash
	of financial assets at FVTOCI			32,845			13,784
B00040	Acquisition of the financial assets which are at the
	amortized cost		( 332		)	(	61	)
B02200	Acquisition of the cash (flow out) of the
	subsidiaries			-		(	2,203,645	)
B02400	Use the equity method on the investing
	company which reduces the capitals	and
	returns the shares			3,877			-
B02700	Payments for property, plant and
	equipment		(	438,675	)	(	438,684	)
B02800	Proceeds from disposal of property,
	plant and equipment			2,483			409
B03700	Decrease (increase) in refundable
	deposits			6,951		(	4,448	)
B04500	Payments for other intangible assets		(	113	)	(	207	)
B06700	Decrease (increase) in other non-current
	assets			23,054		(	72,288	)
B07600	Dividends received			89,489			65,023
B07400	Compensatory prices of land
	readjustment			-			192,994
BBBB	Net cash used in investing
	activities		(	277,637	)	(	2,444,734	)
	CASH FLOWS FROM FINANCING ACTIVITIES
C00100	Decrease in short-term borrowings		(	1,000	)	(	1,253,000	)
C00500	(Decrease) Increase in short-term bills
	payable			-		(	199,981	)
C01200	Proceeds from issuance of bond			-			1,995,630
C01300	Repayments of bonds		(	1,000,000	)		-
							(Continued)

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C o d e C01600 Proceeds from mid- to long-term borrowings C01700 Repayments of mid- to long-term borrowings ( C03000 Increase the deposits received C04020 Repayments of the principal portion of lease liabilities ( C04500 Decrease in dividends payable ( C05400 Acquisition of the stock right of the subsidiaries ( CCCC Net cash (used)generated from financing activities ( EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	Year 2020 Year 2019 5,200,000 $ 4,450,000 4,850,000 ) ( 4,000,000 ) 186 532 30,752 ) ( 29,784 ) 594,382 ) ( 356,629 ) 349 ) - 1,276,297 ) 606,768 180,645 ( $ 978,208 ) 811,321 1,789,529 991,966 $ 811,321
	$ $

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Matters for Ratification and Discussion: Proposal 2

Proposed by the Board

To ratify 2020 earnings distribution.

Description ： 1. In 2020, the net profit was NT$ 2,334,608,756. After appropriating NT$ 233,460,876 as the legal reserve, the distributable net profit of 2020 is NT$ 2,101,147,880. By the end of 2020, the accumulated distributable earnings is NT$ 5,778,933,420 and will be distributed cash dividend NT$ 1,188,763,500, i.e. NT$1 per share.

The unappropriated earnings after distribution will be NT$ 4,590,169,920.

1. Please refer to p. 34, “Profit Distribution Table”, for details.

2. According to this proposal, the profit of 2020 will first be distributed, and the insufficiency will be distributed from the profit of previous years.

3. The cash dividends allocated to each shareholder shall be rounded down to a whole

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dollar amount of New Taiwan Dollars, and the total amount of allocation will be subject to the actual amount allocated.

1. Please authorize the Chairman to set a target date for the distribution of cash dividends after the adoption of this proposal.

Resolution:

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USI Corporation

2020 Profit Distribution Table

Net profit before tax of 2020 Less: Income tax Net profit of 2020 Less: Measuring the losses of equity instruments by fair value through other comprehensive gains and losses Less: Retained earnings adjusted for investments made under the equity method Add: Retained earnings adjusted for the defined benefit plan after re-measurement Earnings after tax of 2020 Less: Legal reserve Distributable net profit of 2020 Add:Beginning unappropriated earnings	expressed in NTD 2,560,321,660 (150,543,969 ) 2,409,777,691 (78,077,796 ) (65,181 ) 2,974,042 2,334,608,756 (233,460,876 ) 2,101,147,880 3,271,853,704 405,931,836 5,778,933,420 1,188,763,500 1,188,763,500 4,590,169,920
Add:Special reserve reversal appropriated by law
Accumulated distributable earnings at the end of 2020 Distributable items: (total issued shares: 1,188,763,500) Cash dividend: 1/share Total of distributable items Unappropriated earnings at the end of 2020 transferred to the next year Chairperson: Yi-Gui Wu President: Ke-shun Wang Chief Accounting Officer: Chuan-Hua Kuo

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Matters for Ratification and Discussion:

Proposal 3

Proposed by the Board

To approve the amendment to the “Parliamentary Rules for Shareholders’ Meetings”.

Description ： 1. Part of the “Parliamentary Rules for Shareholders’ Meetings” is amended for reference to the revised sample template for “XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” based on the announcement of the Taiwan Stock Exchange and for the purpose of cooperating with the Company’s current practice.

1. The amendment to the “Parliamentary Rules for Shareholders’ Meetings” is shown in the next page.

Resolution ：

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USI Corporation

The Amendment to the “Parliamentary Rules for Shareholders’

Meetings”

After amendment Before amendment Article 3 (Convening shareholders meetings and Article 3 (Convening shareholders meetings and shareholders meeting notices) shareholders meeting notices) (omitted) (omitted) Election or dismissal of directors, amendments to Election or dismissal of directors, amendments the articles of incorporation, reduction of capital, to the articles of incorporation, reduction of application for the approval of ceasing its status capital, application for the approval of ceasing as a public company, approval of competing with its status as a public company, approval of the company by directors, surplus profit competing with the company by directors, distributed in the form of new shares, reserve surplus profit distributed in the form of new distributed in the form of new shares, dissolution, shares, reserve distributed in the form of new merger, or demerger of the corporation, any shares, dissolution, merger, or demerger of the matter under Article 185, paragraph 1 of the corporation, or any matter under Article 185, Company Act, Articles 26-1 and 43-6 of the paragraph 1 of the Company Act shall be Securities Exchange Act and Articles 56-1 and itemized in the subjects to be described and the 60-2 of Regulations Governing the Offering and essential contents shall be explained in the notice Issuance of Securities by Securities Issuers shall to convene the shareholders meeting. None of be itemized in the subjects to be described and the the above matters may be raised by an essential contents shall be explained in the notice extraordinary motion. The essential contents to convene the shareholders meeting. None of the may be posted on the website designated by the above matters may be raised by an extraordinary competent authority in charge of securities motion. affairs or the company, and such website shall be (omitted) indicated in the above notice. (omitted) Article 9 Article 9 (omitted) (omitted) The chair shall call the meeting to order at the The chair shall call the meeting to order at the appointed meeting time, and announce relevant , and announce relevant appointed meeting time. However, when the information of the number of non-voting shares -voting shares voting shares attending shareholders do not represent a and the number of shares in attendance, etc. majority of the total number of issued shares, the However, when the attending shareholders do not chair may announce a postponement, provided represent a majority of the total number of issued that no more than two such postponements, for a shares, the chair may announce a postponement, combined total of no more than 1 hour, may be provided that no more than two such made. If the quorum is not met after two postponements, for a combined total of no more postponements and the attending shareholders than 1 hour, may be made. If the quorum is not still represent less than one third of the total met after two postponements and the attending number of issued shares, the chair shall declare shareholders still represent less than one third of the meeting adjourned. the total number of issued shares, the chair shall (omitted)

Article 9 (omitted) The chair shall call the meeting to order at the appointed meeting time, and announce relevant , and announce relevant information of the number of non-voting shares -voting shares voting shares and the number of shares in attendance, etc. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (omitted)

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Article 11(Shareholder speech) (omitted) Report Items and matters unrelated to the proposals will not be put into discussion or vote.Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed3minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. (omitted)	Article 11(Shareholder speech) (omitted) Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed5minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. (omitted)
Article 14 (Election) The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the names not-elected as directors and the number	Article 14 (Election) The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. (omitted)
of votes obtained. (omitted)

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Matters for Ratification and Discussion:

Proposal 4

Proposed by the Board

To approve the permission of director for competitive actions. Description ： 1. Referring to Article 209 of the Company Act,

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

1. Directors of the Company engage in business within the scope of business of the Company are tabulated below. Without harming the interest of the Company, it is proposed to allow their act in

accordance with the Com an Act. p y

Name of Directors	Concurrent Employers	Title
Independent Director Tyzz-Jiun Duh	Shinfox Energy Co.,Ltd.	Director
Independent Director Ying-Jun Hai	Taiwan Semiconductor Manufacturing Company Limited	Independent Director
Ke-Shun Wang (Representative of Taita Chemical Company, Limited)	Golden Amber Enterprises Ltd.、APC (BVI) Holding Co., Ltd.、ACME Electronics (Kunshan) Co., Ltd.、Fujian Gulei Petrochemical Co.,Ltd.	Director

Resolution ：

 - 38 -

III. Extemporary Motions

IV. Meeting Adjournment

 - 39 -

Appendix 1

Parliamentary Rules for Shareholders’ Meetings

of USI Corporation (before amendment)

Amended on June 12, 2020

Article 1

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

Article 2

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

Article 3

(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

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

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

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the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Ac shall be itemized in the subjects to be described and the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

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

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission in writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days.

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

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

Article 4

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

A shareholder may issue only one proxy form and appoint only one proxy for any given

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shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

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

Article 6

(Preparation of documents such as the attendance book)

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

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

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

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

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

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

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Article 7

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

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

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

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

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

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

Article 8

(Documentation of a shareholders meeting by audio or video)

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

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

Article 9

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

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a

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combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

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

shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

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

Article 10

(Discussion of proposals)

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

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11

(Shareholder speech)

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be

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deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12

(Calculation of voting shares and recusal system)

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

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

Article 13

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

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived

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his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

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

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

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

Article 14

(Election)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be

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announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

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

Article 15

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

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

Article 16

(Public disclosure)

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

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

Article 17

(Maintaining order at the meeting place)

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

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

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other

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than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

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

Article 18

(Recess and resumption of a shareholders meeting)

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

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

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

Article 19

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

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

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Appendix 2

Articles of Incorporation of USI Corporation

Section 1. General Provisions

Article 1: The Company is incorporated under the Company Act of the Republic of China and named “ 台灣聚合化學品股份有限公司 ” and “USI Corporation” in English.

• Article 2: The scope of the Company’s business is specified as follows:

• Manufacturing, processing and sale of PE plastic raw materials (including ethylene-vinyl acetate copolymer resins).

• Manufacturing, processing and sale of PE plastic products (including products of ethylene-vinyl acetate copolymer).

• Manufacturing, processing and sale of catalyst and related chemicals required by the plastic industry.

• R&D of technology related to the plastic industry, and acquisition, sale and license of know-how and patent right thereof.

• Design, manufacturing, processing and sale of plastic processing equipment.

• General import/export businesses (other than those requiring special approval).

• ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.

Article 3: The Company’s head office is situated in Kaohsiung City, Taiwan, the R.O.C., and, when necessary, may set up branches locally or overseas considered by the Company as necessary or adequate for promoting its business.

Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Section 2. Capital

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• Article 5: The total capital stock of the Company shall be in the amount of NT$13,426,023,650, divided into 1,342,602,365 shares, at a par value of NT$10 per share, and may be issued in installments.

• Article 6: The Company’s share certificates shall be affixed with the signatures or personal seals of three or more directors of the Company, be assigned with serial numbers, indicate particulars referred to in Article 162 of the Company Act, and be issued upon the competent authority’s approval of the registration of incorporation and certification pursuant to the Company Act. For the shares to be issued to the public by the Company, the Company may be exempted from printing any share certificate for the shares issued.

• Article 7: The share certificates of the Company shall be registered and state each shareholder’s real name. Where there are two (2) persons or more that own the same share or shares, such co-owners shall select one of them to act on behalf of them.

• Article 8: Where it is necessary for the Company to re-issue new share certificates upon transfer of ownership or loss of or damage to the share certificates, the Company may collect sufficient printing costs or adequate stamp duty expenses.

• Article 9: The transfer of shares shall not be registered within 60 days prior to the convening date of a general shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within five (5) days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Section 3. Shareholders’ Meeting

• Article 10: The Company’s shareholders’ meetings consist of the following:

• General shareholders’ meeting

• Special shareholders’ meeting

  • The general shareholder’s meeting shall be convened by the Board of Directors once a year and within six (6) months after close of

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each fiscal year pursuant to laws. In the case of important motions to be resolved, a special shareholders’ meeting may be convened by the Board of Directors upon resolution of the Board, or upon written request by shareholder(s) who has/have been continuously holding 3% or more of the total number of the issued shares of the Company over one (1) year. The general shareholders’ meeting and special shareholders’ meeting may be held within/outside the territories of the R.O.C.

• Article 11: Convening of a general shareholders’ meeting shall be notified thirty (30) days ago, and convening of a special shareholders’ meeting to be notified fifteen (15) days ago. The causes of meeting shall be indicated in the notice pursuant to the Company Act or other laws.

• Article 12: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the shareholders present, who represent more than a majority of the total issued shares.The voting power at a shareholders' meeting of the Company may be exercised by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of electronic transmission shall be deemed to have attended said shareholders' meeting in person. The related matters shall be implemented in accordance with laws.

• Article 13: When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-thirds or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders, and a shareholders’ meeting shall be reconvened within one (1) month. In said shareholders’ meeting, if the tentative resolution is again adopted by a majority of those present who represent one-thirds or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding Article, unless otherwise provided in the Company Act.

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• Article 14: Unless no voting right or restricted voting right required under laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote.

• Article 15: Where any shareholder fails to attend a shareholders’ meeting, he/she may appoint a proxy to attend the meeting on behalf of him/her pursuant to the Company Act and exercise power on behalf of him/her. The proxy is not limited to the Company’s shareholder.

• Article 16: Unless otherwise provided in the Company Act, a shareholders’ meeting shall be convened by the Board of Directors , and chaired by the Company’s Chairman of Board. Where the Chairman is absent, the Chairman shall appoint a proxy to act on behalf of him/her pursuant to Article 208 of the Company Act.

• Article 17: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be, together with the shareholders’ attendance book and proxy letter, if any, retained at the Company.

Section 4. Directors and Audit Committee

• Article 18: A candidates nomination system shall be adopted by the Company for election of independent directors and non-independent directors. The Company shall have 9~11 directors who shall be elected by the shareholders' meeting from among the name list of candidates. The total shares of the Company’s registered share certificates held by the whole directors shall be no less than the proportion prescribed by the competent securities authority.

• Article 18-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.

• The professional qualifications, shares held, restrictions on concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors

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shall be governed by the competent securities authority’s related regulations.

• Article 18-2: The Company shall establish an Audit Committee pursuant to the Securities and Exchange Act, which shall consist of all independent directors of the Company. The Audit Committee or the committee members shall be responsible for exercising a supervisor’s power prescribed by the Company Act, Securities and Exchange Act, and other related laws.

• Article 18-3: The Company’s Board of Directors may establish other functional committees. The articles of association thereof shall be established by the Board of Directors.

• Article 19: Directors shall hold the position for three (3) years and may be reelectable.

• Article 19-1: The amounts of remuneration to directors shall be determined by the shareholders' meeting based on the rate prevailing in fellow companies and the directors’ participation in and contribution to the Company’s operation, regardless of whether or not the Company operates of profit.

Article 20: Functions of the Board of Directors:

1. Research and draft the business policy;

2. Review important regulations and contracts;

3. Appoint and dismiss managers;

4. Set up and terminate branches;

5. Review budget and final accounts;

6. Propose the motion for amendments to articles of incorporation, change of capital and dissolution or merger of the Company at a shareholders’ meeting;

7. Propose the motion for allocation of earnings or covering of loss at a shareholders’ meeting;

8. Exercise the powers granted pursuant to laws, Articles of Incorporation and by a shareholders’ meeting.

Article 21: The Chairman of the Board shall be elected among the directors present at a directors’ meeting by a majority vote of the directors present the meeting attended by two-thirds or more of the directors.

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• Article 22: The Chairman has the power to act on behalf of the Company and control the Company’s important business with power, whose power is only restricted by laws, articles of incorporation, and resolution made by a shareholders’ meeting or directors’ meeting.

• Article 23: Directors’ meetings shall be convened by the Chairman, except for the first meeting of each term of the Board of Directors which shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. The convener shall notify each director of the date & place of the meeting as well as the agenda within seven (7) days prior to the meeting. Any director may waive the right to receive the notice in writing after or before the meeting. A directors’ meetings may be held within/outside the territories of the R.O.C.

• A directors’ meeting may be convened in writing or by electronic transmission.

• Article 24: If a directors’ meeting is convened by the Chairman, the meeting shall be chaired by the Chairman. Where the Chairman is absent, the Chairman shall appoint a proxy to act on behalf of him/her.

• Article 25: A directors’ meeting shall not start, unless it is attended by a majority of directors. Resolutions at a directors’ meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the directors present.

• Article 26: A director may authorize another director in writing to attend the directors’ meeting on behalf of him/her and exercise the voting right on behalf of him/her pursuant to laws, provided that a director may accept the appointment to act as the proxy of one other director only.

• Article 27: Directors shall exercise their powers per the resolution adopted by a directors’ meeting.

• Article 28: (Deleted)

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• Article 29: (Deleted)

• Article 30: The Board of Directors has set up a Secretariat of the Board dedicated to handling the affairs related to the Board of Directors.

Section 5. Personnel

• Article 31: Job title, appointment, discharge and remuneration of the Company’s managerial personnel, if any, shall be decided by a majority of the directors present at a meeting attended by a majority of the whole directors.

• Article 32: The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.

• Article 32-1: The Company may purchase liability insurance against the damages to be borne by directors and officers with respect to the scope of business carried out by them during their term of office.

Section 6. Financial Report

• Article 33: The Company’s fiscal year shall commence from January 1 until December 31 of each year. The Board of Directors shall prepare the following reports at the end of each fiscal year and send them to the general shareholders’ meeting for recognition:

• Business report;

• Financial statements;

• Motion for allocation of earnings or covering of loss.

• Article 34: If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.

Said compensation to employees may be allocated in the form of

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shares or in cash, including the employees of the Company’s subsidiaries meeting certain specific requirements entitled to receive shares or cash. The specific requirements shall be defined by the Board of Directors.

If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business.

As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.

Article 35: The Company’s total investment in other companies may be exempted from the restriction for no more than 40% of the paid-in capital prescribed by the Company Act.

The Company may make endorsement/guarantee externally due to the Company’s business needs or investment needs. The endorsement/guarantee shall be signed by the Chairman on behalf of the Company and comply with the Company’s operating procedure for making endorsement/guarantee.

Section 7. Bylaw

Article 36: The Company’s articles of association and enforcement rules thereof shall be established separately.

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• Article 37: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.

• Article 38: The Articles of Incorporation was established on May 15, 1965. (following content omitted) 49[th] amendments hereto were made on June 12, 2019.

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

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Appendix 3

USI Corporation

Stake of Directors

	Stake of Directors
Title	Name	Stake
Chairperson	Yi-Gui Wu (Representative of Shing Lee Enterprise (Hong Kong) Limited Ltd.)	173,776,546
Director	Jing-sho Yu (Representative of Asia Polymer Corporation)	101,355,673
Director	Zhe-Yi Gao (Representative of Asia Polymer Corporation)
Director	Guang-Zhe Huang (Representative of Taita Chemical Company,Limited)	15,109,901
Director	Ke-Shun Wang (Representative of Taita Chemical Company,Limited)
Director	Hong-TingWu (Representative of Shing Lee Enterprise (HongKong)LimitedLtd.)	173,776,546
Independent Director	Chong Chen	0
Independent Director	Tyzz-Jiun Duh	0
Independent Director	Ying-Jun Hai	0
Total Stake of Directors		290,242,120
Stake byLaw of Directors		32,000,000

1. The total issued shares of USI are 1,188,763,500 shares.

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Appendix 4

The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE: No estimates should be disclosed as no finaincal forecast was made for 2021.

Performance, EPS, and ROE:No estimates nofinaincal forecast wasmadefor2021.	Performance, EPS, and ROE:No estimates nofinaincal forecast wasmadefor2021.	Performance, EPS, and ROE:No estimates nofinaincal forecast wasmadefor2021.	should be disclosed a
Year Item			2021 (Estimates)
Beginning paid-in capital			NT$11,887,635,000
Stock dividend of the year (Note 1)	Cash dividendper share		NT$1
	Stock dividend per share for capitalization with earnings.		0 share
	Stock dividend per share for capitalization with capital reserve.		0 share
Impact on business performance	Operatingincome		N/A (Note 2)
	Rate of increase (decrease) of operating income YOY
	Netprofit after tax
	Rate of increase (decrease) of net profit after tax YOY
	EPS
	Rate of increase (decrease) of EPS YOY
	Average ROI (reciprocal of average price- earnings ratio(PER)
Proposed EPS and PER	If issuing dividends in cash for capitalization with earnings	Proposed EPS
		Proposed annual average ROI
	If no capitalization with legal reserve	Proposed EPS
		Proposed annual average ROI
	If issuing dividends in cash for capitalization with earnings without capitalization with legal reserve	Proposed EPS
		Proposed annual average ROI

Note 1: Dividend distribution for 2020 is shown according to the profit distribution proposal resolved by the Board on March 8, 2021.

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

1. The company shall present all basic assumptions for estimates or proposed data.

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1. Proposed EPS for issuing dividends in cash for capitalization with earnings.

2. = [Net profit after tax – Imputed interest for cash dividends x (1 – Tax rate)] ÷ [Total Issued Shares by End of Year – Number of Shares with Dividends]*

3. Imputed interest for cash dividends* = Amount of capitalization with earnings x General interest rate for one-year loan

4. Number of Shares with Dividends**: The number of shares increased from the stock dividends in the previous year.

5. Annual PER: Annual Average Market Price Per Share ÷ EPA in the Annual Financial Statement

Chairman: Manager: Case Officer:

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Appendix 5

Description of shareholders proposals:

1. Referring to Article 172-1 of the Company Act:

2. “Shareholder(s) holding one per cent (1%) or more of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of shareholders, provided that only one matter shall be allowed in each single proposal of not more than 300 words.”

3. The acceptance period of proposals from shareholders for the 2021AGM is from April 4, 2021 to April 14, 2021. All proposals were disclosed on the Market Observation Post System by law on March 23, 2021.

4. No proposal from shareholder was received during the said period.

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