minutes of 2020 annual general meeting of shareholders of ...2) it is proposed to allocate...

Minutes of 2020 Annual General Meeting of Shareholders- 1 -

Minutes of 2020 Annual General Meeting of Shareholders ofCTCI Corporation

(Translation)

(This document is prepared in accordance with the Chinese version and is for reference only.In the event of any inconsistency between the English version and the Chinese version, theChinese version shall prevail.)

Time and Date of Meeting: 9:00 a.m., Thursday, May 28, 2020Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei,

International Conference Hall , Mellow Fields Hotel

Total outstanding shares of CTCI (excluding the shares without voting right asstipulated in Article 179 of the Company Act): 762,063,156 sharesTotal shares represented by shareholders present: 563,739,031 sharesPercentage of shares held by shareholders present: 73.97 %Attendees:

Michael Yang (Vice Chairman & President),Jack Huang(Independent Director, the Convener of Audit Committee),Yen-Shiang Shih(Independent Director),Frank Fan (Independent Director),Wenent Pan (Director),Paul Chen (Director),Eric Tsai (Attorney-at-law),Yi-Fan Lin (CPA)

Chairman: John Yu, the Chairman of the Board of DirectorsRecorder: Karen Cheng

The number of the shareholders present constituted a quorum. The Chairmancalled the meeting to order.

Chairman's Address (Omitted)


1. Report Items(1) Business Report of 2019. (Please refer to Attachment 1)(2) Audit Committee’s Review Report of 2019.

(Please refer to Attachment 5)(3) The Directors’ and Employees’ Remuneration of 2019.

(Please refer to Attachment 6)(4) As at 31/12/2019, the aggregate amount of guarantees provided by the

Company was TWD 47,021.880 million and the highest amount for asingle enterprise was TWD 11,815.669 million which are all under itsrespective ceiling. (Please refer to Attachment 7)

(5) Report on the issuance of unsecured ordinary corporate bonds.(Please refer to Attachment 8)

(6) Report on the amendments to the ”CTCI Group Ethical CorporateManagement Best Practice Principles” (Please refer to Attachment 9)

2. Ratification Items(1) To ratify 2019 Business Report and Financial Statements.

(Proposed by the Board of Directors)Explanatory Notes:

The Company’s 2019 Financial Statements (including 2019 consolidatedfinancial statements and 2019 parent company only financialstatements) were audited and certified by Mr. Yi-Fan Lin and Ms. Shu-Chiung Chang, the CPA of PricewaterhouseCoopers.The above-mentioned documents subsequently examined by AuditCommittee pursuant to Article 228 of the Company Act. The BusinessReport and Financial Statements are hereby submitted for ratification.(Please refer to Attachment 1-3)

Voting Results: Shares represented at the time of voting: 563,734,360

Voting Results* % of the total representedshare present

Votes in favor: 527,955,919 votes(326,672,651 votes) 93.65%

Votes against: 241,642 votes(241,642 votes) 0.04%

Votes invalid: 0 vote 0.00%Votes abstained: 35,536,799 votes

(27,538,957 votes) 6.30%

*including votes casted electronically (numbers in brackets)


RESOLVED, that 2019 Business Report and Financial Statements be andhereby were ratified as submitted.

(2) To ratify the Company’s distribution of 2019 earnings.(Proposed by the Board of Directors)Explanatory Notes:1) The Table for 2019 Earnings Distribution is compiled as follows in

accordance with the Company Act and Articles of Incorporation (Pleaserefer to Attachment 4) and has been approved by the Audit Committeeand Board of Directors of the Company.

2) It is proposed to allocate shareholders' cash dividends of TWD946,401,753 (TWD 1.24 per share based on common shares outstanding763,319,546 shares at the end of February, 2020). Upon the approval ofthe Annual General Meeting of shareholders, it is proposed that theChairman of the Company will be authorized to determine the recorddate to distribute the cash dividend and other relevant issues.

3) In case that the total common shares outstanding may change and theultimate cash to be distributed to each common share may need to beadjusted, it is proposed that the Chairman of the Company will beauthorized to do adjustment.

4) The distribution of cash dividends will be calculated to new Taiwandollar and round it to the nearest dollar. It is proposed that anydifference will be booked as the other income or expense of theCompany.






(26,859,495 votes) 6.18%


RESOLVED, that the Company’s distribution of 2019 earnings be andhereby was ratified as submitted.


3. Discussion Items(I)(1) To approve the cash distribution from legal reserve.

(Proposed by the Board of Directors)Explanatory Notes:1) Pursuant to Article 241 of the Company Act, where a company incurs no

loss, it may, distribute its legal reserve by issuing new shares which shallbe distributable as dividend shares to its original shareholders inproportion to the number of shares being held by each of them or bycash. Where legal reserve is distributed by issuing new shares or by cash,only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.

2) It is proposed to make TWD 580,237,339 cash distribution ofaccumulated legal reserve which exceeds 25 percent of the paid-incapital (TWD 0.76 per share based on common shares outstanding763,319,546 shares at the end of February, 2020).

3) It is proposed that the Chairman of the Company will be authorized toset the record date for the cash distribution from legal reserve.

4) In case that the total common shares outstanding may change and theultimate cash to be distributed to each common share may need to beadjusted, it is proposed that the Chairman of the Company will beauthorized to do adjustment.

5) The cash distribution from legal reserve will be calculated to new Taiwandollar and round it to the nearest dollar. It is proposed that anydifference will be booked as the other income or expense of theCompany.



Votes in favor: 525,270,954votes(323,987,686 votes) 93.17%



(30,235,495 votes) 6.78%


RESOLVED, that the above proposal be and hereby was approved asproposed.


(2) To approve the amendment to the Company's “Articles of Incorporation”.(Proposed by the Board of Directors)Explanatory Notes:

Please refer to Attachment 10 for the comparison table between theexisting provisions and amendments of the “Articles of Incorporation”.






(30,234,266 votes) 6.78%



4. Election Items(1) Election of the Company’s 15th term Directors.

(Proposed by the Board of Directors)Explanatory Notes:1) The 14th term of the office of Directors will expire on June 27, 2020. To

accommodate the shareholders meeting, it is proposed that the term ofoffice of incumbent directors be early until the time new directors havebeen elected and assumed their office.

2) Pursuant to Article 22 of the “Articles of Incorporation”, it is proposedto elect 12 directors (including 4 independent directors) for the 15th

term with tenure from May 28, 2020 to May 27, 2023.3) The election is in accordance with “Rules Governing the Election of

Directors” of the Company.4) Pursuant to the “Articles of Incorporation” of the Company, the

Directors shall be elected from among the nominees listed in the rosterof director candidates. Please refer to Attachment 11 for the relevantinformation of candidates.


Result of the Election: Twelve directors (including four independentdirectors) were elected by the shareholders present. The list of the newlyelected directors with votes received follows:

Title Holder No. / ID Name Votes Received

Director 45509John T. Yu

(Rep. of CTCI DevelopmentCorporation)

461,883,692

Director 45509Michael Yang

(Rep. of CTCI DevelopmentCorporation)

433,803,660

Director 4 Paul Chen(Rep. of CTCI Foundation) 410,674,346

Director A10310**** Quintin Wu 410,356,259

Director 80690

An-Ping Chang(Rep. of

Taiwan CementCorporation)

409,953,291

Director J10029**** Wenent Pan 409,458,610Director A12646**** Johnny Shih 408,786,111Director D10070**** Yancey Hai 408,326,067IndependentDirector A10032**** Jack Huang 400,631,456

IndependentDirector B10048**** Yen-Shiang Shih 399,906,008

IndependentDirector H10212**** Frank Fan 399,394,686

IndependentDirector Q20004**** Yi-Fang Chen 397,753,154


5. Discussion Items(II)(1) To approve the lifting of newly-elected directors of non-competition

restrictions (Proposed by the Board of Directors)Explanatory Notes:1) Pursuant to Article 209 of the Company Act, a director who is involved,

for his owned purpose or on behalf of third party, with activities relatedto the Company’s scope of business, shall explain such issue to theshareholders meeting and obtain consent accordingly.

2) It is proposed to submit to the 2020 Annual General Meeting forapproval on the lifting of newly-elected directors of non-competitionrestrictions. Please refer to Attachment 12 for the relevant information.






(38,317,884votes) 8.21%



6. Special Motion(s) :Shareholders' account No.140186 expressed her concern about the transferconditions of the Employee Stock Ownership Trust, the U.S. market and theOperational status.

After responding to each comment, and seeing no other provisional motions,the Chairman announced that the meeting be adjourned.

7. Meeting Adjourned: 9:47 a.m.In the minutes of this shareholders’ meeting, only the essential points of theproceedings are recorded; for the content and procedures of the meeting,meeting video and audio shall prevail.


Attachment 1CTCI CORPORATION

Business Report of 2019

For the period from 1 Jan. to 31 Dec., 2019

1. Business performance:

Sales revenue for the year 2019 was TWD28,430.333 million, consolidated sales

revenue was TWD58,211.022 million and the net profit after tax was TWD1,177.011

million.

A) Sales Revenue and profit： (Unit: TWD thousands)

Consolidated sales revenue for 2019 58,211,022

Consolidated sales revenue for 2018 64,069,542

Decreased from 2018 to 2019 5,858,520

Declining rate 9.14%

Sales revenue for 2019 28,430,333

Sales revenue for 2018 35,684,680

Decreased from 2018 to 2019 7,254,347


Net profit after tax for 2019 1,177,011

Net profit after tax for 2018 1,827,537

Decreased from 2018 to 2019 650,526


B) Breakdown of sales revenue: (Unit: TWD thousands)

Hydrocarbon 17,044,462

Non-Hydrocarbon 11,385,871

Total 28,430,333


2. Performance review:

A) New contracts:

The total contract value (including LOI) awarded to CTCI group amounted to

TWD46,331.678 million.

B) Contracts classified by Services: (Unit: TWD thousands)

Construction 24,290,196 52.43%

Procurement 15,248,448 32.91%

Engineering Design 2,118,043 4.57%

Project Management (2,307,932) (4.98%)

Others 6,982,923 15.07%

Total 46,331,678 100.00%

C) Contracts classified by Business Lines: (Unit: TWD thousands)

Hydrocarbon 24,151,052 52.13%

Non-Hydrocarbon 22,180,626 47.87%

Total 46,331,678 100.00%

D) Primary businesses:

2019 Awarded Project List1) SESODA SOP Revamping Project, EPsCm2) GE Datan #8,9 Civil Architect Engineering Work, E3) GE Chia Hui Mech, E&I and Piping Installation Packages, C

4) BASF EGSA Expansion Project, FEED5) CGTDC Petrochemical Tank Farm Project, EPC

6) DSM Coating Resins (Sleeping Beauty) Project, Feasibility Study7) DSM Coating Resins (Sleeping Beauty) Project, Conceptual/Basic Design and PsCm8) SABIC Singapore Project, EPC

9) CCET Carbon Black Project, EPC10) QAPCO EP1 Machines Replacement Project, EPCC11) FG LA LLC Sunshine Olefin Cracker Project, FEED

12) FG LA LLC Sunshine EO/EG Project, FEED13) FG LA LLC Sunshine PTA PDH Project, FEED

14) GLPC SM Project, EPC15) Chimei ABS Project, EPC16) GPPC PP/PDH Project, Pre-F/S

17) TSRC SIS Project, BDE


3. 2020 Business Prospects:

n HBO

Due to the low economic growth in 2019, many of the expected new investments have

been postponed to various extent, and a significant number of owners worldwide have

turned their focus to expanding or upgrading their existing plants. However, in 2020, as the

domestic demand continues to rise in countries such as India and Indonesia, we expect to

have more opportunities in petrochemical field in 2020 compared to 2019.

1. Southeast Asia (including India):

With the benefit of high demographic dividend area in Southeast Asia and India, the

demand of petrochemical for the people's livelihood is still strong. Though influenced

by fluctuation of oil price and China–United States trade war, the public and private

sectors are relatively conservative. However, as per the global environmental awareness

and the requirement of carbon emission reduction, major oil companies are devoting

to upgrade for oil product or Crude Oil to Chemical (COTC), and also LNG Terminals to

feed for rising requirement of gas-fired power plants. On the other hand, Taiwanese

investors are aggressive to setup their new plants in Indonesia, India, Thailand, Vietnam

and Malaysia in order to align with Government’s New Southbound Policy. CTCI, with

long term experience in these regions, became the most reliable partner with the

Taiwanese investors.

Indonesia: Pertamina will continue the implementation of its refineries’ expansion

projects. The market also attracts international oil companies including Taiwanese

companies to organize investment together with Pertamina. It is expected to initiate

tender process within these two years.

Vietnam: following Government policy to promote gas-fired power plant, National

power company EVN is planning to build multiple gas-fired power plants instead of coal-

fired power plant. National natural gas supplier, PVGAS is also planning to build LNG

receiving terminals to meet the high demand of natural gas. After the implementation

of Thi Vai LNG Terminal Project, the other planned Terminals are expected to call for

tender soon.


Thailand: The oil refining and petrochemical industries have been well developed and

constructed in Thailand, the public sector companies under PTT Group are mostly

focusing on oil product improvement, feedstock flexibility increase and aromatic

expansion.

Malaysia: Petronas Chemical Group, Petronas Petrochemical investment arm, has set its

target to increase 25% of current production after 2020. Considering the shrinking

market of oil product, multiple COTC mega project is under planning.

India: India, with high demand of oil and gas in domestic market, is less affected by

fluctuation of global oil price. Major players in the industries have continued their

investment plan to increase their oil and petrochemical production instead of

importation. International oil company also eager to collaborate with local companies

for mega projects considering attractive local demand.

Philippines: the investment is majorly by private sector. The expansion project of

petrochemical plant will be released within two years.

Bangladesh: though Bangladesh owns plenty of gas resource, considering overall nature

gas inventory and Government energy policy, the public sector, Petrobengla,

aggressively promote the establishment of LNG Terminals. It is expected for tender

process within two years.

2. Middle East and North Africa:

Looking back on 2019, the ongoing China-US trade war affected the market confidence;

coupled with frequent politics conflicts and the destruction of oil fields, affecting the

supply and demand of crude oil, and further impact in oil prices acutely, and making it

difficult for the price of petrochemical products. The short-term high oil prices caused

by the US-Iraq conflict, OPEC’s reduction, US shale oil production, global trade and

economic prospects will still be the main influencing factors. The situation in the Middle

East was still tense, resulting in a strong rise in oil prices. Looking forward to 2020, if

geopolitical risks still increase in the Middle East, crude oil prices are expected to rise.

Following the rise of the U.S. on shale oil production, global supply is excess slightly.

Structural changes in the crude oil market are bringing changes to politics and

diplomacy. Judging from the production levels of the three major oil-producing

countries in the world, Saudi Arabia’s output has generally decreased due to continued

implementation of the production reduction agreement. The Middle East is still focusing

on the development of stabilization of oil prices and is committed to the development

of downstream petrochemical products and LNG expansion.


In addition, the outbreak of the new Novel Coronavirus (2019 n-Cov) in Wuhan at the

end of 2019. The epidemic will continue to spread throughout the world in 2020, which

will seriously affect the global economic development. Relevant petrochemical

investment expansion or improvement plans will be affected as well. If the epidemic

cannot be controlled smoothly, the development of demand for upstream and

downstream products will tend to be conservative and even delayed in GCC countries

of Middle East.

The Saudi Arabia’s government is working to reduce expenditures and reduce fiscal

deficits. It plans to reach the target of fiscal balance by 2023, and the IPO of Saudi

Aramco in 2019 will utilize the huge funds raised to reduce the economy pressure. The

2020 annual budget focus on the Vision Plan on 2030, On-going private sector plan,

Implementation on Large-scale project and a vision realization plan. This will greatly

increase efficiency, with the end of many large-scale CAPEX (capital expenditure)

infrastructure projects and an increase in public-private partnership projects, thereby

reducing government spending requirements. After the consolidation of SABIC /

Aramco in Saudi Arabia, the relevant petrochemical plant will be focused on revamping

projects.

Qatar withdrew from OPEC in early of 2019. Qatar has changed its development

strategy in the future and will continue to focus on LNG expansion and mining plans in

2020. Although it has no influence on crude oil production, Qatar plays a pivotal role in

the LNG market. Qatar Petroleum (QP) has planned to expand production of North Field

from 77 MMTPA to 130 MMTPA. As a result, the downstream petrochemical industries

has obtained a large number of raw materials, and the relevant production increase

plans can be launched afterward, which is expected to strengthen the development of

the downstream petrochemical industries.

Kuwait is a member of the GCC. At this moment, GCC is accelerating on the progress on

the Gulf Common Market and Single Currency. In the meantime, it is also stepping up

negotiations on free trade agreements (FTA) with major world economies such as the

United States, the European Union and China. In addition, due to Al-Zour refinery will

be completed in 2020, the relevant refinery and petrochemical integrated development

plans will be launched sequentially. Kuwait's naphtha-oriented raw materials and

economies of scale allow it to be more immune to the challenges from Asian markets

that are oversupplied than other Arab Gulf countries. Regarding to Kuwait’s

petrochemical industry’s main market is Asia, and the decline in the global market will

affect strategic decisions in this region.


Oman is still focusing on the development plan of the Duqm Special Economic Zone and

the development of high value-added products. In addition, in order to reduce

dependence on oil, the Omani government expects the economy to diversify beyond

petroleum products, of which LNG development will be one of the future development

projects. By 2022, another US 11 billion will be commenced to 16 new plans to expand

exploration of oil and gas.

In North Africa, the focus is still on building domestic oil and gas-related facilities, which

is slower than in other regions.

3. Americas:

Due to the construction of 2nd wave of ethane crackers and related downstream plants,

the markets will be facing an oversupply of ethylene. At this stage, most clients will

prefer to focus on reducing the overall CAPEX instead of meeting the original proposed

EPC schedule. At the same time, the spread of Coronavirus caused a huge impact on the

fuel consumption in public transportation, including land, sea and air transportations.

In this connection, refinery plants will devote more efforts on the expansions projects

and existing plant maintenance while new grass-root project investments will be

significantly reduced. For the development of US market, CTCI will face challenges and

competition from local American EPC companies and other international EPC firms from

Europe, Japan and China such as Wison.

4. Taiwan:

Domestic petrochemical firms enhance its connection, cooperation and exchanges

between Taiwan and 18 countries in Southeast Asia, South Asia and Australasia

according to the New Southbound Policy by the Government of Taiwan under President

Tsai Ing-wen. Therefore, the output value of domestic petrochemical industry is

expected to decrease from 1.65 trillion TWD in 2019 to 1.6 trillion TWD in 2020. Due to

fact that the Government of Taiwan emphasizes to achieve a nuclear-free homeland by

2025, environmental awareness has gained increased attention over the years, which

means more and more people go green. Under the circumstances, clean energy

transition goes inevitably. Fossil fuel to power in a traditional way is going to be replaced

by liquefied natural gas (LNG) to power, and it will lead to growing demand of LNG

supply without doubt. As a result, the LNG receiving terminal projects will be the target

business for CTCI certainly.


5. China:

In China, as the result from US-China phase 1 trade deal, robust domestic demand and

release of FDI constraint, major international players, ExxonMobil, BASF, SABIC, Aramco,

Lyondell Basell and Taiwanese investors are planning for huge refinery and

petrochemical complex in China. It is expected this wave of ethylene and downstream

construction will be completed for production by 2030. As the influence of the 2019

Novel Coronavirus (2019-nCoV) is more serious than expected, the impact of the

epidemic on the petrochemical industry and China's domestic demand must be

continuously observed. In sum of 2020, China petrochemical industry is expected to

increase about 4.5 ~ 5 %, with revenue and profit at the same level as 2019. The net

value will increase to 16 Trillion CNY as a whole.

6. CIS:

CIS Area is located as the key position of “one belt one road” development with their

rich oil and nature gas reserve. CTCI will utilize the platform of Cross-Strait CEO Summit

to form strategic alliance with Chinese Companies to explore business opportunities

with our most reliable international EPC experience and synergy of the partnership.


n IEPBO

1. Taiwan:

CTCI will continue to deeply cultivate the Taiwan market and to pursue the majorprojects under Taiwan Government Policy and Forward-looking InfrastructureDevelopment Program. Major opportunities will cover power generation, railtransportation, high-tech plants, air pollution control, sea water desalination and

water/wastewater treatment. TPC has planned several large-scale power plantrenewal/new projects in accordance with the long-term power development plan andincreasing power backup capacity. Attention will be paid to the retrofitting and new-built power plants as well as renewable energy including offshore wind power,geothermal energy and energy storage in Taiwan Area. CTCI will draft business strategieswith related technologies and resources, and actively pursue the suitable opportunities.

Through EPA’s Waste Management Multiple Solution Plan, the stringent emissionsregulations with total emissions quantity control, and the goal of our proactive effortsto reduce the emissions of endogenous PM2.5 and derivative PM2.5 sources, there willstill be new built and revamping opportunities for municipal and industrial waste toenergy plant, upgrading air pollution control system equipment of gas fired powerplants for improving the efficiency of pollution abatement, and for modification of

pollution control system in small and medium-sized commercial and industrial boilers.In addition, government will continuously issue the tenders for municipal wastewaterreclamation projects, CTCI shall continuously approach such opportunities.

2. Southeast Asia and South Asia:As the high regional economy and population grows in Southeast Asia and South Asia,the governments accelerate the infrastructure development and improvement and alsohave pressure to improve the living quality accordingly. In order to provide sufficientpower to demand, the power development plan includes large-scale power plants

planned by the governments, private power plants and cogeneration plants arecontinuing. In addition, there are many potential opportunities for LNG-to-PowerProject. In order to solve traffic congestion problem, the government’s plan to developseveral mass rapid transit route or extension routes. CTCI will keep watching the projectdevelopment and pursuing these business opportunities. Considering friendly to theenvironment and improve living quality, waste treatment plants are also needed. In this

regard, CTCI will proactively approach the opportunities by integrating our localresources and introducing our experiences in Taiwan to provide the localized &competitive service. Besides the markets CTCI already cultivated like Thailand, Malaysia,Vietnam and India, CTCI will also develop other potential markets such as Myanmar,Indonesia, Philippine and Bangladesh.


3. Middle East:

In Middle East market, there are many infrastructure opportunities such as powergeneration, rail transportation, general industrial facility, air pollution control, sea waterdesalination and water/wastewater treatment. However, it could be foreseen that thequalification requirement for tendering will be still strict for new comer since Europeanand American companies have already entered and localized in this region. In this regard,CTCI will still pursue any suitable market aggressively and introduce our success

TOHO/AMIC YNP Ti-sponge project for further approach though our marketing activities.

4. Mainland China:Steel plant air pollution emissions control project is the main target in China "13th Five-year Plan". CTCI will pursue the sinter plant flue gas De-NOx project based on CTCI’ssuccessful experience jointly with local subsidiary. Regarding waste management and

water business, there would be opportunities of hazardous waste incineration, waterand wastewater treatment plant. CTCI will proactively seek for the suitableopportunities for further approach.


Attachment 2


CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2019 December 31, 2018Assets Notes AMOUNT % AMOUNT %

Current assets

1100 Cash and cash equivalents 6(1) $ 20,767,581 30 $ 15,070,992 20

1110 Financial assets at fair valuethrough profit or loss - current

6(2)275,845 1 554,638 1

1120 Financial assets at fair valuethrough other comprehensiveincome - current

6(3)

464,943 1 500,327 1

1136 Financial assets at amortizedcost - current

6(4)277,164 - 370,331 1

1140 Contract assets - current 6(24) 18,653,485 27 24,823,432 32

1150 Notes receivable, net 6(5) 63,360 - 75,006 -

1170 Accounts receivable, net 6(5) 4,513,304 7 9,092,332 12

1180 Accounts receivable - related

parties

7

760,878 1 944,071 1

1200 Other receivables 245,735 - 338,477 -

1220 Current income tax assets 204,024 - 134,826 -

130X Inventories 144,407 - 167,345 -

1410 Prepayments 6(6) 2,758,670 4 4,253,895 6

1460 Non-current assets or disposalgroups classified as held for sale,net 38,380 - - -

1470 Other current assets 6,817 - 208,887 -

11XX Total current assets 49,174,593 71 56,534,559 74

Non-current assets

1517 Financial assets at fair valuethrough other comprehensiveincome - non-current

6(3)

858,499 1 788,611 1

1550 Investments accounted for usingequity method

6(7)2,173,160 3 3,680,933 5

1600 Property, plant and equipment,net

6(8) and 811,788,472 17 10,432,036 13

1755 Right-of-use assets 6(9) 443,854 1 - -

1760 Investment property, net 6(10) and 8 803,823 1 808,129 1

1780 Intangible assets 191,971 - 191,198 -

1840 Deferred income tax assets 6(30) 784,379 1 493,335 1

1900 Other non-current assets 6(11) and 8 3,275,760 5 3,568,532 5

15XX Total non-current assets 20,319,918 29 19,962,774 26

1XXX Total assets $ 69,494,511 100 $ 76,497,333 100

(Continued)


CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2019 December 31, 2018Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities2100 Short-term borrowings 6(12) $ 6,163,306 9 $ 13,414,459 182110 Short-term notes and bills payable 199,921 - - -2120 Financial liabilities at fair value

through profit or loss - current6(2)

54,716 - 548 -2130 Contract liabilities - current 6(24) 12,157,272 18 13,920,198 182150 Notes payable 48,369 - 18,788 -2170 Accounts payable 6(13) 11,708,290 17 9,991,262 132180 Accounts payable - related parties 7 648,957 1 1,359,712 22200 Other payables 6(14) 2,848,021 4 4,692,516 62230 Current income tax liabilities 217,180 - 371,943 -2280 Current lease liabilities 7 146,499 - - -2300 Other current liabilities 6(15)(17) 1,991,941 3 7,650,660 1021XX Total current liabilities 36,184,472 52 51,420,086 67

Non-current liabilities2530 Bonds payable 6(16) 5,989,529 9 - -2540 Long-term borrowings 6(17) 5,390,673 8 1,423,586 22570 Deferred income tax liabilities 6(30) 216,697 - 411,810 12580 Non-current lease liabilities 7 281,103 - - -2600 Other non-current liabilities 6(18) 2,085,040 3 2,615,692 325XX Total non-current liabilities 13,963,042 20 4,451,088 62XXX Total Liabilities 50,147,514 72 55,871,174 73

Equity attributable to owners of parentShare capital 6(21)

3110 Common stock 7,633,182 11 7,632,738 10Capital surplus 6(22)

3200 Capital surplus 3,730,448 5 3,545,053 4Retained earnings 6(23)

3310 Legal reserve 3,741,648 5 3,558,894 53320 Special reserve 762,377 1 763,794 13350 Unappropriated retained earnings 1,481,062 2 2,217,619 3

Other equity interest3400 Other equity interest ( 1,180,439) ( 1) ( 247,534) -3500 Treasury stocks 6(21) ( 11,835) - ( 11,835) -31XX Equity attributable to owners of

the parent 16,156,443 23 17,458,729 2336XX Non-controlling interest 4(3) 3,190,554 5 3,167,430 43XXX Total equity 19,346,997 28 20,626,159 27

Significant contingent liabilities andunrecognized contract commitments

9

Significant events after the balancesheets date

3X2X Total liabilities and equity $ 69,494,511 100 $ 76,497,333 100

The accompanying notes are an integral part of these consolidated financial statements.


CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNTS)

Year ended December 312019 2018

Items Notes AMOUNT % AMOUNT %4000 Operating revenue 6(24) and 7 $ 58,211,022 100 $ 64,069,542 1005000 Operating costs 6(28)(29) and 7 ( 54,219,327) ( 93) ( 59,469,789) ( 93)5900 Gross Profit 3,991,695 7 4,599,753 7

Operating expenses 6(28)(29)6200 General and administrative

expenses ( 1,693,193) ( 3) ( 1,739,023) ( 3)6300 Research and development

expenses ( 130,352) - ( 144,952) -6000 Total operating expenses ( 1,823,545) ( 3) ( 1,883,975) ( 3)6900 Operating income 2,168,150 4 2,715,778 4

Non-operating income and expenses7010 Other income 6(25) 468,230 1 321,605 17020 Other gains and losses 6(26) 370,779 1 219,355 -7050 Finance costs 6(27) ( 235,817) ( 1) ( 157,908) -7060 Share of profit of associates and

joint ventures accounted for underequity method

6(7)

( 541,027) ( 1) ( 33,557) -7000 Total non-operating income and

expenses 62,165 - 349,495 17900 Profit before income tax 2,230,315 4 3,065,273 57950 Income tax expense 6(30) ( 555,990) ( 1) ( 765,210) ( 1)8200 Profit for the year $ 1,674,325 3 $ 2,300,063 4

Components of other comprehensiveincome that will not be reclassified toprofit or loss

8311 Actuarial (losses) gains on definedbenefit plans

6(19)( $ 19,030) - $ 15,131 -

8316 Unrealized(losses) gains frominvestments in equity instrumentsmeasured at fair value throughother comprehensive income ( 1,179,886) ( 2) 31,159 -

8320 Share of other comprehensiveincome of associates and jointventures accounted for using equitymethod, components of othercomprehensive income that will notbe reclassified to profit or loss - - ( 50,797) -

8349 Income tax related to componentsof other comprehensive income thatwill not be reclassified to profit orloss

6(30)

370,228 - 17,083 -Components of other comprehensiveincome that will be reclassified toprofit or loss

8361 Cumulative translation differencesof foreign operations ( 69,320) - ( 63,746) -

8300 Total other comprehensive loss forthe year ( $ 898,008) ( 2) ( $ 51,170) -

8500 Total comprehensive income for theyear $ 776,317 1 $ 2,248,893 4Profit attributable to:

8610 Owners of the parent $ 1,177,011 2 $ 1,827,537 38620 Non-controlling interest 497,314 1 472,526 1

Total $ 1,674,325 3 $ 2,300,063 4Comprehensive income attributableto:

8710 Owners of the parent $ 233,086 - $ 1,762,037 38720 Non-controlling interest 543,231 1 486,856 1

Total $ 776,317 1 $ 2,248,893 4

9750 Basic earnings per share (in NTdollars)

6(31)$ 1.54 $ 2.40

9850 Diluted earnings per share (in NTdollars)

6(31)$ 1.54 $ 2.39


2020 Annual General Shareholders’ Meeting - 26 -

CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

Equity attributable to owners of the parentRetained Earnings Other equity interest

NotesCommon

stockCapitalsurplus Legal reserve Special reserve

Unappropriatedearnings

Cumulativetranslation

differences offoreign

operations

Unrealizedgains (losses)from financial

assetsmeasured at

fair valuethrough other

comprehensiveincome

Unrealized gainor loss on

available-for-sale financial

assetsTreasurystocks Total

Non-controllinginterests Total equity

For the year ended December 31, 2018Balance at January 1, 2018 $ 7,632,738 $ 3,395,620 $ 3,278,360 $ 765,904 $ 3,061,699 ($ 226,282 ) $ - $ 55,828 ($ 11,835 ) $ 17,952,032 $ 3,088,125 $ 21,040,157Effect of retrospective application and retrospecpectiverestatement - - - - 166,900 - ( 47,643 ) ( 55,828 ) - 63,429 - 63,429 Balance at January 1 after adjustments 7,632,738 3,395,620 3,278,360 765,904 3,228,599 ( 226,282 ) ( 47,643 ) - ( 11,835 ) 18,015,461 3,088,125 21,103,586Profit for the year - - - - 1,827,537 - - - - 1,827,537 472,526 2,300,063 Other comprehensive income - - - - ( 32,913 ) ( 63,746 ) 31,159 - - ( 65,500 ) 14,330 ( 51,170 )Total comprehensive income - - - - 1,794,624 ( 63,746 ) 31,159 - - 1,762,037 486,856 2,248,893Appropriation of 2017 earnings 6(23) Legal reserve - - 280,534 - ( 280,534 ) - - - - - - - Special reserve - - - ( 2,110 ) 2,110 - - - - - - - Cash dividends - - - - ( 2,468,202 ) - - - - ( 2,468,202 ) ( 449,992 ) ( 2,918,194 )Employee stock options excercised by subsidiary 6(22) - 5,241 - - - - - - - 5,241 25,094 30,335Share-based payment transactions 6(22) - 144,192 - - - - - - - 144,192 3,658 147,850Disposal of investments in equity instruments designated at fairvalue through outher comprehensive income - - - - ( 58,978 ) - 58,978 - - - - -Increase in non-controlling interest - - - - - - - - - - 13,689 13,689Balance at December 31, 2018 $ 7,632,738 $ 3,545,053 $ 3,558,894 $ 763,794 $ 2,217,619 ($ 290,028 ) $ 42,494 $ - ($ 11,835 ) $ 17,458,729 $ 3,167,430 $ 20,626,159

For the year ended December 31, 2019Balance at January 1, 2019 $ 7,632,738 $ 3,545,053 $ 3,558,894 $ 763,794 $ 2,217,619 ($ 290,028 ) $ 42,494 $ - ($ 11,835 ) $ 17,458,729 $ 3,167,430 $ 20,626,159Profit for the year - - - - 1,177,011 - - - - 1,177,011 497,314 1,674,325 Other comprehensive income - - - - ( 11,863 ) ( 93,316 ) ( 838,746 ) - - ( 943,925 ) 45,917 ( 898,008 )Total comprehensive income - - - - 1,165,148 ( 93,316 ) ( 838,746 ) - - 233,086 543,231 776,317Appropriation of 2018 earnings 6(23) Legal reserve - - 182,754 - ( 182,754 ) - - - - - - - Special reserve - - - ( 1,417 ) 1,417 - - - - - - - Cash dividends - - - - ( 1,721,211 ) - - - - ( 1,721,211 ) ( 529,621 ) ( 2,250,832 )Employee stock options excercised 6(22) 444 1,597 - - - - - - - 2,041 - 2,041Share-based payment transactions 6(22) - 183,798 - - - - - - - 183,798 9,514 193,312Disposal of investments in equity instruments designated at fairvalue through outher comprehensive income - - - - 843 - ( 843 ) - - - - -Balance at December 31, 2019 $ 7,633,182 $ 3,730,448 $ 3,741,648 $ 762,377 $ 1,481,062 ($ 383,344 ) ($ 797,095 ) $ - ($ 11,835 ) $ 16,156,443 $ 3,190,554 $ 19,346,997



CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the years ended December 31Notes 2019 2018

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax $ 2,230,315 $ 3,065,273Adjustments

Adjustments to reconcile profit (loss)Gain on valuation of financial assets 6(26) ( 410 ) ( 38,022 )Gain on disposal of capital of investments 6(26) ( 516,017 ) ( 94,727 )Loss (gain) on disposal of property, plant andequipment

6(26)282 ( 69,979 )

Share of loss of associates and joint venturesaccounted for under equity method

6(7)541,027 33,557

Depreciation 6(28) 756,071 405,239Amortization 6(28) 149,706 164,384Expected credit (gain) loss 12(2) ( 3,490 ) 28,317Interest income 6(25) ( 267,089 ) ( 216,808 )Dividends income 6(25) ( 42,644 ) ( 32,056 )Interest expense 6(27) 235,817 157,908Compensation costs for employee stock options 6(29) 193,310 147,850

Changes in operating assets and liabilitiesChanges in operating assets

Financial assets at fair value through profit orloss 136,482 165,719Notes receivable 11,646 ( 41,856 )Accounts receivable 4,582,518 ( 3,795,258 )Accounts receivable - related parties 183,193 ( 901,712 )Contract assets - current 6,169,947 ( 1,064,122 )Other receivables 100,704 ( 137,216 )Other receivables - related parties - 15,213Inventories 22,938 25,829Prepayments 1,495,225 ( 76,945 )Other current assets 202,070 ( 247,836 )Other non-current assets 138,088 75,206

Changes in operating liabilitiesNotes payable 29,581 14,719Accounts payable 1,717,028 ( 1,892,257 )Accounts payable - related parties ( 710,755 ) 433,002Contract liabilities - current ( 1,762,926 ) 40,092Other payables ( 56,610 ) 126,368Other payables - related parties - 1,229Other current liabilities ( 5,664,600 ) 172,843Other non-current liabilities ( 311,721 ) ( 325,440 )

Cash inflow (outflow) generated from operations 9,559,686 ( 3,861,486 )Interest received 259,127 246,327Dividends received 106,089 121,761Interest paid ( 236,564 ) ( 159,773 )Income tax paid ( 795,986 ) ( 772,534 )

Net cash flows from (used in) operatingactivities 8,892,352 ( 4,425,705 )

(Continued)


CTCI CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS



CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value

through other comprehensive income - current $ 45,892 $ 132,855 Proceeds from disposal of financial assets at amortized

cost 93,167 - Increase in financial assets at fair value through other

comprehensive income - non-current ( 115,883 ) ( 159,452 ) Increase in investments accounted for under the equity

method6(7)

- ( 530,000 ) Proceeds from disposal of investments accounted for

under the equity method 224,494 - Acquisition of property, plant and equipment 6(34) ( 3,638,421 ) ( 982,011 ) Proceeds from disposal of property, plant and equipment 3,277 230,905 Increase in intangible assets ( 45,555 ) ( 13,357 ) (Increase) decrease in refundable deposits ( 16,472 ) 1,975 Increase in other non-current assets ( 112,196 ) ( 112,387 ) Net cash flows from aquisition of subsidiaries ( 38,749 ) ( 206,659 ) Net cash flows used in investing activities ( 3,600,446 ) ( 1,638,131 )CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings ( 7,251,153 ) 6,732,442 Short-term notes and bills payable 199,921 - Increase (decrease) in long-term borrowings 3,972,968 ( 2,117,746 ) Decrease in lease liabilities 6(9) ( 176,109 ) -

(Decrease) increase in deposits received (recognized inother non-current liabilities) ( 81,642 ) 49,012

Issuing bonds payable 5,989,489 - Proceeds from employee stock options exercised 2,041 30,334 Cash dividends paid ( 2,250,832 ) ( 2,918,194 ) Increase in non-controlling interest - 4,100 Net cash flows from financing activities 404,683 1,779,948Net increase (decrease) in cash and cash equivalents 5,696,589 ( 4,283,888 )Cash and cash equivalents at beginning of year 15,070,992 19,354,880Cash and cash equivalents at end of year $ 20,767,581 $ 15,070,992



Attachment 3


CTCI CORPORATIONPARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31,2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2019 December 31, 2018Assets Notes AMOUNT % AMOUNT %

Current assets

1100 Cash and cash equivalents 6(1) $ 12,528,298 28 $ 8,228,593 16

1110 Financial assets at fair value

through profit or loss - current

6(2)

6,678 - 66,113 -


through other comprehensive

income - current

6(3)

298,898 1 322,355 1

1140 Current contract assets - current 6(22) and 7 11,771,743 26 19,713,867 39

1150 Notes receivable, net - - 2,730 -

1170 Accounts receivable, net 6(4) 1,103,465 2 4,503,941 9

1180 Accounts receivable - related

parties

7

224,555 1 623,701 1

1200 Other receivables 43,251 - 57,549 -

1210 Other receivables - related

parties

7

1,870,640 4 1,058,557 2

1220 Current income tax assets 55,749 - 55,748 -

1410 Prepayments 6(5) 785,209 2 2,009,308 4

11XX Total current assets 28,688,486 64 36,642,462 72

Non-current assets


through other comprehensive

income –

non-current

6(3)

854,706 2 784,840 2

1550 Investments accounted for under

equity method

6(6)

11,292,586 25 11,851,518 23

1600 Property, plant and equipment 6(7) 292,125 1 300,724 1

1755 Right-of-use assets 6(9) 2,612,540 6 - -

1760 Investment property, net 6(8) and 7 150,908 - 152,254 -

1780 Intangible assets 42,114 - 40,343 -

1840 Deferred income tax assets 6(25) 365,359 1 414,835 1

1900 Other non-current assets 6(10) and 8 354,988 1 715,924 1

15XX Total non-current assets 15,965,326 36 14,260,438 28

1XXX Total assets $ 44,653,812 100 $ 50,902,900 100

(Continued)


CTCI CORPORATIONPARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31,2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2019 December 31, 2018Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities

2100 Short-term borrowings 6(11) $ 115,000 - $ 6,330,000 12

2120 Financial liabilities at fair value

through profit or loss - current

6(2)

52,659 - 548 -

2130 Current contract liabilities - current 6(22) and 7 7,098,380 16 9,470,793 19

2150 Notes payable 9,819 - - -

2170 Accounts payable 6(12) 5,090,159 11 4,903,869 10

2180 Accounts payable - related parties 7 460,229 1 442,092 1

2200 Other payables 6(13) 1,111,540 3 1,307,788 2

2220 Other payables - related parties 7 1,751 - 3,700 -

2230 Current income tax liabilities 44,133 - 182,535 -

2280 Current lease liabilities 326,339 1 - -

2300 Other current liabilities 6(14) 1,707,631 4 7,504,996 15

21XX Total current liabilities 16,017,640 36 30,146,321 59

Non-current liabilities

2530 Bonds payable 6(15) 5,989,529 14 - -

2570 Deferred income tax liabilities 6(25) 7,732 - 170,031 1

2580 Non-current lease liabilities 2,293,160 5 - -

2600 Other non-current liabilities 6(6)(16) 4,189,308 9 3,127,819 6

25XX Total non-current liabilities 12,479,729 28 3,297,850 7

2XXX Total liabilities 28,497,369 64 33,444,171 66

Equity

Share capital

3110 Common stock 6(19) 7,633,182 17 7,632,738 15

Capital surplus 6(20)

3200 Capital surplus 3,730,448 9 3,545,053 7

Retained earnings 6(21)

3310 Legal reserve 3,741,648 8 3,558,894 7

3320 Special reserve 762,377 2 763,794 2

3350 Unappropriated retained earnings 1,481,062 3 2,217,619 4

Other equity interest

3400 Other equity interest ( 1,180,439) ( 3) ( 247,534) ( 1)

3500 Treasury stocks 6(19) ( 11,835) - ( 11,835) -

3XXX Total equity 16,156,443 36 17,458,729 34

Significant Contigent Liabilities and

Unrecognized Contract Commitments

9

Significant Events After the Balance

Sheet Date

11

3X2X Total liabilities and equity $ 44,653,812 100 $ 50,902,900 100

The accompanying notes are an integral part of these parent company only financial statements.


CTCI CORPORATIONPARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31,2019 AND 2018(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

For the years ended December 312019 2018

Items Notes AMOUNT % AMOUNT %4000 Operating revenue 6(22) and 7 $ 28,430,333 100 $ 35,684,680 1005000 Operating costs 6(23)(24) and 7 ( 25,601,276) ( 90) ( 32,482,095) ( 91)5900 Net operating margin 2,829,057 10 3,202,585 95910 Unrealized profit from sales ( 2,330) - ( 1,106) -5920 Realized profit on sales 1,980 - 1,980 -5950 Gross profit 2,828,707 10 3,203,459 9

Operating expenses 6(23)(24) and 76200 General and administrative

expenses ( 887,129) ( 3) ( 927,704) ( 3)6300 Research and development

expenses ( 112,049) - ( 120,849) -6000 Total operating expenses ( 999,178) ( 3) ( 1,048,553) ( 3)6900 Operating profit 1,829,529 7 2,154,906 6

Non-operating income andexpenses

7010 Other income 7 337,993 1 144,834 -7020 Other gains and losses ( 153,645) ( 1) 127,058 -7050 Finance costs ( 89,551) - ( 43,532) -7070 Share of loss of associates and

joint ventures accounted forunder equity method

6(6)

( 564,096) ( 2) ( 208,134) -7000 Total non-operating income

and expenses ( 469,299) ( 2) 20,226 -7900 Profit before income tax 1,360,230 5 2,175,132 67950 Income tax expense 6(25) ( 183,219) ( 1) ( 347,595) ( 1)8200 Profit for the year $ 1,177,011 4 $ 1,827,537 5

Other comprehensive incomeComponents of othercomprehensive income that willnot be reclassified to profit or loss

8311 Actuarial (losses) gains ondefined benefit plans

6(17)($ 15,896) - $ 30,217 -

8316 Unrealized (losses) gains frominvestments in equityinstruments measured at fairvalue through othercomprehensive income

6(3)

( 838,746) ( 3) 31,159 -8330 Share of other comprehensive

income (loss) of associates andjoint ventures accounted forusing equity method 854 - ( 76,465) -

8349 Income tax related tocomponents of othercomprehensive income that willnot be reclassified to profit orloss

6(25)

3,179 - 13,335 -Components of othercomprehensive income that willbe reclassified to profit or loss

8361 Cumulative translationdifferences of foreign operations ( 93,316) - ( 63,746) -

8300 Other comprehensive loss for theyear ($ 943,925) ( 3) ($ 65,500) -

8500 Total comprehensive income forthe year $ 233,086 1 $ 1,762,037 5

Basic earnings per share 6(26)9750 Basic earnings per share $ 1.54 $ 2.40

Diluted earnings per share 6(26)9850 Diluted earnings per share $ 1.54 $ 2.39



CTCI CORPORATIONPARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY


Retained Earnings Other Equity Interest

NotesShare capital -common stock Capital surplus Legal reserve Special reserve

Unappropriatedretained earnings

Cumulativetranslation

differences offoreign operations

Unrealized gains(losses) from

financial assetsmeasured at fair

value throughother

comprehensiveincome

Unrealized gain orloss on available-for-sale financial

assetsTreasury

stocks Total equity

For the year ended December 31, 2018 Balance at January 1, 2018 $ 7,632,738 $ 3,395,620 $ 3,278,360 $ 765,904 $ 3,061,699 ($ 226,282 ) $ - $ 55,828 ($ 11,835 ) $ 17,952,032 Effect of retrospective application and retrospective

restatement - - - - 166,900 - ( 47,643 ) ( 55,828 ) - 63,429 Balance at January 1 after adjustments 7,632,738 3,395,620 3,278,360 765,904 3,228,599 ( 226,282 ) ( 47,643 ) - ( 11,835 ) 18,015,461 Profit for the year - - - - 1,827,537 - - - - 1,827,537 Other comprehensive income (loss) - - - - ( 32,913 ) ( 63,746 ) 31,159 - - ( 65,500 ) Total comprehensive income (loss) - - - - 1,794,624 ( 63,746 ) 31,159 - - 1,762,037 Appropriations of 2017 earnings 6(21) Legal reserve - - 280,534 - ( 280,534 ) - - - - - Special reserve - - - ( 2,110 ) 2,110 - - - - - Cash dividends - - - - ( 2,468,202 ) - - - - ( 2,468,202 ) Employee stock options exercised by subsidiary 6(20) - 5,241 - - - - - - - 5,241 Share-based payment transactions 6(20) - 144,192 - - - - - - - 144,192

Disposal of investments in equity instruments designated at fairvalue through other comprehensive income - - - - ( 58,978 ) - 58,978 - - -

Balance at December 31, 2018 $ 7,632,738 $ 3,545,053 $ 3,558,894 $ 763,794 $ 2,217,619 ($ 290,028 ) $ 42,494 $ - ($ 11,835 ) $ 17,458,729For the year ended December 31, 2019 Balance at January 1, 2019 $ 7,632,738 $ 3,545,053 $ 3,558,894 $ 763,794 $ 2,217,619 ($ 290,028 ) $ 42,494 $ - ($ 11,835 ) $ 17,458,729 Profit for the year - - - - 1,177,011 - - - - 1,177,011 Other comprehensive loss - - - - ( 11,863 ) ( 93,316 ) ( 838,746 ) - - ( 943,925 ) Total comprehensive income (loss) - - - - 1,165,148 ( 93,316 ) ( 838,746 ) - - 233,086 Appropriations of 2018 earnings 6(21) Legal reserve - - 182,754 - ( 182,754 ) - - - - - Special reserve - - - ( 1,417 ) 1,417 - - - - - Cash dividends - - - - ( 1,721,211 ) - - - - ( 1,721,211 ) Employee stock options exercised 6(20) 444 1,597 - - - - - - - 2,041 Share-based payment transactions 6(20) - 183,798 - - - - - - - 183,798

Disposal of investments in equity instruments designated at fairvalue through other comprehensive income - - - - 843 - ( 843 ) - - -

Balance at December 31, 2019 $ 7,633,182 $ 3,730,448 $ 3,741,648 $ 762,377 $ 1,481,062 ($ 383,344 ) ($ 797,095 ) $ - ($ 11,835 ) $ 16,156,443

The accompanying notes are an integral part of these parent company only f inancial statements.


CTCI CORPORATIONPARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31,2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax $ 1,360,230 $ 2,175,132Adjustments

Adjustments to reconcile profit (loss)Depreciation 6(23) 363,429 40,432Amortization 6(23) 124,690 135,559Provision for allowance for doubtful accounts ( 143 ) ( 3,207 )Loss (gain) on valuation of financial assets 6(2) 4,124 ( 31,510 )Gain on disposal of investments 6(2)(6) ( 5,158 ) ( 67,779 )Gain on disposal of property, plant and equipment ( 27 ) ( 816 )Compensation costs for employee stock options 6(24) 134,608 107,608Investment income accounted for under the equity

method6(6)

564,096 208,134Realized gain from intercompany transactions ( 1,980 ) ( 1,980 )Unrealized gross margin 2,330 1,106Interest income ( 254,133 ) ( 69,158 )Dividend income ( 27,050 ) ( 22,162 )Interest expense 89,551 43,532

Changes in operating assets and liabilitiesChanges in operating assets

Financial assets at fair value through profit orloss - current 121,090 145,871

Current contract assets - current 7,942,124 ( 19,713,867 )Notes receivable (including related parties) 2,730 ( 2,730 )Accounts receivable (including related parties) 3,799,765 ( 4,147,738 )Other receivables 18,313 ( 131,916 )Other receivables - related parties 146,460 ( 3,982 )Receivables from customers on construction

contracts - 18,262,745Prepayments 1,224,099 ( 325,073 )Other current assets - 122,377Other non-current assets 176,390 ( 139,305 )

Changes in operating liabilitiesCurrent contract liabilities - current ( 2,372,413 ) 9,470,793Notes payable 9,819 -Accounts payable 186,290 ( 877,194 )Accounts payable - related parties 18,137 ( 811,680 )Payables to customers on construction contracts - ( 6,220,855 )Other payables ( 192,258 ) ( 69,995 )Other payables - related parties ( 1,949 ) ( 22,119 )Accrued pension labilities ( 465,479 ) ( 306,708 )Other current liabilities ( 5,797,365 ) 598,290

Cash inflow (outflow) generated from operations 7,170,320 ( 1,658,195 )Interest received 160,231 65,880Interest paid ( 75,121 ) ( 38,929 )Dividends received 653,774 707,115Income tax paid ( 431,263 ) ( 502,587 )

Net cash flows from (used in) operating activities 7,477,941 ( 1,426,716 )

(Continued)


CTCI CORPORATIONPARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31,2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM INVESTING ACTIVITIES

Increase in other receivables - related parties ( $ 957,165 ) ( $ 393,251 )

Interest received - related parties 88,509 5,537

Increase in financial assets at fair value through other

comprehensive income - non-current ( 115,883 ) ( 159,452 )

Decrease in financial assets at fair value through other

comprehensive income - current 26,521 104,891

Increase in long-term investment - subsidiaries 6(6)(10) - ( 632,500 )

Proceeds from disposal of long-term investments -

subsidiaries

6(6)

224,494 -

Increase in computer software cost ( 39,747 ) ( 2,133 )

Increase in other non-current assets ( 91,610 ) ( 107,404 )

Acquisition of property, plant and equipment 6(7) ( 26,536 ) ( 38,440 )

Proceeds from disposal of property, plant and equipment 39 1,162

Decrease in refundable deposits (shown in other non-

current assets) 873 10,156

Net cash flows used in investing activities ( 890,505 ) ( 1,211,434 )

CASH FLOWS FROM FINANCING ACTIVITIES

(Decrease) increase in short-term borrowings ( 6,215,000 ) 3,560,000

Interest paid - related parties - ( 2,210 )

Decrease in lease liabilities ( 329,815 ) -

Issuance of bonds payable 5,989,489 -

Decrease in deposits received ( 11,194 ) ( 47,006 )

Cash dividends paid ( 1,721,211 ) ( 2,468,202 )

Net cash flows (used in) from financing activities ( 2,287,731 ) 1,042,582

Net increase (decrease) in cash and cash equivalents 4,299,705 ( 1,595,568 )

Cash and cash equivalents at beginning of year 8,228,593 9,824,161

Cash and cash equivalents at end of year $ 12,528,298 $ 8,228,593



Attachment 4CTCI CORPORATION

Earnings Distribution TableFor the Year Ended December 31, 2019

Currency：TWD

Items Amount

Unappropriated retained earnings of previous years

Less: Remeasurement arising on defined benefit plans are recognized in retained earnings in 2019

Add: Disposal of investments in equity instruments designated at fair value through other comprehensiveincome in 2019

Add: Net income of 2019

Less: 10% legal reserve

Add: Reversal of special reserve

Less: Special reserve

Retained earnings available for distribution as of December 31, 2019

Cash dividends (TWD 1.24 per share based on estimated 763,319,546 shares outstanding at 2020/02/29)

Unappropriated retained earnings

315,072,874

-11,862,927

842,087

1,177,010,765

-116,598,993

1,843,320

-419,905,373

946,401,753

-946,401,753

0

Note: The estimated number of shares outstanding on record date is based on the number of shares outstanding as of February 29, 2020.Shareholders who are entitled to receive a cash dividend or not is based on the actual shares outstanding on record date.


Attachment 5


Attachment 6

The Directors’ and Employees’ Remuneration of 2019

1 It is processed in accordance with the Article 37 of “Articles of Incorporation”of the Company.

2 Profit before income tax for year ended December 31, 2019 was TWD1,407,539,809 before deducting directors’ and employees’ remuneration ofthe Company. The Board of Directors of the Company resolved that TWD12,000,000 of directors’ remuneration (contribution rate:0.85%) and TWD35,310,323 of employees’ remuneration (contribution rate:2.51%) will bedistributed by cash. There is no difference between the amount ofemployees’ and directors’ remuneration recognized in the 2019 financialstatements.


Attachment 7CTCI Corporation

The Balance of the Company’s Guarantees and EndorsementsDecember 31, 2019

Unit: TWD thousands

ItemGuarantees and Endorsements

As of 2019/12/31 As of 2018/12/31

CB&I-CTCI B.V. 6,388,749 6,513,769CCJV P1 E&C Sdn. Bhd. 889,425 1,214,230CINDA Engineering & Construction Pvt. Ltd. 2,802,843 2,851,682CIPEC Construction Inc. 548,879 524,599CTCI (Thailand) Co., Ltd. 2,961,380 1,152,996CTCI Americas, Inc. 1,375,836 1,402,759CTCI Arabia Ltd. 3,383,632 3,778,442CTCI CMCE JV Sdn. Bhd. - 467,970CTCI Engineering & Construction Sdn. Bhd. 1,806,559 1,820,025CTCI Malaysia Sdn. Bhd. 964,800 829,980CTCI Singapore Pte. Ltd. 3,538,242 2,452,437Universal Engineering(BVI) Corporation 30,150 30,740CTCI Trading Shanghai Co., Ltd. 84,420 161,239CTCI Shanghai Co., Ltd. 993,594 865,925CTCI Chemicals Corporation 19,221 19,597CTCI Overseas Corporation Limited 4,277,589 4,823,865CTCI Beijing Co., Ltd. 1,223,826 1,068,175CTCI Machinery Corporation 11,815,669 2,074,115CTCI Smart Engineering Corporation 728,266 28,819CTCI & HEC Water Business Corporation 102,000 102,000Blue Whale Water Technology Corporation 769,300 769,300HDEC-CTCI (Linhai) Corporation 1,215,000 1,215,000CTCI Development Corporation - 500,000EVER ECOVE Corporation 1,102,500 -

Total 47,021,880 34,667,664Note: (2019/12/31 Net worth：16,156.443 million)1. The ceiling on the total amount of endorsements or guarantees made by the Company is TWD 96,938.658 million.2. The ceiling on the total amount of endorsements or guarantees for any single entity is TWD 48,469.329 million.



Report on the issuance of unsecured ordinary corporate bonds

To repay the debt, reduce interest rate risk and lock in medium and long-term capital costs, the Company issued domestic unsecured corporatebonds on December 25, 2019, and has successfully completed fund raising.The main issuance conditions and related information are as follows:

Unit: TWDItem 2019 First Unsecured Corporate Bond

Date of Resolution December 16, 2019Date of Issuance December 25, 2019Total Issuance Amount 6 billionFace Value 1 millionIssue Price 100% face valueIssue Period 5 years, due date: December 25, 2024Issue Interest Rate Annual fixed rate of 0.9%Interest Payment Method Starting on the date of issuance, based on the coupon rate,

interest accrued and paid once per annumRedemption On due date, the bonds will be redeemed in wholeTrustee Taipei Fubon Commercial Bank Co., Ltd.Principal Paying Agent Taipei Fubon Commercial Bank Co., Ltd. Shifu BranchUse of Proceeds The 6 billion of proceeds have been used for repaying the

debt in 2019 Q4.


Attachment 9

Table of Amendments to“CTCI Group Ethical Corporate Management Best Practice Principles”

Article Existing Provisions AmendmentsArticle 5(Policy)

CTCI shall abide by the operationalphilosophies of honesty, transparency andresponsibility, base policies on the principle ofgood faith and establish good corporategovernance and risk control and managementmechanism so as to create an operationalenvironment for sustainable development.

CTCI shall abide by the operationalphilosophies of honesty, transparency andresponsibility, base policies on the principle ofgood faith and establish good corporategovernance and risk control and managementmechanism approved by BOD so as to createan operational environment for sustainabledevelopment.

Article 7(Scope of

preventionprogram)

When establishing the prevention programs,CTCI shall analyze which business activitieswithin their business scope which are possibly ata higher risk of being involved in an unethicalconduct, and strengthen the preventivemeasures. The prevention programs adopted byCTCI shall at least include preventive measuresagainst the following:

1. Offering and acceptance of bribes.2. Illegal political donations.3. Improper charitable donations or sponsorship.4. Offering or acceptance of unreasonable

presents or hospitality, or other improperbenefits.

5. Misappropriation of trade secrets andinfringement of trademark rights, patentrights, copyrights, and other intellectualproperty rights.

6. Engaging in unfair competitive practices.7. Damage directly or indirectly caused to the

rights or interests, health, or safety ofconsumers or other stakeholders in thecourse of research and development,procurement, manufacture, provision, orsale of products and services.

The Group shall establish an assessmentmechanism for the risk of dishonest behavior,regularly analyze and evaluate the businessactivities within their business scope which arepossibly at a higher risk of being involved in anunethical conduct, and strengthen thepreventive measures and regularly review theappropriateness and effectiveness of theprevention programs. The prevention programsadopted by CTCI shall, in accordance with thestandards or guidelines generally adopted athome and abroad, at least include preventivemeasures against the following:1. Offering and acceptance of bribes.2. Illegal political donations.3. Improper charitable donations or sponsorship.4. Offering or acceptance of unreasonable

presents or hospitality, or other improperbenefits.

5. Misappropriation of trade secrets andinfringement of trademark rights, patentrights, copyrights, and other intellectualproperty rights.

6. Engaging in unfair competitive practices.7. Damage directly or indirectly caused to the

rights or interests, health, or safety ofconsumers or other stakeholders in thecourse of research and development,procurement, manufacture, provision, orsale of products and services.


Article Existing Provisions AmendmentsArticle 8

(Commitmentand

implementation)

(New item)

CTCI shall clearly specify in their rules andexternal documents the ethical corporatemanagement policies and the commitment bythe board of directors and the managementon rigorous and thorough implementation ofsuch policies, and shall carry out the policies ininternal management and in commercialactivities.(New item)

The Group shall require the directors andsenior management to issue a statement thatfollows the Ethical Corporate ManagementPolicy and to abide by it on the terms ofemployment.CTCI shall clearly specify in their rules, externaldocuments, and company websites, theethical corporate management policies andthe commitment by the board of directors andthe management to actively implement suchpolicies, and shall carry out the policies ininternal management and in commercialactivities.Documented information should be producedand properly maintained for the aboved-mentioned ethical management policies,statements, commitments, and executions.

Article 17(Roles and

responsibilities)

The directors, supervisors, managers,employees, mandataries, and substantialcontrollers of CTCI shall exercise the due careof good administrators to urge the company toprevent unethical conduct, always review theresults of the preventive measures andcontinually make adjustments so as to ensurethorough implementation of its ethicalcorporate management policies.To achieve sound ethical corporatemanagement, CTCI may establish a dedicatedunit that is under the board of directors andresponsible for establishing and supervisingthe implementation of the ethical corporatemanagement policies and preventionprograms. The dedicated unit shall be incharge of the following matters:

1. Assisting in incorporating ethics and moralvalues into the company's businessstrategy and adopting appropriateprevention measures against corruptionand malfeasance to ensure ethicalmanagement in compliance with therequirements of laws and regulations.

2. Adopting programs to prevent unethicalconduct and setting out in each programthe standard operating procedures andconduct guidelines with respect to thecompany's operations and business.

The directors, supervisors, managers,employees, mandataries, and substantialcontrollers of CTCI shall exercise the due careof good administrators to urge the company toprevent unethical conduct, always review theresults of the preventive measures andcontinually make adjustments so as to ensurethorough implementation of its ethicalcorporate management policies.To achieve sound ethical corporatemanagement, CTCI may establish a dedicatedunit under the board of directors withsufficient resources and competent personnel.The unit is responsible for establishing andsupervising the implementation of the ethicalcorporate management policies andprevention programs. The dedicated unit shallbe in charge of the following matters andregularly (at least once a year) report to theboard of directors:1. Assisting in incorporating ethics and moral

values into the company's businessstrategy and adopting appropriateprevention measures against corruptionand malfeasance to ensure ethicalmanagement in compliance with therequirements of laws and regulations.

2. Regularly analyze and evaluate the risk ofunethical behaviors in the business scope,and adopt programs to prevent unethicalconduct and setting out in each programthe standard operating procedures andconduct guidelines with respect to thecompany's operations and business.


Article Existing Provisions Amendments3. Planning the internal organization,

structure, and allocation of responsibilitiesand setting up check-and-balancemechanisms for mutual supervision of thebusiness activities within the businessscope which are possibly at a higher riskfor unethical conduct.

4. Promoting and coordinating awarenessand educational activities with respect toethics policy.

5. Developing a whistle-blowing system andensuring its operating effectiveness.

6. Assisting the board of directors andmanagement in auditing and assessingwhether the prevention measures takenfor the purpose of implementing ethicalmanagement are effectively operating,and preparing reports on the regularassessment of compliance with ethicalmanagement in operating procedures.

3. Planning the internal organization,structure, and allocation of responsibilitiesand setting up check-and-balancemechanisms for mutual supervision of thebusiness activities within the businessscope which are possibly at a higher riskfor unethical conduct.

4. Promoting and coordinating awarenessand educational activities with respect toethics policy.

5. Developing a whistle-blowing system andensuring its operating effectiveness.

6. Assisting the board of directors andmanagement in auditing and assessingwhether the prevention measures takenfor the purpose of implementing ethicalmanagement are effectively operating,and preparing reports on the regularassessment of compliance with ethicalmanagement in operating procedures.

Article 20(Accountingand Internal

Control)

CTCI shall establish effective accountingsystems and internal control systems forbusiness activities possibly at a higher risk ofbeing involved in an unethical conduct, nothave under-the-table accounts or keep secretaccounts, and conduct reviews regularly so asto ensure that the design and enforcement ofthe systems are showing results.The internal audit unit of CTCI shallperiodically examine the compliance with theforegoing systems and prepare audit reportsand submit the same to the board of directors.The internal audit unit may engage a certifiedpublic accountant to carry out the audit, andmay engage professionals to assist ifnecessary.

(New item)

CTCI shall establish effective accountingsystems and internal control systems forbusiness activities possibly at a higher risk ofbeing involved in an unethical conduct, nothave under-the-table accounts or keep secretaccounts, and conduct reviews regularly so asto ensure that the design and enforcement ofthe systems are showing results.The internal audit unit of CTCI shall formulaterelevant audit plans based on the assessmentresults of the risk of unethical behavior,including the object, scope, project,frequency, etc., and examine the complianceplan accordingly. The internal audit unit mayengage a certified public accountant to carryout the audit, and may engage professionals toassist if necessary.The results of examination in the precedingparagraph shall be reported to seniormanagement and the ethical managementdedicated unit and reduced to writing in theform of an audit report to be submitted to theboard of directors.


Article Existing Provisions AmendmentsArticle 23

(WhistleblowingSystem)

CTCI shall adopt a concrete whistle-blowingsystem and scrupulously operate the system.The whistleblowing system shall include atleast the following:1. An independent mailbox or hotline, either

internally established and publiclyannounced or provided by an independentexternal institution, to allow companyinsiders and outsiders to submit reports.

2. Dedicated personnel or unit appointed tohandle whistleblowing system. Any tipinvolving a director or senior managershall be reported to the independentdirectors. Categories of reportedmisconduct shall be delineated andstandard operating procedures for theinvestigation of each shall be adopted.

(New item)

3. Documentation of case acceptance,investigation processes, investigationresults, and relevant documents.

4. Confidentiality of the identity ofwhistleblowers and the content ofreported cases.

5. Measures for protecting whistleblowersfrom inappropriate disciplinary actionsdue to their whistle-blowing.

6. Whistleblowing incentive measures.When material misconduct or likelihood ofmaterial impairment to CTCI comes toawareness upon investigation, the dedicatedpersonnel or unit handling the whistleblowingsystem shall immediately prepare a report andnotify the independent directors in writtenform.

CTCI shall adopt a concrete whistle-blowingsystem and scrupulously operate the system.The whistleblowing system shall include atleast the following:1. An independent mailbox or hotline, either

internally established and publiclyannounced or provided by an independentexternal institution, to allow companyinsiders and outsiders to submit reports.

2. Dedicated personnel or unit appointed tohandle whistleblowing system. Any tipinvolving a director or senior managementshall be reported to the independentdirectors. Categories of reportedmisconduct shall be delineated andstandard operating procedures for theinvestigation of each shall be adopted.

3. After the investigation of the case iscompleted, the follow-up measures to betaken shall be determined according to theseriousness of the case and, if necessary,report to the authority or transfer to thejudicial organization for investigation.

4. Documentation of case acceptance,investigation processes, investigationresults, and relevant documents.

5. Confidentiality of the identity ofwhistleblowers and the content ofreported cases, and allow anonymousreporting.

6. Measures for protecting whistleblowersfrom inappropriate disciplinary actionsdue to their whistle-blowing.

7. Whistleblowing incentive measures.When material misconduct or likelihood ofmaterial impairment to CTCI comes toawareness upon investigation, the dedicatedpersonnel or unit handling the whistleblowingsystem shall immediately prepare a report andnotify the independent directors in writtenform.



Table of Amendments to “Articles of Incorporation”Article Existing Provisions Amendments

Article 6 The shares certificates of the Company shall beduly signed and sealed by a minimum of threedirectors, assigned serial numbers and clearlyidentified all items as required under Article 162of the Company Act and shall be issued afterhaving been authenticated by the competentauthority or the registration institution issuingthe shares. The Company may, upon the requestof Taiwan Depository and Clearing Corporation,change the share certificates from 1000 sharesper certificate to certificates with larger numberof shares and proceed with the relevantprocedure accordingly. The stock certificates ofthe Company may be made without physicalcertificates. However, the stock of the Companyshall be registered with the securitiescentralized depositary institution.

The Company had issued shares. The shareissued is exempted from printing any sharecertificate and shall be registered the issuedshares with a centralized securities depositaryenterprise and follow the regulations of thatenterprise.

Article 25 The directors shall elect amongst themselvesthree to four managing directors who shallinclude not less than one independent directormember pursuant to Article 208 of the CompanyAct and the managing directors shall electamongst themselves a chairman and may electa vice chairman.

The directors shall elect amongst themselves achairman and may elect a vice chairmanpursuant to Article 208 of the Company Act.

Article 41 These Articles of Incorporation were enacted onMarch 23, 1979.(Omitted)the fortieth amendment on June 22, 2016.

These Articles of Incorporation were enacted onMarch 23, 1979.(Omitted)the fortieth amendment on June 22, 2016.The forty-first amendment on May 28, 2020.



Director Candidates for the 15th TermTitle Name Education Experience Other Primary Position Shareholding of

CTCI Corp.Director John T. Yu

(Rep. ofCTCI

DevelopmentCorporation)

- PMD 61, HarvardBusiness School,USA

- B.S., ElectricalEngineering,National TaiwanUniversity

- President/Executive VicePresident/Senior VicePresident, CTCI Corporation

- Chairman, CTCI Corporation- Chairman, CTCI Development

Corporation- Director, CTCI Overseas Corp.,

Ltd.- Director, CTCI Education

Foundation- Managing Director, CTCI

Foundation- Director, Taiwan Cement Co.,

Ltd.- Director, TSRC Corporation

912,170

Director Michael Yang(Rep. of

CTCIDevelopmentCorporation)

- EMBA, BusinessAdministration,National TaiwanUniversity ofScience andTechnology

- M.S., MechanicalEngineering,National TaiwanUniversity

- B.S., Mechanicalengineering,Tatung University

- Executive VicePresident/Senior VicePresident, CTCI Corporation

- Vice Chairman/President, CTCICorporation

- Chairman, CTCI Overseas Corp.,Ltd.

- Chairman, Crown Asia 2Investment Limited

- Director, CTCI EducationFoundation

- Director, CTCI Americas, Inc.- Director, MIE Industrial Sdn.

Bhd.

912,170

Director Quintin Wu - Taipei College ofMaritimeTechnology

- Chairman, USI Corporation - Chairman, USI Corporation- Chairman, China General

Plastics Corp.- Chairman, Asia Polymer

Corporation- Chairman, Taita Chemical Co.,

Ltd.- Chairman, Acme Electronics

Corporation

0

Director Johnny Shih - Master inComputer Scienceand BusinessAdministration,ColumbiaUniversity, USA

- Vice Chairman, Far EasternInternational Bank

- Vice Chairman, Far Eastern NewCentury Corporation

- Vice Chairman, Oriental UnionChemical Corporation

- Chairman, Everest TextileCompany Limited

- Director, Asia CementCorporation

0

Director Yancey Hai - MA, theUniversity ofTexas at Dallas

- Country Manager, G.E. Capital- Vice President, J.P. MORGAN- CEO, Delta Electronics

Foundation

- Chairman, Delta Electronics Inc.- Independent Director, USI

Corporation

0


Title Name Education Experience Other Primary Position Shareholding ofCTCI Corp.

Director An-Ping Chang(Rep. of

Taiwan CementCorporation)

- Master's Degreein businessAdministration,New YorkUniversity, USA

- Vice Chairman, Taiwan CementCorporation

- Chairman, Chia Hsin CementCorporation

- Chairman, Taiwan CementCorporation

- Chairman, TCC InternationalHoldings Limited

- Chairman, Hong Kong CementManufacturing Co., Ltd.

- Independent Director, SynnexTechnology International Corp.

- Managing Director, O-Bank Co.,Ltd.

- Director, TWSE

9,054,350

Director Paul Chen(Rep. of

CTCIFoundation)

- EMBA,ThunderbirdSchool of GlobalManagement,USA

- MBA, Sul RossState University,USA

- President, CPC Corporation- Chairman, Kuo Kuang Power

Co, Ltd.

- CEO, CTCI Foundation 60,862,051

Director Wenent Pan - M.S. & Ph.D.,ChemicalEngineering,University ofWyoming

- Chairman/President, CPCCorporation

- Chairman/CEO, Kuo KuangPower Co.

- Chairman, CTCI Foundation- Independent Director, UPC

Technology Corporation- Independent Director, China

Petrochemical DevelopmentCorporation

- Independent Director, U-MingTransport Corporation

0


Title Name Education Experience Other Primary Position

Served asIndependent

Director for threeconsecutive terms

Shareholdingof

CTCI Corp.

IndependentDirector

Yen-ShiangShih

- Ph.D., Chemistry,MassachusettsInstitute ofTechnology, U.S.A.

- B.S., Chemistry,National TaiwanUniversity

- Professor and Chief ofChemical Engineering,National Taiwan University

- Adjunct Professor, Professorof NCCU Graduate Institute ofTechnology, Innovation &Intellectual PropertyManagement

- Advisor and chief, Office ofScience and TechnologyAdvisors, Ministry ofEconomic Affairs

- Director General, Small andMedium EnterpriseAdministration, Ministry ofEconomic Affairs, R.O.C.

- Director General, IndustrialDevelopment Bureau,Ministry of Economic Affairs,R.O.C.

- Director General, TaiwanTobacco & Wine Bureau

- Minister/DeputyMinister/Vice Minister,Ministry of Economic Affairs,R.O.C.

- Chairman, Taiwan SmallBusiness IntegratedAssistance Center

- Chairman, Taiwan TextileResearch Institute

- Chairman, DevelopmentCenter for Biotechnology

- Managing Director, IndustrialTechnology Research Institute

- Honorary Advisor, CommerceDevelopment ResearchInstitute

- Chairman, SinotechEngineering Consultants, Inc.

- Chairman, Taiwan Institute ofChemical Engineers

- Director, Central Bank of theRepublic of China(Taiwan)

- Chairman, CPC Corporation,Taiwan

- Director, Bank ofCommunications

- Independent Director,Standard Chartered BankTaiwan

- Chair Professor, ChungYuan Christian University

- Policy Advisor, TaiwanElectrical and ElectronicManufactures’ Association

- Council Minister and theConvener of the Group ofEnergy, Petroleum &Chemical, andAccouterments, Cross-Strait CEO Summit

- Chairman, SustainableCirculation EconomyDevelopment Association

- Director, Taiwan Instituteof Economic Research

- Independent Director, AUOptronics Corp.

- Independent Director,Formosa PlasticsCorporation

No 0


Title Name Education Experience Other Primary Position

Served asIndependent

Director for threeconsecutive terms

Shareholdingof

CTCI Corp.

IndependentDirector

Frank Fan - M.S., Institute oftraffic andTransportation,National ChiaoTung University

-B.S., Departmentof Urban Affairs,Chinese CulturalUniversity.

- National Policy Advisor to thePresident of R.O.C.

- Chairman, Light EraDevelopment Co., Ltd.

- Minister without Portfolio &Chairperson of PublicConstruction Commission,Executive Yuan

- Deputy Magistrate, TaoyuanCounty Government

- Deputy General Secretary,Taipei City Government

- Commissioner/DeputyCommissioner, Departmentof Rapid Transit Systems,Taipei CityGovernment(DORTS)

- Deputy General Manager,Taipei Rapid TransitCorp.(Taipei Metro)

None No 0

IndependentDirector

Jack Huang - S.J.D., HarvardUniversity

- LL.M.,NorthwesternUniversity

- LL.B. withdistinction,National TaiwanUniversity

- Attorney-at-Law, Jones DayTaipei Office

- Founder & Chairman,Taiwan Renaissance Corp.

- Special Advisor to the CEO,Yulon Group

- Independent Director,Taiwan Mobile Co., Ltd

- Independent Director,WPG Holdings Limited

- Independent Director,Systex Corporation

- Director, Yulon Motor Co.,Ltd.

- Director, Taiwania CapitalManagement Corporation

- Director, Taiwania CapitalBuffalo Fund Co., Ltd.

- Director, Taiwania CapitalBiotechnology Corporation

No 0

IndependentDirector

Yi-Fang Chen - M.S. Accounting,SoochowUniversity

- Lecturer, Accounting,Soochow University

- PwC Partner- Supervisor, VE WONG

Corporation- Supervisor, Taiwan Liposome

Company, Ltd.- Supervisor, INNOLUX

Corporation- Independent Director,

Sintronic Technology Inc.- Managing Director, the

National Federation of CPAAssociations of theR.O.C.(NFCPAA)

- Chairman, YiFang CPA Firm- Supervisor, YKK Taiwan Co.

Ltd.- Supervisor, NatureWise

Biotech & MedicalsCorporation

No 0



The 15th Term Director Candidates’ Adjunct PositionsName Current Adjunct Positions

John T. Yu ü Chairman, CTCI Development Corporationü Director, CTCI Overseas Corp., Ltd.ü Director, CTCI Education Foundationü Managing Director, CTCI Foundationü Director, Taiwan Cement Co., Ltd.ü Director, TSRC Corporation

Michael Yang ü Chairman, CTCI Overseas Corp., Ltd.ü Chairman, Crown Asia 2 Investment Limitedü Director, CTCI Education Foundationü Director, CTCI Americas, Inc.ü Director, MIE Industrial Sdn. Bhd.

Quintin Wu ü Chairman, USI Corporationü Chairman, China General Plastics Corp.ü Chairman, Asia Polymer Corporationü Chairman, Taita Chemical Co., Ltd.ü Chairman, Acme Electronics Corporation

Johnny Shih ü Vice Chairman, Far Eastern New Century Corporationü Vice Chairman, Oriental Union Chemical Corporationü Chairman, Everest Textile Company Limitedü Director, Asia Cement Corporation

Yancey Hai ü Chairman, Delta Electronics Inc.ü Independent Director, USI Corporation

An-Ping Chang ü Chairman, Taiwan Cement Corporationü Chairman, TCC International Holdings Limitedü Chairman, Hong Kong Cement Manufacturing Co., Ltd.ü Independent Director, Synnex Technology International Corp.ü Managing Director, O-Bank Co., Ltd.ü Director, TWSE

Paul Chen ü CEO, CTCI FoundationWenent Pan ü Chairman, CTCI Foundation

ü Independent Director, UPC Technology Corporationü Independent Director, China Petrochemical Development Corporationü Independent Director, U-Ming Transport Corporation

Yen-Shiang Shih ü Policy Advisor, Taiwan Electrical and Electronic Manufactures’ Associationü Council Minister and the Convener of the Group of Energy, Petroleum &

Chemical, and Accouterments, Cross-Strait CEO Summitü Chairman, Sustainable Circulation Economy Development Associationü Director, Taiwan Institute of Economic Researchü Independent Director, AU Optronics Corp.ü Independent Director, Formosa Plastics Corporation


Name Current Adjunct PositionsJack Huang ü Founder & Chairman, Taiwan Renaissance Corp.

ü Special Advisor to the CEO, Yulon Groupü Independent Director, Taiwan Mobile Co., Ltdü Independent Director, WPG Holdings Limitedü Independent Director, Systex Corporationü Director, Yulon Motor Co., Ltd.ü Director, Taiwania Capital Management Corporationü Director, Taiwania Capital Buffalo Fund Co., Ltd.ü Director, Taiwania Capital Biotechnology Corporation

Yi-Fang Chen ü Chairman, YiFang CPA Firm

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