CCTC — AGM Information 2021

Aug 13, 2021

Stock Code:2613

China Container Terminal Corp. Handbook for the 2021 Annual Meeting of Shareholders

MEETING TIME: May 25, 2021 Location: No. 85, Sec. 2 Wenhua Rd., Wuqi District, Taichung City (Industrial Culture Building, Farmers’ Association of Wuqi District)

This is a translation of the Chinese text and for reference only. If there is any discrepancy, the Chinese text governs.

Table of Contents

Page Meeting Procedure ------------------------------------------------------------- 1 Meeting Agenda ---------------------------------------------------------------- 2 I. Matters to Report ------------------------------------------------------ 3 II. Matters for Recognition --------------------------------------------- 5 III. Matters for Discussions --------------------------------------------- 6 IV. Extempore Motions -------------------------------------------------- 6 Attachments I. Business Report -------------------------------------------------------- 7 II. Supervisor’s Review Report -------------------------------------- 14 III. Comparison Table of “Codes of Ethical Conduct” before and after Amendments ---------------------------------------- 15 IV. 2020 Consolidated Financial Satement ---------------------------- 17 V. 2020 Parent Company Only Financial Statement ----------------- 26 VI. Earnings Distribution Table -------------------------------------- 37 VII. Comparison Table of “Articles of Incorporation” before and after Amendments -------------------------------------- 38 VIII. Comparison Table of “Rules of Procedure for Shareholders’ Meetings” before and after Amendments --------------------------- 42 Appendices I. Articles of Incorporation (before Amendment) ------------------ 46 II. Rules of Procedure for Shareholders’ Meetings (before Amendments) -------------------------------------------------- 53 III. Codes of Ethical Conduct (before Amendments) ------------- 64 IV. Shareholding Status of Directors and Supervisors ------------ 67

China Container Terminal Corp. Procedure of the Shareholders’ Meeting, 2021

I. Call the Meeting to Order

II. Chairperson’s Speech

III. Matters to Report

IV. Matters for Recognition

V. Matters for Discussions

VI. Extempore Motions

VII. Matters Adjournment

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China Container Terminal Corp.

Agenda of the Shareholders’ Meeting, 2021

Time: 10:00 A.M., May 25, 2021

Location: No. 85, Sec. 2 Wenhua Rd., Wuqi District, Taichung City

(Industrial Culture Building, Farmers’ Association of Wuqi District)

I. Call the Meeting to Order (Report the Number of Shares for the Shareholders’ Meeting)

II. Chairperson’s Speech

III. Matters to Report

• A. 2020 Annual Business Report

• B. 2020 Annual Account by the Supervisors

• C. 2020 Report on the Distribution of Employees, Board of Directors’ and Supervisors’ Compensation

• D. 2020 Report on the Distribution of Cash Dividends

• E. Report on the Amendments of “Codes of Ethical Conduct”

IV. Matters for Recognition

• A. 2020 Business Report and Financial Statements

• B. 2020 Earnings Distribution Report

V. Matters for Discussions

• A. Amendments of the “Articles of Incorporation”

• B. Amendments of the “Rules of Procedure for Shareholders’ Meetings”

VI. Extempore Motions

VII. Matters Adjournment

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III. Matters to Report

Proposal 1:

Please approve the company’s 2020 annual business report.

Description: Please refer to the company’s 2020 annual business report on P.7-13 of this brochure (attachment 1).

Proposal 2:

Please approve the company’s 2020 annual account by supervisors.

Description: Please refer to the company’s 2020 annual account by supervisors on P.14 of this brochure (attachment 2).

Proposal 3:

Please approve the company’s 2020 report on the distribution of employees, board of directors’ and supervisors’ compensation.

• Description: 1. According to Article 24 of the Articles of Incorporation, if the Company gains annual profit, 5% of the profit shall be distributed as the employees’ compensation, and the compensation of directors and supervisors shall not exceed 5% of the total profit.

  1. The ratio of the company’s 2020 report on the distribution of employees, board of directors’ and supervisors’ compensation has been approved by the thirteenth meeting of the eighteenth compensation committee of the board of directors on February 24. 2021, and is performed based on the articles of incorporation. The employees’ compensation distributed is NT $1,880,131, the 5% amount of the profit. The directors and supervisors’ compensation distributed is NT $1,880,131, the 5% amount of the profit. The compensations are all distributed by cash.

• The distributed amount of money is the same as the recognized amount of money of 2020.

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Proposal 4:

Please approve the 2020 report on the distribution of cash dividends.

• Description: 1. According to Article 24-1 of the Articles of Incorporation, the board of directors is authorized to decide the amount of cash dividends and to report to the shareholders’ meeting.

• The Company’s accumulated surplus at the beginning of the terms is $161,941,857, and the net profit before tax of this term (2020) is $30,747,124, and the distributable surplus is $191,840,978. According to the thirteenth meeting of the eighteenth board of directors on February 24, 2021, cash dividend of shareholders of each share is $0.2 and the overall dividend is $29,684,692. Cash dividends are paid up to one dollar (rounded down to the nearest whole number) and the fractional amounts are included in other income of the Company.

• The Board of Directors has authorized the chairperson to set the dividend distribution date and the cash dividend payment date. If there is a subsequent change in the number of outstanding shares due to a change in the Company's capital stock, the chairperson is authorized to handle and announce the change in the dividend distribution rate at his sole discretion.

• As approved by the chairperson of the board of directors, the distribution date is set as March 20, 2021 and the cash dividend payment date is set as April 12, 2021.

Proposal 5:

Please approve the amendments of the “Codes of Ethical Conduct”.

Description: The amendments of the “Codes of Ethical Conduct” is based on related regulations. Please refer to the report on the amendments of “Codes of Ethical Conduct” on P.15-16 of this brochure (attachment 3).

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IV. Matters for Recognition

Proposal 1: The 2020 Business Report and Financial Statements.

(Proposal by the Board of Directors)

• Description: 1. The Company’s consolidated and parent company only financial statements of 2020 have been checked and finalized by the accountants Ruan-Lu Man-Yu and Hsu Yung-Chien of PwC Taiwan, and is recorded with the review report by the supervisors.

• Please refer to the 2020 Annual Business Report on P.7-13 of this brochure (attachment 1). For the consolidated and stand-alone financial statements along with the finalized report of accountants, please refer to the P.17-36 of this brochure (attachment 4, attachment 5).

• The agenda has been proposed for acknowledgment.

Resolutions:

Proposal 2: Please approve the 2020 earnings distribution report.

(Proposal by the Board of Directors)

• Description: 1. The company’s 2020 earnings distribution report has been approved by the board of directors on February 24, 2021 on the thirteenth meeting of the eighteenth board of directors and is checked and finalized by the supervisors. Please refer to P.37 of this brochure (attachment 6).

• The agenda has been proposed for acknowledgment.

Resolution:

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V. Matters for Discussions

Proposal 1: Amendment of the “Articles of Incorporation”.

(Proposal by the Board of Directors)

Description: 1. The amendments of “Articles of Incorporation” are made according to related regulations. Please refer to the comparison table of the amendments on P. 38-41 of this brochure. (attachment 7).

1. The agenda has been proposed for discussion.

Resolutions:

Proposal 2: Amendment of the “Rules of Procedure for Shareholders’ Meetings” (Proposal by the Board of Directors)

Description: 1. The amendments of the “Rules of Procedure for Shareholders’ Meetings” are made according to related regulations. Please refer to the comparison table of the amendments on P.42-45 of this brochure (attachment 8).

1. The agenda has been proposed for discussion.

Resolutions:

VI. Extempore Motions

VII. Matters Adjournmen

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Attachment I

China Container Terminal Corp.

2020 Annual Business Report

According to Taiwan Institute of Economic Research (TIER)'s economic review of 2020 and the general economic forecast of 2021 on November 30, 2020, the economic had been affected by COVID-19 pandemic that ravaged the world in 2020. In order to prevent the spread of the pandemic, countries worldwide adopted strict control measures such as lockdowns of cities, border closures and restrictions on personnel activities, causing a halt to the demand of global economy, while the international prices of crude oil and commodities also plummeted. Despite Taiwan's proper prevention of the pandemic, the global economic recession still frustrated Taiwan's economy significantly in the first half of this year.Since the third quarter, however, the domestic traditional industry has recovered month by month with the rebound of overseas demand when economic activities restarted in several major countries. The electronic information industry has benefited from the strong demand for emerging technology applications and remote business opportunities, coupled with the new orders received by semiconductor majors from Europe and the U.S. The emergence of rush orders from Chinese major plants under U.S. sanctions, the semiconductor manufacturing industry in overall gradually prospered in the second half of the year.

The Central Bank of R.O.C. (Taiwan) issued a press release on December 17, 2020, stating that the strong demand for electronic components and information and communication products, coupled with the stabilization of exports of machinery, plastic and chemical products in recent months, have led to significant growth in overall exports. However, as border controls continue, the number of foreigners coming to Taiwan has dropped dramatically, limiting the growth of service exports. For the domestic demand, the labor market improved, the unemployment rate dropped, and the retail and restaurant revenue continued to grow; semiconductor manufacturers continued to make capital expenditures, while Taiwanese enterpreneurs implemented their return to Taiwan for investment. The Central Bank predicts that the economy will grow moderately in the fourth quarter of 2020 and the annual economic growth rate will be revised upward to 2.58%.

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According to the forecast made by the Taiwan Institute of Economic Research on January 25, 2021, although the number of confirmed cases of COVID-19 has officially exceeded 96 million worldwide, the impact of the pandemic is expected to gradually fade in 2021 as countries gradually launch and receive the vaccination. Major international forecasters believe that global trade and economic growth in 2021 will significantly improve than the situation in 2020 coupled with the elimination of political uncertainty in the US and Europe and the low base period.

Taiwan's export performance is expected to grow significantly considering the gradual ease of the pandemic, the relocation of some production lines back to Taiwan, and the strong demand for emerging technologies. In addition, semiconductor manufacturers continue to invest in advanced manufacturing processes and benefit from the restructuring of the global supply chain. The government also vigorously promoted the construction of green energy, attracting foreign investments to Taiwan that will help domestic demand performance. In overall, both the domestic and external demand improved simultaneously, making the annual economic growth rate of 2021 higher than that of 2020. According to the latest forecast of the Taiwan Economic Research Institute, the domestic economic growth rate in 2021 was 4.30%, which was 0.29% higher than the forecast in November 2020.

At the beginning of the pandemic, there was a global lockdown and the combined shutdown rate of nine major shipping routes worldwide was once as high as 74%. All shipping operators pessimistically expected that global trade would be greatly affected and therefore reduced the supply of vessels and containers. However, the strong recovery of market demands in Asia, Europe and the United States from the second half of 2020 caused the supply to fall short of demand. The demand of Asia was higher than expected, which in turn crowded out the supply of European routes, causing a major tightening of global shipping supply from November. The shortage of workers, containers and ships during the pandemic has caused shipping prices to rise sharply. Because the rate of increase is so fast that the original monthly quotation of the shipping companies has been changed to weekly quotation. Researchers predict that by the first quarter of 2021, the freight rate will increase by another 20% for routes of America and 30% of Europe, which will result in a significant increase in profits for container shipping operators.

According to the statistical data of the port company, the container handling volume of the four major international commercial ports in Taiwan in 2020 was 9,621,662 TEU at Kaohsiung Port, with 7.74% of annual decrease; 1,532,792 TEU

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at Keelung Port, with 5.33% of annual increase; 1,820,968 TEU at Taichung Port, with 1.51% of annual increase; 1,618,131 TEU at Taipei Port, with 0.14% of annual decrease. The total volume of containers handled by the ports in Taiwan declined by 4.61% compared to 2019. In 2020, the volume of our operations was slightly affected by the pandemic, and the statistics are listed as follows:

I. CFS Import and Export Goods

1. Keelung Station: The increase in the operations was due to the increase in the volume of centralized inspection and the change in the mode of delivery by the shippers to compete for space, resulting in a 4.79% increase in the volume of operations.

2. Wudu Station: The volume declined by 3.51% decline due to carriers shifting import containers to other outside yards.

3. Taichung Station: The operating volume declined by 12.39% due to the impact of the pandemic.

4. Kaohsiung Station: The operating volume declined by 27.52% due to the impact of carrier route adjustments.

		Unit: Freight Ton	Unit: Freight Ton	Unit: Freight Ton
Year Station	2019	2020	Change	YoY
Keelung Station (Centralized Inspection Warehouse+ Keelung Yangmin Warehouse)	330,874	346,726	15,852	4.79%
Wudu Station	259,322	250,213	- 9,109	-3.51%
TaichungStation	586,017	513,435	- 72,582	-12.39%
KaohsiungStation	71,424	51,774	- 19,650	-27.52%
Total	1,247,637	1,162,148	- 85,489	-6.85%

II. CY Import and Export Empty/Heavy Cabinets

1. Keelung Station: The increase in CY operations resulted from the increase in carrier access rates.

2. Taichung Station: The decline in CY operations was due to the conversion of transshipment containers from the original sea corridors to land transportations.

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Unit: TEU

				Unit: TEU
Year Station	2019	2020	Change	YoY
KeelungStation	324,332	357,670	33,338	10.28%
Wudu Station	204,283	225,714	21,431	10.49%
Taichung Station (including the front and back lines)	1,065,397	1,003,030	- 62,367	-5.85%
Total	1,594,012	1,586,414	-7,598	-0.48%

III. The Import and Export Cabinet of Loading/Unloading Ships

1. Keelung Station: The increase in the volume of loading and unloading resulted from the increase in export cargoes on ocean-going routes in the second half of the year.

2. Taichung Station: The decline in traffic was due to the impact of the pandemic on northeast and southeast routes, and carriers responded to the phenomenon by reducing flights.

				Unit:TEU
Year Station	2019	2020	Change	YoY
KeelungStation	611,636	625,641	14,005	2%
TaichungStation	661,675	633,305	-28,370	-4%
Total	1,273,311	1,258,946	-14,365	-1%

Business Plans and Prospects of 2021:

In 2021, the China Container Terminal Corp. will focus on the expansion of business and the enhancement of the Company’s management.

1. Short-term development plan

2. (1) Doing General Rate Restoration for current customers, aiming to increase revenue from Pier 19 to Pier 21 in Keelung Port West.

(2) Expanding the business of Wudu Station.

• (3) Seeking new customers provocatively to enter Taichung Port Container Terminal.

• (4) Taichung Station actively pursuing wind power and free-trade-port-related business.

• (5) Planning to start a related logistics business.

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(6) Continuing to replace the old machines with new ones while actively striving for new customers to move in.

• (7) The company operating the lease of Container Terminals 19 to 21 in Keelung Port West to convince the former customers to continue berthing and general rate recovery (GRR), and to actively seek support from other shipping companies in order to increase the company's revenue and generate reasonable profits.

• (8) Improving the container turnaround rate, enhance venue utilization, and further increase revenue.

• (9) Enhancing the efficiency of loading and unloading of terminals, shortening the time of vessel calls, improving the container turnover rate and thus creating a vision of win-win situation with our customers.

• (10) The bridge machine track renewed to accommodate the newly purchased bridge machines while the old ones are replaced to improve the efficiency of loading and unloading operations at the terminal.

2.Long-term development plan

• (1) Cooperating with port companies to expand the scope of West Coast Terminal operations and reduce unit operating costs.

• (2) Actively striving to obtain the lease of idle container terminals at the Kaohsiung Port for autonomous operation.

• (3) Responding to the establishment of free trade port areas in various ports, we are able to meet the needs of container terminal operators for chartering, and in turn, will be able to attract new business.

Prospects of 2021

According to a report in December by shipping market consultant Alphalier, the cargo volumes of global container shipping market will decline at the ratio of 1.4% in 2020. In 2021, the global cargo volume is expected to increase by 3.5% and capacity shall increase by 3.9%; while in 2022, the global capacity will increase by 1.1% and cargo volume will increase by 3.2%. The capacity for the

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launch of new vessels in 2021 will be relatively relieved, and the supply and demand structure of the industry will improve in 2020.

According to the latest economic growth forecast released by IHS Markit in November 2020, the global economy is in deep recession due to the COVID-19 pandemic, only some new countries and China are recovering better than expected, thus the rate of global economic growth is raised to -4.2% in 2020. Mainland China remains the only major economy to perform positive growth. Prospecting 2021, the introduction of the COVID-19 vaccine is expected to boost the pace of global economic recovery, driven by the high growth of mainland China, and the global economic growth rate is forecasted to be 4.2% in 2021. However, the timing of the pandemic, the intensity of fiscal stimulus and trade relations will affect the pace of recovery and may lead to uneven growth among different countries.

In 2020, countries around the world are facing the challenge of choice between the management of pandemic and economic restart. Controlling the pandemic is crucial to limiting economic losses, but it is still difficult to determine whether it is due to poor fortune or inappropriate policies. Taiwan is the only country in the world that has been able to maintain positive economic growth while properly controlling the pandemic and has received global attention.

In early 2020, the Company predicted that the impact of the outbreak of pandemic would lead to a decrease in the handling volume of existing cross-strait routes. At the end of 2020, however, the handling volume at Keelung station increased by 2%, while the handling volume at Taichung station decreased by 4% due to the redeployment of routes by carriers in response to the full capacity, resulting in a 1% decrease in the overall volume of 2020. The first quarter of 2021 is expected to be better than the same period last year as carriers are still in a state of bursting. However, there are still uncertainties on whether the vaccination will be widely administered in various countries, when the vaccination will be unblocked in various countries, and when the movement of personnel and goods

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will return to normal.

Facing these market changes, the Company will seek external cooperation opportunities to maximize the effectiveness of its assets and increase its business competitiveness and will actively renew its equipment to improve efficiency and reduce labor costs to promote rate recovery and increase its revenue. We believe that with the experience and business partners we have accumulated over the years, we will be able to respond to current market changes. All employees will continue to work hard with diligence and sincerity to meet the expectations and trust of our shareholders.

Chairperson: Lin Hung-Nain

Manager: Wu Ching-Chang

Accounting Supervisor: Chen Zheng-Hong Chang Yin-Hsueh

February 24, 2021

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Attachment II

China Container Terminal Corp.

The 2020 Annual Account by the Supervisor

The Board of Directors had prepared and submitted the 2020 consolidated and parent company only financial statements to the accountants RuanLu Man-Yu and Hsu Yung-Chien of PwC Taiwan. The aforementioned accounts were checked and finalized by the accountants, along with issues such as the business reports and earnings distribution report has been finalized by the supervisor himself. The annual account was issued in accordance with related regulations such as Article 219 of the Company Act.

Yours sincerely,

2021 Shareholders General Meeting of China Container Terminal Corp.

Supervisor: Ma Chien-Chien

Supervisor: Lin Tzu-Jay

Supervisor: Chang Yin-Hsuen

Date: February 24, 2021.

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Attachment III

China Container Terminal Corp.

The Comparison Table of “Code of Ethical Conduct” before and after the Amendments

	Before		After	Description
	Article 4 (Prevention of conflicts of interest) Employees of the Company shall conduct their official duties in an objective and efficient manner and shall not exploit their power in the Company to improperly benefit themselves, their spouses,parents, childrenor relatives within the second degree of consanguinity. In the event of a conflict of interest in the Company's operations or business, the Company's personnel shall take the initiative to inform the Company of any potential conflict of interest with the Company.		Article 4 (Prevention of conflicts of interest) Employees of the Company shall conduct their official duties in an objective and efficient manner and shall not exploit their power in the Company to improperly benefit themselves, their spouses, or relatives within the second degree of consanguinity. In the event of a conflict of interest in the Company's operations or business, the Company's personnel shall take the initiative to inform the Company of any potential conflict of interest with the Company.	Amended in accordance with the law.
	Article 11 (Encouraging reporting on illegal or unethical activities) The Company’s personnel shall report to a supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct and provide relevant information to enable the Company to handle follow-up matters. All reports will be kept completely confidential and verified byindependent		Article 11 (Encouraging reporting on illegal or unethical activities) The Company’s personnel shall report to a supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct and provide relevant information to enable the Company to handle follow-up matters. The Company has established the “Regulations on the Handling of	Amended in accordance with the law.

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Before		After	Description
channels to protect the safety of the reporting party.		Internal and External Whistleblowers”, which allows anonymous reporting and all reports will be kept completely confidential and verified by independent channels to protect the safety of the reporting party.
Article 15 (Enforcement) This Code of Ethical Conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. This Code of Ethical Conduct was first approved by the board of directors on March 16, 2015.		Article 15 (Enforcement) This Code of Ethical Conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. This Code of Ethical Conduct was first approved by the board of directors on March 16, 2015. The 1st amendment was made on November 11, 2020.	Added the date of the latest amendment.

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2020 Consolidated Financial Statement

Attachment IV

Independent Auditors’ Report

(110) TSAI-SHEN-PAO-TZU No. 22003384

To China Container Terminal Corporation:

Opinion

We have audited the Consolidated Statement of Financial Position of China Container Terminal Corporation and its subsidiaries (hereinafter referred to as China Container Terminal Group) as of December 31, 2020 and 2019, the Consolidated Comprehensive Income Statement of January 1 to December 31, 2020 and 2019 as well as the Consolidated Statement of Changes in Equity, Consolidated Statements of Cash Flows and Consolidated Financial Statement Notes (including important accounting policies summary).

In our opinions, the compilation of the above consolidated financial statements present fairly, in all material respects, of the consolidated financial status of December 31, 2020 and 2019 in the China Container Terminal Group and the consolidated financial performance and consolidated cash flow of January 1 to December 31, 2020 and 2019 prepared according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and the announcement of the interpretations as endorsed by the Financial Supervisory Commission.

Basis for Opinion

The audit of the financial statements was conducted by us in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS) of the Republic of China. Our responsibilities under these standards will be further explained in the paragraph about the external auditor's responsibility on auditing. We are independent of the China Container Terminal Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key Audit Matters

Key audit matters refer to the most important matters on the audits to China Container Terminal Group’s consolidated financial statements for the year ended December 31, 2020 based on professional judgment. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, we won’t express opinions separately towards the matters.

The key audit matters in China Container Terminal Group’s consolidated financial statements for the year ended December 31, 2020 are as follows:

Assessment of the Impairment of Machine and Equipment

Description

For the accounting policies for machine and equipment, please refer to Note IV (XIII) in the notes to the consolidated financial statements. For the description of machine and equipment, please refer to Note VI (VI) in the notes to the consolidated financial statements. The balance of machine and equipment at Dec. 31, 2020 was NT$1,580,965,000.

The China Container Terminal Group conducted the assessment of the impairment of

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machine and equipment at the end of 2020. The recoverable amount of a cash-generating unit was measured at the value-in-use of the asset and used as the basis for judging if there is any impairment. Because the estimate of recoverable amount mainly includes future cash flow and discount rate, and many significant assumptions adopted in this process involve the subjective judgement by the management and have high uncertainty in estimate, the results of the accounting estimate based on it will have a material effect on the assessment of impairment. Therefore, we listed the China Container Terminal Group’s assessment of the impairment of machine and equipment as one of the most significant matters.

How the matter was addressed in our audit

The procedure that we performed in response to the above key audit matter is summarized below:

1. We assessed the key assumptions used by the management in the measurement of future cash flow, which includes the comparison with historical results, in order to assess the reasonability of the estimated revenue, gross profit and changes in expenses.

2. We assessed the reasonability of the basic assumptions used by the management in the estimation of future cash flow; We double-checked the parameter of the discount rate used, including the risk-free rate of return of the cost of equity and the reasonability of the risk coefficient for the industry.

Other matter - Parent company only financial statements

China Container Terminal Corporation has prepared the parent company only financial statements for fiscal year 2020 and 2019, with us issuing a report with unqualified opinions and other matters for reference.

Responsibility of the management and the governing body for the Consolidated Financial Statements

Management’s responsibility is to prepare the consolidated financial statements present fairly, in all material respects, according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and the announcement of the interpretations as endorsed by the Financial Supervisory Commission as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission as well as maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the consolidated financial statements, the responsibility of management also includes evaluating China Container Terminal Group’s capability of continuous operation, disclosure of relevant matters, and the application of continuous operation accounting model unless the management intends to liquidate China Container Terminal Group or suspend it business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governance unit at China Container Terminal Group (including supervisors) is responsible for supervising the process of financial reports.

Auditor's responsibilities for the audit of the consolidated financial statements

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The purpose of the consolidated financial statements audited by us is to obtain reasonable assurance on whether the significant untrue expression exists on the whole consolidated financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it won’t be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the consolidated financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

1. Identifying and evaluating the risk of major untrue expression on the consolidated financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in China Container Terminal Group.

3. Evaluating the adequacy of the accounting policies used by the management and the reasonability of the accounting evaluation and relevant disclosure concluded.

4. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management adopts and the existence of major uncertainty on events or situations with major concerns affecting China Container Terminal Group’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of consolidated financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause China Container Terminal Group not capable in continuous operation.

5. Evaluating the overall expression, structure and content of the consolidated financial statements (including relevant notes) as well as whether the consolidated financial statements present fairly, in all material respects, relevant transaction and events.

6. Obtaining sufficient and appropriated audit evidence of the financial information from the individual entity within China Container Terminal Group as well as express opinions towards financial statements. We are in charge of the directing, supervision, and execution on the consolidated audit cases as well as concluding audit opinions on the consolidated financial statements of China Container Terminal Group.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

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We have also provided information to the governing body that the personnel of the firm - under which we are working - who are subject to independence requirements have complied with the statement of independence in the R.O.C. CPA code of professional ethics and communicated to the governing body all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on China Container Terminal Group’s consolidated financial statements for the year ended December 31, 2020 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

P r i c e w a t e r h o u s e C o o p e r s T a i w a n

JUAN-LU, MAN-YU

CPA

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Former Financial Supervisory Commission, Executive Yuan

Approval Certificate No.: CHIN-KUAN-CHENG-SHENTZU No. 0990058257

Former Securities Management Commission, Ministry of Finance

Approval Certificate No.: (84) TAI-TSAI-CHENG (VI) No. 13377

Feb. 24, 2021

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China Container Terminal Corporation and Its Subsidiaries Consolidated Statement of Financial Position Dec. 31, 2020 and Dec. 31, 2019

Asset	Note VI (I) VI (II) VI (III) VI (IV) VI (IV) VI (IV) & VII (II) VI (V) VI (III) VI (VI) VI (VII) VI (VIII) VI (XXV) VI (IX)	Dec. 31,2020	% 5 1 - - 5 - 1 - 12 1 40 44 - - 2 1 88 100	Unit: NT$1,000 Dec. 31,2019 Amount % $ 395,914 3 43,878 - 10,000 - 17,068 - 520,474 5 6,011 - 106,321 1 81,000 1 1,180,666 10 299,753 3 4,457,278 39 5,149,631 45 52,226 - 2,658 - 169,191 1 234,537 2 10,365,274 90 $ 11,545,940 100
		Amount $ 550,245 91,135 10,000 3,504 493,636 7,966 127,798 38,032 1,322,316 120,487 4,512,350 4,874,296 52,226 2,291 164,943 122,293 9,848,886 $ 11,171,202		Amount $ 395,914 43,878 10,000 17,068 520,474 6,011 106,321 81,000 1,180,666 299,753 4,457,278 5,149,631 52,226 2,658 169,191 234,537 10,365,274 $ 11,545,940
Current assets 1100 Cash and cash equivalents 1120 Financial assets measured at fair value through profit or loss－current 1136 Financial assets measured at amortized cost－current 1150 Notes receivable, net 1170 Net accounts receivable 1180 Net accounts receivable－related party 130X Inventory 1470 Other current assets 11XX Total current assets Non-current assets 1535 Financial assets measured at amortized cost－non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Net investment property 1780 Intangible assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Non-Total current assets 1XXX Total assets

(Continued on next page)

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China Container Terminal Corporation and Its Subsidiaries Consolidated Statement of Financial Position Dec. 31, 2020 and Dec. 31, 2019

Liabilities and equity	Note VI (10) VII (II) VI (XI) VI (XI) VI (XXV) VI (XII) (XIII) VI (XV) VI (XVI) VI (XVII) VI (II) VI (XV) IX XI	Dec. 31,2020	% 5 1 - 1 - 3 1 11 10 8 42 1 61 72 13 1 - 16 2 1 ( 5 ) 28 - 28 100	Unit: NT$1,000 Dec. 31,2019 Amount % $ 670,000 6 99,111 1 583 - 148,237 1 346 - 363,375 3 147,326 1 1,428,978 12 1,160,834 10 921,879 8 4,907,298 43 108,413 1 7,098,424 62 8,527,402 74 1,484,235 13 99,665 1 37,728 - 1,730,467 15 190,712 2 4,530 - ( 528,987) ( 5) 3,018,350 26 188 - 3,018,538 26 $ 11,545,940 100
		Amount $ 495,000 126,420 273 112,033 431 379,361 147,423 1,260,941 1,170,685 922,849 4,643,449 97,375 6,834,358 8,095,299 1,484,235 101,768 41,266 1,730,467 195,164 51,787 ( 528,987) 3,075,700 203 3,075,903 $ 11,171,202		Amount $ 670,000 99,111 583 148,237 346 363,375 147,326 1,428,978 1,160,834 921,879 4,907,298 108,413 7,098,424 8,527,402 1,484,235 99,665 37,728 1,730,467 190,712 4,530 ( 528,987) 3,018,350 188 3,018,538 $ 11,545,940
Current liabilities 2100 Short-term borrowing 2170 Accounts payable 2180 Accounts payable－related party 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities－current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term loans 2570 Deferred tax liabilities 2580 Lease liabilities－non-current 2600 Other non-current liabilities 25XX Non-Total current liabilities 2XXX Total liabilities Equity attributable to owners of the parent company Share capital 3110 Share capital - common stock 3200 Additional paid-in capital Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interests 3400 Other equity interests 3500 Treasury stock 31XX Total equity attributable to owners of the parent company 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN Accounting supervisor ： CHEN, CHENG-HUNG

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China Container Terminal Corporation and Its Subsidiaries Consolidated Statement of Comprehensive Income From Jan. 1 to Dec. 31, 2020 and 2019

Unit: NT$1,000 (Except the unit of earnings per share is NT$)

Item

2020 2019 Note Amount % Amount % VI (XVIII) $ 2,830,493 100 $ 2,878,819 100 VI (V), (XIII) ( 2,503,397 ) ( 89)( 2,542,630 )( 88) 327,096 11 336,189 12 VI (XIII) (XXIII) (XXIV) ( 79,954 ) ( 3) ( 74,485 ) ( 2) ( 69,375 ) ( 2) ( 76,104 ) ( 3) XII (II) 42 - 78 - ( 149,287 ) ( 5)( 150,511 )( 5) 177,809 6 185,678 7 VI (XIX) 2,243 - 3,622 - VI (XX) 9,924 1 5,727 - VI (XXI) ( 21,055 ) ( 1) 281 - VI (XXII) ( 133,117 ) ( 5)( 142,644 )( 5) ( 142,005 ) ( 5)( 133,014 )( 5) 35,804 1 52,664 2 VI (XXV) ( 5,031 ) - ( 17,283 )( 1) $ 30,773 1 $ 35,381 1 VI (XIII) $ 3,087 - $ 5,798 - VI (II) 47,257 2 1,780 - VI (XXIV) ( 618 ) - ( 1,159 ) - $ 49,726 2 $ 6,419 - $ 80,499 3 $ 41,800 1 $ 30,748 1 $ 35,377 1 25 - 4 - $ 30,773 1 $ 35,381 1 $ 80,479 3 $ 41,778 1 20 - 22 - $ 80,499 3 $ 41,800 1 VI (XXVI) $ 0.23 $ 0.27 $ 0.23 $ 0.27

4000 Operating revenue 5000 Operating costs 5900 Gross operating profit Operating expenses 6100 Selling expenses 6200 Management expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other profits and losses 7050 Financial costs 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Net profit in the term Other comprehensive income Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax expenses related to items that will not be reclassified 8300 Other comprehensive income (net) 8500 Total comprehensive income in the term Net profit (loss) attributable to: 8610 Owners of the parent company 8620 Non-controlling interests Total comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interests Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Manager: WU, CHING-CHUAN

Chairperson: LIN, HUNG-NIEN

Accounting supervisor ： CHEN, CHENG-HUNG

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China Container Terminal Corporation and Its Subsidiaries Consolidated Statement of Cash Flows From Jan. 1 to Dec. 31, 2020 and 2019

2019 Balance at Jan. 1, 2019 Effects of retrospective application and retrospective restatement Balance after restatement at Jan. 1, 2019 Net profit in the term Other comprehensive income in the term Total comprehensive income in the term Appropriation and distribution of the earnings in 2018: VI (XVII) Legal reserve Cash dividends for common stock Capital increase by cash VI (XV) & (XVI) Compensation cost of employee stock options VI (XIV) & (XVI) Disposal of the stock of the parent company by subsidiaries seen as treasury stock transactions VI (XVI) Dividends from the parent company received by subsidiaries seen as treasury stock transactions Issuance of cash dividends for non-controlling interests Balance at Dec. 31, 2019 2020 Balance at Jan. 1, 2020 Net profit in the term Other comprehensive income in the term Total comprehensive income in the term Appropriation and distribution of the earnings in 2019: VI (XVII) Legal reserve Cash dividends for common stock Dividends from the parent company received by subsidiaries seen as treasury stock transactions VI (XVI) Issuance of cash dividends for non-controlling interests Balance at Dec. 31, 2020	Note	From Jan. 1, to Dec. 31, 2020 From Jan. 1, to Dec. 31, 2019 $ 52,570 $ 31,881 $ 1,730,467 $ 532,101 - - - ( 322,481 ) 52,570 31,881 1,730,467 209,620 - - - 35,377 - - - 4,621 - - - 39,998 - 5,847 - ( 5,847 ) - - - ( 41,964 ) 45,000 - - - 3,750 - - - ( 5,153 ) - - ( 11,095 ) 3,498 - - - - - - - $ 99,665 $ 37,728 $ 1,730,467 $ 190,712 $ 99,665 $ 37,728 $ 1,730,467 $ 190,712 - - - 30,748 - - - 2,474 - - - 33,222 - 3,538 - ( 3,538 ) - - - ( 25,232 ) 2,103 - - - - - - - $ 101,768 $ 41,266 $ 1,730,467 $ 195,164	From Jan. 1, to Dec. 31, 2019	From Jan. 1, to Dec. 31, 2019	$ 2,750 - 2,750 - 1,780 1,780 - - - - - - - $ 4,530 $ 4,530 - 47,257 47,257 - - - - $ 51,787	($ 552,743 ) - ( 552,743 ) - - - - - - - 23,756 - - ($ 528,987 ) ($ 528,987 ) - - - - - - - ($ 528,987 )	$ 3,031,261 ( 322,481 ) 2,708,780 35,377 6,401 41,778 - ( 41,964 ) 295,000 3,750 7,508 3,498 - $ 3,018,350 $ 3,018,350 30,748 49,731 80,479 - ( 25,232 ) 2,103 - $ 3,075,700	Unit: NT$1,000 $ 182 $ 3,031,443 - ( 322,481 ) 182 2,708,962 4 35,381 18 6,419 22 41,800 - - - ( 41,964 ) - 295,000 - 3,750 - 7,508 - 3,498 ( 16 ) ( 16 ) $ 188 $ 3,018,538 $ 188 $ 3,018,538 25 30,773 ( 5 ) 49,726 20 80,499 - - - ( 25,232 ) - 2,103 ( 5 ) ( 5 ) $ 203 $ 3,075,903
	$ 1,234,235 - 1,234,235 - - - - - 250,000 - - - - $ 1,484,235 $ 1,484,235 - - - - - - - $ 1,484,235			$ 532,101 ( 322,481 ) 209,620 35,377 4,621 39,998 ( 5,847 ) ( 41,964 ) - - ( 11,095 ) - - $ 190,712 $ 190,712 30,748 2,474 33,222 ( 3,538 ) ( 25,232 ) - - $ 195,164

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN

Accounting supervisor: CHEN, CHENGHUNG

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China Container Terminal Corporation and Its Subsidiaries

Consolidated Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and 2019

Cash flow from operating activities Net profit before tax in the term Adjustments Income and expenses Expected credit losses (gain on reversal) Depreciation expense Amortization expense Interest income Loss on disposal of property, plant and equipment Gain on disposal of right-of-use assets Interest expense Compensation cost of share-based payment Dividend income Changes in assets/liabilities relating to operating activities Net change in assets relating to operating activities Notes receivable Accounts receivable Accounts receivable－related party Other receivables Inventory Other current assets Net change in liabilities relating to operating activities Accounts payable Accounts payable－related party Other payables Other current liabilities Accrued pension liability Cash inflow generated from operations Interests received Interests paid Dividend received Income tax paid Net cash inflow from operating activities Cash flows from investing activities Disposal of financial assets measured at amortized cost Acquisition of financial assets measured at amortized cost Acquisition of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of property, plant and equipment Increase in prepayment for equipment Decrease (increase) in refundable deposits Net cash outflow in investing activities Cash flows from financing activities Borrowing of short-term borrowings Repayment of short-term borrowings Borrowing of long-term loans Repayment of long-term loans Decrease in deposits received Repayment of lease principal Issuance of cash dividends Capital increase by cash Disposal of treasury stock Issuance of cash dividends for non-controlling interests Net cash outflow from financing activities Increase in current cash and cash equivalents Beginning balance of cash and cash equivalents Ending balance of cash and cash equivalents

Unit: NT$1,000 Note From Jan. 1, to Dec. 31, 2020 From Jan. 1, to Dec. 31, 2019 $ 35,804 $ 52,664 XII (II) 42 ( 78 ) VI (VI), (VII), (XXIII) 616,452 608,688 VI (XXIII) 855 659 VI (XIX) ( 2,243 ) ( 3,622 ) VI (XXI) 19,557 28 VI (XXI) ( 731 ) ( 18 ) VI (XXII) 133,117 142,644 VI (XIV) - 3,750 VI (XIX) ( 1,740 ) ( 1,188 ) 13,482 ( 4,686 ) 26,877 ( 25,719 ) ( 1,954 ) 12,475 ( 548 ) ( 79 ) ( 1,344 ) ( 5,271 ) 45,680 ( 31,521 ) 27,309 ( 29,841 ) ( 310 ) ( 2,613 ) ( 46,097 ) 7,094 410 1,417 ( 8,569 ) ( 27,876 ) 856,049 696,907 2,390 3,655 ( 133,299 ) ( 142,597 ) 1,740 1,188 ( 346 ) ( 1,865 ) 726,534 557,288 531,767 310,833 ( 352,501 ) ( 299,853 ) VI (XXVII) ( 70,931 ) ( 123,014 ) ( 458 ) ( 773 ) 89 - VI (XXVII) ( 111,365 ) ( 186,675 ) ( 1,303 ) 919 ( 4,702 ) ( 298,563 ) 1,180,000 1,662,558 ( 1,355,000 ) ( 1,650,558 ) 126,000 108,000 ( 104,673 ) ( 177,995 ) - 250 ( 390,694 ) ( 370,880 ) ( 23,129 ) ( 38,466 ) VI (XV), (XVI) - 295,000 - 7,508 ( 5 ) ( 16 ) ( 567,501 ) ( 164,599 ) 154,331 94,126 395,914 301,788 $ 550,245 $ 395,914

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN

Accounting supervisor: CHEN, CHENGHUNG

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2020 Parent Company Only Financial Statement

Attachment V

Independent Auditors’ Report

(110) TSAI-SHEN-PAO-TZU No. 20003488

To China Container Terminal Corporation:

Opinion

We have audited the Parent Company Only Statement of Financial Statement of China Container Terminal Corporation (hereinafter referred to as the Company) as of December 31, 2020 and 2019, the Parent Company Only Comprehensive Income Statement of January 1 to December 31, 2020 and 2019 as well as the Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows and Parent Company Only Financial Statement Notes (including important accounting policies summary).

In our opinions, the compilation of the above Parent Company Only financial statements present fairly, in all material respects, of the Parent Company Only financial status of December 31, 2020 and 2019 in the Company and the Parent Company Only financial performance and Parent Company Only cash flow of January 1 to December 31, 2020 and 2019 prepared according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and the announcement of the interpretations as endorsed by the Financial Supervisory Commission.

Basis for Opinion

The audit of the financial statements was conducted by us in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS) of the Republic of China. Our responsibilities under these standards will be further explained in the paragraph about the external auditor's responsibility on auditing. We are independent of the Company in accordance with Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key Audit Matters

Key audit matters refer to the most important matters on the audits to the Company’s Parent Company Only financial statements for the year ended December 31, 2020 based on the

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professional judgment. The matters have been responded on the whole audited Parent Company Only financial statements and during the process of the expression of the audit opinions. There, we won’t express opinions separately towards the matters.

The key audit matters in the Company’s parent company only financial statements for the year ended December 31, 2020 are as follows:

Assessment of the Impairment of Machine and Equipment

Description

For the accounting policies for machine and equipment, please refer to Note IV (XII) in the notes to the consolidated financial statements. For the description of machine and equipment, please refer to Note VI (VII) in the notes to the consolidated financial statements. The balance of machine and equipment at Dec. 31, 2020 was NT$1,580,930,000.

The China Container Terminal Group conducted the assessment of the impairment of machine and equipment at the end of 2020. The recoverable amount of a cash-generating unit was measured at the value-in-use of the asset and used as the basis for judging if there is any impairment. Because the estimate of recoverable amount mainly includes future cash flow and discount rate, and many significant assumptions adopted in this process involve the subjective judgement by the management and have high uncertainty in estimate, the results of the accounting estimate based on it will have a material effect on the assessment of impairment. Therefore, we listed the China Container Terminal Group’s assessment of the impairment of machine and equipment as one of the most significant matters.

How the matter was addressed in our audit

The procedure that we performed in response to the above key audit matter is summarized below:

1. We assessed the key assumptions used by the management in the measurement of future cash flow, which includes the comparison with historical results, in order to assess the reasonability of the estimated revenue, gross profit and changes in expenses.

2. We assessed the reasonability of the basic assumptions used by the management in the estimation of future cash flow; We double-checked the parameter of the discount rate used, including the risk-free rate of return of the cost of equity and the reasonability of the risk coefficient for the industry.

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Responsibility of the Management and the Governing Body for the Parent Company Only Financial Statements

Management’s responsibility is to prepare the Parent Company Only Financial Statements present fairly, in all material respects, according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and the announcement of the interpretations as endorsed by the Financial Supervisory Commission as well as maintain necessary internal control related to the preparation of the Parent Company Only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the Parent Company Only Financial Statements, the responsibility of management also includes evaluating the Company’s capability of continuous operation, disclosure of relevant matters, and the application of continuous operation accounting model unless the management intends to liquidate the Company or suspend it business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governance unit at the Company (including supervisors) is responsible for supervising the process of financial reports

Auditor's responsibilities for the audit of the parent company only financial statements

The purpose of the Parent Company Only financial statements audited by us is to obtain reasonable assurance on whether the significant untrue expression exists on the whole Parent Company Only financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it won’t be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the Parent Company Only amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the Parent Company Only financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

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1. Identifying and evaluating the risk of major untrue expression on the Parent Company Only financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in the Company.

3. Evaluating the adequacy of the accounting policies used by the management and the reasonability of the accounting evaluation and relevant disclosure concluded.

4. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management adopts and the existence of major uncertainty on events or situations with major concerns affecting the Company’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of Parent Company Only financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause the Company not capable in continuous operation.

5. Evaluating the overall expression, structure and content of the Parent Company Only financial statements (including relevant notes) as well as whether the Parent Company Only financial statements present fairly, in all material respects, relevant transaction and events.

6. Obtaining sufficient and appropriated audit evidence of the financial information from the entities within the Company as well as express opinions towards financial statements. We are in charge of the directing, supervision, and execution on the Parent Company Only audit cases as well as concluding audit opinions on the Parent Company Only financial statements.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control

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identified during the auditing process).

We have also provided information to the governing body that the personnel of the firm— under which we are working—who are subject to independence requirements have complied with the statement of independence in the R.O.C. CPA code of professional ethics and communicated to the governing body all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on the Company’s Parent Company Only financial statements for the year ended December 31, 2020 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

P r i c e w a t e r h o u s e C o o p e r s T a i w a n

JUAN-LU, MAN-YU

CPA

HSU, YUNG-CHIEN

Former Financial Supervisory Commission, Executive Yuan

Approval Certificate No.: CHIN-KUAN-CHENG-SHENTZU No. 0990058257

Former Securities Management Commission, Ministry of Finance

Approval Certificate No.: (84) TAI-TSAI-CHENG (VI) No. 13377

Feb. 24, 2021

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China Container Terminal Corporation Parent Company Only Statement of Financial Position Dec. 31, 2020 and 2019

Assets	Note VI (I) VI (II) VI (IV) VI (IV) VI (IV) & VII VI (V) VI (III) & VIII VI (VI) VI (VII) & VIII VI (VIII) VI (IX) & VIII VI (XXVI) VI (X) & (XIV)	Dec. 31,2020	% 4 1 - 4 - 1 1 11 1 1 40 44 1 - 1 1 89 100	Unit: NT$1,000 Dec. 31,2019 Amount % $ 349,208 3 43,878 - 17,068 - 487,202 4 6,288 - 106,321 1 80,894 1 1,090,859 9 297,253 3 99,389 1 4,456,103 39 5,149,342 45 52,226 - 2,658 - 136,025 1 235,464 2 10,428,460 91 $ 11,519,319 100
		Amount $ 464,101 91,135 3,504 461,072 8,207 127,798 37,134 1,192,951 117,987 148,400 4,511,451 4,874,145 52,226 2,291 132,907 127,269 9,966,676 $ 11,159,627		Amount $ 349,208 43,878 17,068 487,202 6,288 106,321 80,894 1,090,859 297,253 99,389 4,456,103 5,149,342 52,226 2,658 136,025 235,464 10,428,460 $ 11,519,319
Current assets 1100 Cash and cash equivalents 1120 Financial assets measured at fair value through profit or loss－current 1150 Notes receivable, net 1170 Net accounts receivable 1180 Accounts receivable－related party, net 130X Inventory 1470 Other current assets 11XX Total current assets Non-current assets 1535 Financial assets measured at amortized cost－non-current 1550 Investment accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Net investment property 1780 Intangible assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Non-Total current assets 1XXX Total assets

(Continued on next page)

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China Container Terminal Corporation

Parent Company Only Statement of Financial Position Dec. 31, 2020 and 2019

Liabilities and equity	Note VI (XI) VII VI (XII) VI (XII) VI (XXVI) VI (VI) & (XIII) VI (XVI) VI (XVII) VI (XVIII) VI (II) VI (XVI) IX XI	Dec. 31,2020	% 4 1 1 1 - 3 1 11 11 8 42 - 61 72 13 1 - 16 2 1 ( 5 ) 28 100	Unit: NT$1,000 Dec. 31,2019 Amount % $ 630,000 6 99,111 1 134,134 1 93,577 1 - - 363,100 3 146,061 1 1,465,983 13 1,160,834 10 921,879 8 4,907,274 43 44,999 - 7,034,986 61 8,500,969 74 1,484,235 13 99,665 1 37,728 - 1,730,467 15 190,712 2 4,530 - ( 528,987) ( 5) 3,018,350 26 $ 11,519,319 100
		Amount $ 455,000 126,420 137,458 60,191 - 379,221 146,154 1,304,444 1,170,685 922,849 4,643,437 42,512 6,779,483 8,083,927 1,484,235 101,768 41,266 1,730,467 195,164 51,787 ( 528,987) 3,075,700 $ 11,159,627		Amount $ 630,000 99,111 134,134 93,577 - 363,100 146,061 1,465,983 1,160,834 921,879 4,907,274 44,999 7,034,986 8,500,969 1,484,235 99,665 37,728 1,730,467 190,712 4,530 ( 528,987) 3,018,350 $ 11,519,319
Current liabilities 2100 Short-term borrowing 2170 Accounts payable 2180 Accounts payable－related party 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities－current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term loans 2570 Deferred tax liabilities 2580 Lease liabilities－non-current 2600 Other non-current liabilities 25XX Non-Total current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital - common stock 3200 Additional paid-in capital Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interests 3400 Other equity interests 3500 Treasury stock 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN Accounting supervisor: CHEN, CHENGHUNG

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China Container Terminal Corporation Parent Company Only Statement of Comprehensive Income From Jan. 1 to Dec. 31, 2020 and 2019

Item

Unit: NT$1,000 (Except the unit of earnings per share is NT$) 2 0 2 0 2 0 1 9 Note ~~A~~ ~~m~~ ~~o~~ ~~u~~ ~~n~~ ~~t~~ ~~%~~ ~~A~~ ~~m~~ ~~o~~ ~~u~~ ~~n~~ ~~t~~ ~~%~~ ~~VI (XIX) & VII~~ ~~$~~ ~~2,721,294~~ ~~100~~ ~~$~~ ~~2,756,698~~ ~~100~~ VI (V) & (XIV) ( 2,411,722 ) ( 89)( 2,436,695 )( 88) ~~309,572~~ ~~11~~ ~~320,003~~ ~~12~~ VI (XIV) (XXIV) (XXV) ( 74,534 ) ( 3) ( 68,637 ) ( 2) ( 65,578 ) ( 2) ( 72,979 ) ( 3) XII (II) 42 - 78 - ( ~~140,070 )~~ ~~(~~ ~~5)~~( ~~141,538 )~~( ~~5)~~ ~~169,502~~ ~~6~~ ~~178,465~~ ~~7~~ VI (XX) 2,113 - 3,355 - VI (XXI) 9,909 1 5,721 - VI (XXII) ( 20,879 ) ( 1) 1,873 - VI (XXIII) ( 132,692 ) ( 5) ( 142,149 ) ( 5) VI (VI) 5,890 - 9 - ( 135,659 ) ( 5)( 131,191 )( 5) ~~33,843~~ ~~1~~ ~~47,274~~ ~~2~~ VI (XXVI) ( 3,095 ) - ( 11,897 ) - ~~$~~ ~~30,748~~ ~~1~~ ~~$~~ ~~35,377~~ ~~2~~ VI (XIV) $ 4,966 - ($ 424 ) - VI (II) 47,257 2 1,780 - ( 1,499 ) - 4,960 - VI (XXVI) ( 993 ) - 85 - $ 49,731 2 $ 6,401 - $ 80,479 3 $ 41,778 2 VI (XXVII) $ 0.23 $ 0.27 ~~$~~ ~~0.23~~ ~~$~~ ~~0.27~~

~~4000~~ ~~Operating revenue~~ 5000 Operating costs 5950 Gross operating profit, net Operating expenses 6100 Selling expenses 6200 Management expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other profits and losses 7050 Financial costs 7070 Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Net profit in the term Other comprehensive income Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of the other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method - items that will not be reclassified to profit or loss 8349 Income tax expenses related to items that will not be reclassified 8300 Other comprehensive income (net) 8500 Total comprehensive income in the term Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Manager: WU, CHING-CHUAN

Chairperson: LIN, HUNG-NIEN

Accounting supervisor: CHEN, CHENG-HUNG

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China Container Terminal Corporation Parent Company Only Statement of Changes in Equity From Jan. 1 to Dec. 31, 2020 and 2019

Unit: NT$1,000

2019 Balance at Jan. 1, 2019 Effects of retrospective application and retrospective restatement Balance after restatement at Jan. 1, 2019 Net profit in the term Other comprehensive income in the term Total comprehensive income in the term Appropriation and distribution of the earnings in 2018: Legal reserve Cash dividends for common stock Capital increase by cash Compensation cost of employee stock options Disposal of the stock of the parent company by subsidiaries seen as treasury stock transactions Dividends from the parent company received by subsidiaries seen as treasury stock transactions Balance at Dec. 31, 2019 2020 Balance at Jan. 1, 2020 Net profit in the term Other comprehensive income in the term Total comprehensive income in the term Appropriation and distribution of the earnings in 2019: Legal reserve Cash dividends for common stock Dividends from the parent company received by subsidiaries seen as treasury stock transactions Balance at Dec. 31, 2020	Note		Share capital - common stock		Additional paid-in capital			Retained earnings	Retained earnings			Unrealized gains or losses on financial assets at fair value through other comprehensive income	Unrealized gains or losses on financial assets at fair value through other comprehensive income		Treasury stock transactions	Total equity
							Legal reserve		Special reserve		Unappropriated earnings
	VI (XVIII) VI (XVI) VI (XV) VI (XVII) VI (XVII) VI (XVIII) VI (XVII)		$ 1,234,235 - 1,234,235 - - - - - 250,000 - - - $ 1,484,235 $ 1,484,235 - - - - - - $ 1,484,235		$ 52,570 - 52,570 - - - - - 45,000 3,750 ( 5,153 ) 3,498 $ 99,665 $ 99,665 - - - - - 2,103 $ 101,768		$ 31,881 - 31,881 - - - 5,847 - - - - - $ 37,728 $ 37,728 - - - 3,538 - - $ 41,266		$ 1,730,467 - 1,730,467 - - - - - - - - - $ 1,730,467 $ 1,730,467 - - - - - - $ 1,730,467		$ 532,101 ( 322,481 ) 209,620 35,377 4,621 39,998 ( 5,847 ) ( 41,964 ) - - ( 11,095 ) - $ 190,712 $ 190,712 30,748 2,474 33,222 ( 3,538 ) ( 25,232 ) - $ 195,164		$ 2,750 - 2,750 - 1,780 1,780 - - - - - - $ 4,530 $ 4,530 - 47,257 47,257 - - - $ 51,787		($ 552,743 ) - ( 552,743 ) - - - - - - - 23,756 - ($ 528,987 ) ($ 528,987 ) - - - - - - ($ 528,987 )	$ 3,031,261 ( 322,481 ) 2,708,780 35,377 6,401 41,778 - ( 41,964 ) 295,000 3,750 7,508 3,498 $ 3,018,350 $ 3,018,350 30,748 49,731 80,479 - ( 25,232 ) 2,103 $ 3,075,700

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN

Accounting supervisor: CHEN, CHENG-HUNG

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China Container Terminal Corporation Parent Company Only Statement of Cash Flows From Jan. 1 to Dec. 31, 2020 and 2019

Unit: NT$1,000

Cash flow from operating activities Net profit before tax in the term Adjustments Income and expenses Gain on reversal or bad debt expense of expected credit loss Depreciation expense Amortization expense Interest income Loss on the disposal and obsolescence of property, plant and equipment Gain on disposal of right-of-use assets Interest expense Dividend income Compensation cost of share-based payment Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Changes in assets/liabilities relating to operating activities Net change in assets relating to operating activities Notes receivable Accounts receivable Accounts receivable－related party Other receivables Inventory Other current assets Net change in liabilities relating to operating activities Accounts payable Accounts payable－related party Other payables Other current liabilities Accrued pension liability Cash inflow generated from operations Interests received Interests paid Dividend received Income tax paid Net cash inflow from operating activities

Note From Jan. 1, 2020 to Dec. 31,2020 From Jan. 1, 2019 to Dec. 31,2019 $ 33,843 $ 47,274 XII (II) ( 42 ) ( 78 ) VI (VII) & (VIII) (XXIV) 615,771 608,135 VI (XXIV) 855 659 VI (XX) ( 2,113 ) ( 3,355 ) VI (XXII) 19,557 20 ( 731 ) ( 18 ) VI (XXIII) 132,692 142,149 VI (XXI) ( 1,740 ) ( 1,188 ) VI (XV) - 3,750 VI (VI) ( 5,890 ) ( 9 ) 13,646 ( 4,687 ) 26,091 ( 34,307 ) ( 1,920 ) 12,424 ( 199 ) ( 80 ) ( 3,302 ) ( 5,271 ) 43,813 ( 32,944 ) 29,267 ( 29,841 ) 3,324 ( 10,772 ) ( 29,657 ) 8,328 ( 11,383 ) 1,378 116 ( 446 ) 861,998 701,121 2,259 3,385 ( 133,010 ) ( 142,159 ) 1,740 1,188 - ( 1,346 ) 732,987 562,189

(Continued on next page)

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China Container Terminal Corporation Parent Company Only Statement of Cash Flows From Jan. 1 to Dec. 31, 2020 and 2019

Cash flows from investing activities Disposal of financial assets measured at amortized cost Acquisition of financial assets measured at amortized cost Acquisition of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of property, plant and equipment Acquisition of subsidiaries accounted for using the equity method Issuance of cash dividends by investee companies accounted for using the equity method Increase in prepayment for equipment Decrease (increase) in refundable deposits Net cash outflow in investing activities Cash flows from financing activities Borrowing of short-term borrowings Repayment of short-term borrowings Borrowing of long-term loans Repayment of long-term loans Repayment of lease principal Decrease in deposits received Issuance of cash dividends Capital increase by cash Net cash outflow from financing activities Increase in current cash and cash equivalents Beginning balance of cash and cash equivalents Ending balance of cash and cash equivalents

Unit: NT$1,000 Note From Jan. 1, 2020 to Dec. 31,2020 From Jan. 1, 2019 to Dec. 31,2019 $ 531,767 $ 300,033 ( 352,501 ) ( 299,853 ) VI (XXVIII) ( 70,931 ) ( 123,014 ) ( 458 ) ( 773 ) 89 - VI (VI) ( 46,189 ) - 1,185 4,474 VI (XXVIII) ( 111,366 ) ( 186,675 ) ( 503 ) 920 ( 48,907 ) ( 304,888 ) 1,180,000 1,662,558 ( 1,355,000 ) ( 1,642,558 ) 126,000 108,000 ( 104,673 ) ( 177,995 ) ( 390,282 ) ( 370,620 ) - 250 VI (XVIII) ( 25,232 ) ( 41,964 ) VI (XVI) - 295,000 ( 569,187 ) ( 167,329 ) 114,893 89,972 349,208 259,236 $ 464,101$ 349,208

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: LIN, HUNG-NIEN

Manager: WU, CHING-CHUAN

Accounting supervisor: CHEN, CHENG-HUNG

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Attachment VI

China Container Terminal Corporation

Table of Earnings Distribution

Dec. 31, 2020

Unit: NT$

					Unit: NT$
Summary			Amount		Description
Beginning balance of retained earnings (accumulated lo		$	161,941,857		1
Plus (minus): Adjustment to retained earnings			3,973,678		2 (1)
Adjustment to retained earnings				-	2 (2)
Adjustment to retained earnings	(		1,499,556	)	2 (3)
Adjustment to retained earnings				-	2 (4)
Adjustment to retained earnings				-	2 (5)
Unappropriated retained earnings after the adjustment
(accumulated losses)			164,415,979
Plus (minus): Net income after tax in the fiscal year			30,747,124
Minus: Provision of legal reserve	(		3,322,125	)	3
Plus (minus): Reversal (provision) of special reserve				-
Distributable earnings			191,840,978
Items of distribution:
Stock dividends				-
Cash dividends		(	29,684,692	)	NT$0.2 for each share
Endingbalance of retained earnings		$	162,156,286

1. This refers to the retained earnings after the distribution of earnings in fiscal year 2019 was decided by the resolution of 2020 Annual Shareholders' Meeting.

2. This refers to the adjustments made to the retained earnings because of the accounting treatments in in fiscal year 2020 and may include the following cases:

(1)Actuarial gains and losses of defined benefit plans: The actuarial losses in fiscal year 2020 (A change in actuarial gains and losses cannot be deferred and shall be regarded as part of the current expenses in accordance with the IFRS.)

(2) The disposal or cancellation of treasury shares shall be debited to the additional paid-in capital generated from the transaction of treasury shares. This was debited to the retained earnings because the additional paid-in capital was not enough.

(3) Adjustment made to the retained earnings because of investing activities accounted for using the equity method (recognized in the income from investing activities – adjustment to the actuarial gains and losses from the pension provided by subsidiaries).

(4) The adjustment in the event of the first-time adoption of International Financial Reporting Standards.

(5) Sale of the financial assets measured at FVTOCI transferred to retained earnings.

1. Legal reserve shall be provided in accordance with relevant laws and regulations and the Company’s articles of incorporation. The distribution of earnings in the financial statements for fiscal year 2020 was decided in accordance with the CHING-SHANG-TZU No. 10802432410 letter sent by the MOEA on Jan. 9, 2020. The basis for provision shall be “the amount of net income after tax in the fiscal year plus the accounting items other than the net income after tax in the fiscal year that was recognized in the undistributed earnings in the fiscal year”. There is no need of retrospective adjustment to the legal reserves provided in the past fiscal years.

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Attachments VII

China Container Terminal Corp.

The Comparison Table of “Articles of Incorporation” before and after Amendments

Before		After	Descriptio n
Article 10 Resolutions at a shareholders meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Each shareholder shall have one voting right per share.		Article 10 Resolutions at a shareholders meeting shall, unless otherwise provided for in the Company Actand relevant laws and regulations,be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Each shareholder shall have one voting right per share.	Amended in accordance with the law.
Article 13 The Company has 9 directors and 3 supervisors, including at least 2 independent directors and no less than one- fifth of the total number of directors. Directors and supervisors are elected by the shareholders meeting for a term of 3 years and are eligible for re-election. The total number of registered shares held by all directors and supervisors is determined in accordance with the standards set forth in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” issued by the competent authority in charge of securities affairs.		Article 13 The Company has 9to 13 directors and 3 supervisors, including at least 2 independent directors and no less than one-fifth of the total number of directors. Directors and supervisors are elected by the shareholders meeting for a term of 3 years and are eligible for re-election. The total number of registered shares held by all directors and supervisors is determined in accordance with the standards set forth in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” issued by the competent authority in charge of securities affairs.	Amended to meet the operational needs of the Company.

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Before	After	Descriptio n
Article 16 The board of directors shall be called at least quarterly and, if necessary, may call interim meetings. Unless otherwise provided in the Company Law, the meeting shall be convened by the Chairman of the board, who shall notify the directors and supervisors of the reasons for the meeting seven days in advance, and the resolution shall be made by the presence of a majority of the directors and upon the consent of a majority of the directors present, and the meeting of the board of directors may be convened by notice in writing, facsimile or electronic means. The directors shall attend the meeting of board of directors in person. If a director is unable to attend a meeting of the board of directors, he/she may appoint a proxy in his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy, provided that the proxy is limited to be appointed by one director. The regulations of the board of directors meetings shall be governed by the “Rules of Procedure for Board of Directors Meetings”.	Article 16 The board of directors shall be called at least quarterly and, if necessary, may call interim meetings. Unless otherwise provided in the Company Lawand related regulatons, the meeting shall be convened by the Chairman of the board, who shall notify the directors and supervisors of the reasons for the meeting seven days in advance, and the resolution shall be made by the presence of a majority of the directors and upon the consent of a majority of the directors present, and the meeting of the board of directors may be convened by notice in writing, facsimile or electronic means. The directors shall attend the meeting of board of directors in person. If a director is unable to attend a meeting of the board of directors, he/she may appoint a proxy in his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy, provided that the proxy is limited to be appointed by one director. The regulations of the board of directors meetings shall be governed by the “Rules of Procedure for Board of Directors Meetings”.	Amended in accordance with the law.

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	Before		After	Descriptio n
	Article 18 Any vacancy in the board shall be filled by re-electionto fulfill the unexposed term of office of the predecessor, however,if the vacancy does not reach one-third of the total seats of the directors, the re-election may without the need to conduct.		Article 18 Any vacancy in the board shall be filled by re-election according to the regulations issued by competent authorityto fulfill the unexposed term of office of the predecessor, however, if the vacancy does not reach one-third of the total seats of the directors, the re-election may without the need to conduct.	Revised the wordings.
	Article 24-1 If there is any surplus in the Company's annual financial statements, the Company shall first pay taxes payable and make up for accumulated deficits, and then set aside 10% for the legal reserve and special reserve, and then appropriate 30%to 80%of the remaining as dividends and bonuses to shareholders (at least 20% of which shall be paid in the form of cash dividends), and the remainder shall be recognized as unappropriated earnings. The board of directors shall prepare a proposal for the distribution of dividends. In the case of issuance of new shares, a resolution shall be submitted to the shareholders' meeting for distribution for approval; in the case of cash dividends, the resolution shall be adopted bya		Article 24-1 If there is any surplus in the Company's annual financial statements, the Company shall first pay taxes payable and make up for accumulated deficits, and then set aside 10% for the legal reserve and special reserve, and then appropriate the remainingplus the undistributed earing of the last periodas dividends and bonuses to shareholders.The amount of the dividends distributed to the shareholders shall be no less than 30%of the distributable earings of the year (at least 20% of which shall be paid in the form of cash dividends), and the remainder shall be recognized as unappropriated earnings. The board of directors shall prepare a proposal for the distribution of dividends. In the case of issuance of new shares,a resolution shall be	Amended in accordance with the law.

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Before		After	Descriptio n
majority vote at a meeting of the board of directors attended by two- thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting according to paragraph 5 of article 240 of Company Act.		submitted to the shareholders' meeting for distribution for approval; the resolution shall be adopted by a majority vote at a meeting of the board of directors attended by two- thirds of the total number of directors,and the dividends and bonuses which are distributable or all or part of the legal reserve and the additional paid-in capital will be provided for the issuance of cash dividends according to Paragraph 5 of Article 240 andParagraph 1 of Article 241of the Company Act.In addition, a report of such distribution shall be submitted to the shareholders’ meeting.
Article 28 ……………… The 32nd amendment was made on May 28, 2020.		Article 28 ……………… The 32nd amendment was made on May 28, 2020. The 33rd amendment was made on ○○○, 2020.	Added the date of the latest amendment.

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Attachments VIII

China Container Terminal Corp.

The Comparison Table of “Rules of Procedure for Shareholders Meeting” before and after Amendments

Before

Article 3 (Convening shareholders meetings and shareholders meeting notices)

After

Article 3 (Convening shareholders meetings and shareholders meeting notices)

Description

Amended in accordance with the law.

Paragraph 1, 2 and 3 are omitted.

Paragraph 1, 2 and 3 are omitted.

Election or dismissal of directors or Election or dismissal of directors or supervisors, amendments to the Articles supervisors, amendments to the Articles of Incorporation, reduction of capital, of Incorporation, reduction of capital, application for the approval of ceasing its application for the approval of ceasing its status as a public company, approval of status as a public company, approval of competing with the company by competing with the company by directors, surplus profit distributed in the directors, surplus profit distributed in the form of new shares, reserve distributed in form of new shares, reserve distributed in the form of new shares, the dissolution, the form of new shares, the dissolution, merger, or demerger of the corporation, merger, or demerger of the corporation, or any matter under Article 185, or any matter under Article 185, paragraph 1 of the Company Act shall be paragraph 1 of the Company Act, Article set out and the essential contents 26-1 and 43-6 of the Securities and explained in the notice of the reasons for Exchange Act and Article 56-1 and 60-2 convening the shareholders meeting. of the Regulations Governing the None of the above matters may be raised Offering and Issuance of Securities by by an extraordinary motion; the essential Securities Issuers shall be set out and the contents may be posted on the website essential contents explained in the notice designated by the competent authority in of the reasons for convening the charge of securities affairs or the shareholders meeting. None of the above corporation, and such website shall be matters may be raised by an extraordinary indicated in the above notice. motion. Paragraph 5 is omitted. Paragraph 5 is omitted.

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Description

Before

After

Before	Before	After	After	Description
	A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda 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. Paragraph 7,8 and 9 are omitted.		A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. 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. A shareholder may make a proposal to promote the public interest or fulfill social responsibility, but such proposal shall be limited to one in accordance with Article 172-1 of the Company Act; any proposal exceeding one shall be excluded from the resolution. Paragraph 7,8 and 9 are omitted.
	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 attendingshareholders do not		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 timeand announce the number of non-voting	Amended in accordance with the law.

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Description

Before

After

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 one 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.

shares and the number of shares present at the same time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one 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 If the quorum is not met after two postponements as referred to in the postponements as referred to in the preceding paragraph, but the attending preceding paragraph, but the attending shareholders represent one third or more shareholders represent one third or more of the total number of issued shares, a of the total number of issued shares, a tentative resolution may be adopted tentative resolution may be adopted pursuant to Article 175, paragraph 1 of pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall the Company Act; all shareholders shall be notified of the tentative resolution and be notified of the tentative resolution and another shareholders meeting shall be another shareholders meeting shall be convened within one month. convened within one month. When, prior to conclusion of the meeting, When, prior to conclusion of the meeting, the attending shareholders represent a the attending shareholders represent a majority of the total number of issued majority of the total number of issued shares, the chair may resubmit the shares, the chair may resubmit the tentative resolution for a vote by the tentative resolution for a vote by the shareholders meeting pursuant to Article shareholders meeting pursuant to Article 174 of the Company Act. 174 of the Company Act.

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Before		After	Description
Article 14 (Election of directors and supervisors) The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.		Article 14 (Election of directors and supervisors) The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and names of those not elected and the numbers of votes they received.	Amended in accordance with the law.
Article 20 ………………………… The 6th amendment was made in a regular meeting of shareholders on May 28, 2020.		Article 20 ………………………… The 6th amendment was made in a regular meeting of shareholders on May 28, 2020. The 7th amendment was made in a regular meeting of shareholders on ○○○○, 2021.	Added the date of the latest amendment.

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Appendix I

China Container Terminal Corp.

Articles of Incorporation (before Amendment)

Chapter I General

• Article 1: The Company is organized under the Company Act and is named “China Container Terminal Corp.”

• Article 2: The Company’s scope of business is as follow:.

• G404011 Container Terminal Operators.

• G409050 Exclusive Industrial Harbor and Exclusive Industrial Wharfs Ship Stevedore Operator.

• G702010 Ship service Operator.

• E604010 Machinery Installation.

• JA02990 Other Repair.

• G801010 Warehousing.

• IZ06010 Tally Packaging.

• F113010 Wholesale of Machinery.

• F401010 International Trade.

• 10 I301010 Software Design Services.

• G406061 Harbor Cargoes Forwarding Services.

• H703100 Real Estate Leasing.

• JE01010 Rental and Leasing.

• H701010 Housing and Building Development and Rental.

• H701020 Industrial Factory Development and Rental.

• H701040 Specific Area Development.

• H701050 Investment, Development and Construction in Public Construction.

• H701060 New Towns, New Community Development.

• CD01070 Commercial Port Area Ship-repair.

• G403010 Vessel Rental.

• G301011 Vessel Carriers.

• IG03010 Energy Technical Services.

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

• Article 2-1: The total amount of the Company’s reinvestment may exceed 40% of the Company’s paid-in capital.

• Article 2-2: The Company may make endorsements and guarantees in accordance with the Procedure for Endorsement and Guarantees.

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• Article 3: The Company’s headquarters is located in New Taipei City, Taiwan. If necessary, the Company may establish branches or offices in other appropriate locations in Taiwan or abroad, which may be established, abolished, or changed by resolution of the board of directors.

Chapter II Shares

• Article 4: The Company’s capital is set at NT$1.8 billion, divided into 180 million shares at NT$10 per share, of which the unissued shares are authorized to be issued by the board of directors in installments.

• Article 5: The shares issued by the Company may be issued without the printing of share certificates, but shall be registered with the centralized securities depository.

• Article 6: The Company reserves shares for subscription by employees upon issuance of new shares for subordinate employees who meet certain criteria, which are authorized to be set by the board of directors.

• Article 7: The Company’s share affairs are handled in accordance with relevant laws and regulations prescribed by competent authority in charge of securities affairs.

• Article 8: Within 60 days prior to the date of each regular meeting of shareholders, within 30 days prior to the date of an special meeting of shareholders, or within 5 days prior to the date on which the Company decides to distribute dividends and bonuses or other benefits, the share transfer registration is suspended.

Chapter III Shareholders Meeting

• Article 9: The Company’s shareholders meetings are as the following two types:

• Regular meetings of shareholders shall be convened once a year by the board of directors, within 6 months after the end of each fiscal year.

• Special meetings of shareholders shall be convened as required by law.

The shareholders shall be notified 30 days in advance of the convening of the regular meeting and 15 days in advance of the convening of the special meeting.

• Article 10: Resolutions at a shareholders meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Each shareholder shall have one voting right per share.

• 47 -

• Article 11: If a shareholder is unable to attend a shareholders meeting in person, he/she may appoint a proxy in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. The use of the aforementioned power of attorney is governed by Article 177 of the Company Act and the regulations prescribed by the competent authorities.

• Article 12: When the government or a juristic person is a shareholder, its proxy shall not be limited to 1 person, provided that the voting right that may be exercised shall be calculated on the basis of the total number of voting shares it holds.

In case the aforesaid proxies are 2 persons or more, they shall exercise their voting right jointly.

Chapter IV Directors and Supervisors

• Article 13: The Company has 9 directors and 3 supervisors, including at least 2 independent directors and no less than one-fifth of the total number of directors.

• Directors and supervisors are elected by the shareholders meeting for a term of 3 years and are eligible for re-election. The total number of registered shares held by all directors and supervisors is determined in accordance with the standards set forth in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” issued by the competent authority in charge of securities affairs.

• Article 13-1: The election of directors and supervisors of the Company shall be based on the candidates nomination system in accordance with Article 192-1 and Article 216-1 of the Company Act, and the shareholders shall elect the directors and supervisors from the list of candidates.

• Article 14-1: The board of directors shall elect a chairman from among its members with the presence of at least two-thirds of the directors and the consent of a majority of the directors present, and shall elect a vice chairman from among its members as the business needs arise.

• Article 15: The chairperson of the board of directors shall internally preside the shareholders meeting and the meeting of the board of directors; and shall externally represent the Company. In case the chairperson of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the vice chairperson shall act on his behalf. In case there is no vice chairperson, or the vice chairperson is also on leave or absent or unable to exercise his power and authority for any cause, the chairperson

• 48 -

of the board of directors shall designate one of the directors.

• Article 16: The board of directors shall be called at least quarterly and, if necessary, may call interim meetings. Unless otherwise provided in the Company Law, the meeting shall be convened by the Chairman of the board, who shall notify the directors and supervisors of the reasons for the meeting seven days in advance, and the resolution shall be made by the presence of a majority of the directors and upon the consent of a majority of the directors present, and the meeting of the board of directors may be convened by notice in writing, facsimile or electronic means.

• The directors shall attend the meeting of board of directors in person. If a director is unable to attend a meeting of the board of directors, he/she may appoint a proxy in his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy, provided that the proxy is limited to be appointed by one director.

• The regulations of the board of directors meetings shall be governed by the “Rules of Procedure for Board of Directors Meetings”.

• Article 17: The powers and duties of the board of directors are as follows:

• Approval of business guideline(s) and business plan(s).

• Approval of the Articles of Incorporation.

• Review of annual budget reports and financial statements..

• Determination of surplus earnings distribution plan(s).

• Approval of increase or decrease of capital

• Guidance of business development.

• Appointment and discharge of key managerial officers.

• Approval of the purchase and disposal of important property and real estate.

• Other matters required by law or authorized by shareholders meeting.

• Article 18: Any vacancy in the board shall be filled by re-election to fulfill the unexposed term of office of the predecessor, however, if the vacancy does not reach one-third of the total seats of the directors, the re-election may without the need to conduct.

• Article 19: In addition to performing supervisory duties in accordance with the law, the supervisors may attend the board of directors’ meetings to present their opinions, but have no voting rights.

• Article 20: Unless the Board of Directors does not or cannot convene a shareholders' meeting, the Supervisor may convene a shareholders' meeting when necessary for the benefit of the Company and may request a report from the Board of Directors.

• Article 20-1: A supervisor may not be a director, managerial officer or other employees of the Company.

• 49 -

• Article 20-2: Supervisor shall sign and seal the books of accounts audited by him/her and shall submit a report at the meeting of the shareholders.

• Article 21: The powers and duties of the superviosrs are as follows:

• Review of business plans resolved by the board of directors and implementation of resolutions of the shareholders meeting.

• Investigation of the Company’s financial position and audit of the Company’s statements.

• Audit of the Company’s various statements and reports submitted to the shareholders meeting.

• Inquiry of the Company’s business operations.

• Other duties and responsibilities as required by law.

• Article 21-1: The compensation to the directors and supervisors is authorized to be determined by the board of directors based on their participation in the Company’s operations and the value of their contributions, taking into account the usual industry standards, and approved by the compensation committee.

Chapter V Managerial Officers

• Article 22: The Company may have managerial officers, and the appointment, discharge and the compensation to them shall be decided in accordance with Article 29 of the Company Act.

Chapter VI Accounting

• Article 23: The Company’s fiscal year shall begin on January 1 and end on December 31 of each year. At the end of each fiscal year, the board of directors shall prepare the following documents and statements and submit them to the supervisor for review and approval at the shareholders meeting 30 days prior to the regular meeting of shareholders.

• the annual business report;

• the financial statements; or

• the surplus earnings distribution or loss make-up proposal.

• Article 24: If the Company makes a profit in the year, it shall distribute five percent (5%) as compensation to employees and not more than five percent (5%) as compensation to directors and supervisors. However, if the Company has accumulated losses, the Company shall retain the amount of compensation in advance, and then distribute the compensation to employees and compensation to directors and supervisors in accordance with the aforementioned percentages, except that independent directors

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shall not participate in the annual distribution of compensation to directors. The aforementioned compensation to employees may include employees of subordinate companies who meet certain requirements, which are authorized to be set by the board of directors.

• Compensation to employees and compensation to directors and supervisors shall be made by a resolution of the board of directors with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and shall be reported to the shareholders meeting.

• Article 24-1: If there is any surplus in the Company's annual financial statements, the Company shall first pay taxes payable and make up for accumulated deficits, and then set aside 10% for the legal reserve and special reserve, and then appropriate 30% to 80% of the remaining as dividends and bonuses to shareholders (at least 20% of which shall be paid in the form of cash dividends), and the remainder shall be recognized as unappropriated earnings.

• The board of directors shall prepare a proposal for the distribution of dividends. In the case of issuance of new shares, a resolution shall be submitted to the shareholders' meeting for distribution for approval; in the case of cash dividends, the resolution shall be adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Chapter VII Supplementary Provision

• Article 25: The organization rules and operational regulations of the Company shall be determined separately.

• Article 26: Any matters not covered by these Articles of Incorporation shall be governed by the provisions of the Company Act and other relevant laws and regulations.

• Article 27: Amendments to these Articles of Incorporation shall be approved by the shareholders meeting and submitted to the competent authority for registration.

Article 28: These Articles were first established on October 27, 1969. The 1st amendment was made on September 22, 1970. The 2nd amendment was made on June 21, 1971. The 3rd amendment was made on May 15, 1972. The 4th amendment was made on April 22, 1974. The 5th amendment was made on April 16, 1976.

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The 6th amendment was made on March 20, 1981. The 7th amendment was made on March 14, 1984. The 8th amendment was made on March 27, 1985. The 9th amendment was made on March 28, 1986. The 10th amendment was made on March 18, 1988. The 11th amendment was made on March 27, 1992. The 12th amendment was made on April 19, 1993. The 13th amendment was made on April 20, 1994. The 14th amendment was made on April 14, 1995. The 15th amendment was made on April 11, 1996. The 16th amendment was made on April 21, 1997. The 17th amendment was made on April 28, 1998. The 18th amendment was made on October 20, 2000. The 19th amendment was made on February 24, 2001. The 20th amendment was made on May 30, 2001. The 21st amendment was made on June 28, 2002. The 22nd amendment was made on June 27, 2003. The 23rd amendment was made on June 27, 2006. The 24th amendment was made on June 16, 2009. The 25th amendment was made on June 20, 2012. The 26th amendment was made on June 20, 2013. The 27th amendment was made on June 20, 2014. The 28th amendment was made on June 2, 2015. The 29th amendment was made on June 15, 2016. The 30th amendment was made on June 14, 2017. The 31st amendment was made on June 26, 2019. The 32nd amendment was made on May 28, 2020.

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Appendix II

China Container Terminal Corp.

Rules of Procedure for Shareholders Meetings (before Amendment)

Article 1

These Rules are based on the provisions of Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” established by the Taiwan Stock Exchange Corporation and the Taipei Exchange.

Article 2

The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by laws and regulations, shall be as provided in these Rules.

• Article 3 (Convening shareholders meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the board of directors.

The Company 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 or supervisors, 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. The Company 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, the Company 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 the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

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Election or dismissal of directors or supervisors, 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 the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act shall be set out and the essential contents explained in the notice of the reasons for convening 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 corporation, and such website shall be indicated in the above notice.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda 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, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; 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, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform

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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 the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five 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 the Company, 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 the Company before two 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 the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of documents such as the attendance book)

The Company 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. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by

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shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company 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.

The Company 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 or supervisors, preprinted ballots shall also be furnished.

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

Article 7 (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the 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. The same shall be true for a representative of a juristic person director that serves as chair.

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 a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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.

The Company may appoint its attorneys, certified public accountants, or

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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)

The Company, 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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9

Attendance at shareholders meetings shall be calculated based on 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 combined total of no more than one 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 one 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

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agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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, call for a vote, and schedule sufficient time for voting.

Article 11 (Shareholder speech)

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

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

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

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

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to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two 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 the Company, by the same means by which the voting rights were exercised, before two 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 the Company’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 the Company.

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

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meeting, and a record made of the vote.

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 one 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 14 (Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

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. The meeting minutes may be produced and distributed in electronic form.

The Company 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 voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.

Article 16 (Public disclosure)

On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the 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, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

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Article 17 (Maintaining order at the meeting place)

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

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

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, 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 five days in accordance with Article 182 of the Company Act.

Article 19

Matters not provided for in these Rules shall be handled in accordance with the Company Act, the Securities and Exchange Act and the relevant regulations prescribed by the competent authority.

Article 20

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

These Rules were first established in a regular meeting of shareholders on April 19, 1993. The 1st amendment was made in a regular meeting of shareholders on April 28, 1998.

The 2nd amendment was made in a regular meeting of shareholders on May 12,1999.

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The 3rd amendment was made in a regular meeting of shareholders on June 28, 2002. The 4th amendment was made in a regular meeting of shareholders on June 29, 2004. The 5th amendment was made in a regular meeting of shareholders on June 14, 2017. The 6th amendment was made in a regular meeting of shareholders on May 28, 2020.

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Appendix III

China Container Terminal Corp.

Code of Ethical Conduct (before Amendment)

Article 1 (Purpose)

This Code of Ethical Conduct is adopted for the purpose of encouraging directors, supervisors, and managerial officers of the Company to act in line with ethical standards, and to help interested parties better understand the ethical standards of the Company.

Article 2 (Applicable to)

This Code is applicable to directors, supervisors, managerial officers and other employees of the Company. The aforementioned parties are hereinafter referred to as “the Company’s personnel”.

Article 3 (Good faith principle)

The Company and its personnel shall uphold the responsibility of honesty and professionalism in their business conduct and shall comply with the following ethical codes of conduct and fulfill their obligations.

• Article 4 (Prevention of conflicts of interest)

• Employees of the Company shall conduct their official duties in an objective and efficient manner and shall not exploit their power in the Company to improperly benefit themselves, their spouses, parents, children or relatives within the second degree of consanguinity. In the event of a conflict of interest in the Company's operations or business, the Company's personnel shall take the initiative to inform the Company of any potential conflict of interest with the Company.

Article 5 (Minimizing incentives to pursue personal gain)

The Company’s personnel shall not conduct any of the following activities:

1. Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions;

2. Competing with the company;

3. Activities prohibited under these Codes or other relevant regulations of the Company.

Article 6 (Confidentiality)

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The Company's personnel shall be subject to obligation of confidentiality with respect to information about the Company, its customers, and suppliers, except for those authorized or required by law to be disclosed. Confidential information includes all undisclosed information that may be used by others to the detriment of the Company, its customers or suppliers.

The Company's personnel shall be subject to their duties faithfully and shall not divulge business secrets or related information of the Company and shall not disclose documents or books of the Company to others without duly authorization, and shall comply with the regulations of "Service Agreement", other related confidentiality contracts, and "Work Rules" signed with the Company.

• Article 7 (Prevention of insider trading)

• The Company's personnel shall comply with the laws and regulations related to the prevention of insider trading, and if they are in possession of material undisclosed information of the Company, they shall not engage in marketable securities transactions related to such information before and within the time limit specified in the relevant laws and regulations after the announcement by the person or entity entitled to release such information.

• Article 8 (Fair trade)

The Company’s personnel shall treat the Company’s customers, suppliers, competitors and employees fairly and shall not obtain improper benefits through manipulation, concealment, misuse of information obtained in the course of their duties, misrepresentation of material matters or other unfair trading activities.

• Article 9 (Safeguarding and proper use of company assets) All of the Company’s personnel have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the company’s profitability.

The aforementioned assets include tangible assets and intangible assets.

• Article 10 (Legal compliance)

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

• Article 11 (Encouraging reporting on illegal or unethical activities) The Company’s personnel shall report to a supervisor, managerial officer,

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chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct and provide relevant information to enable the Company to handle follow-up matters.

All reports will be kept completely confidential and verified by independent channels to protect the safety of the reporting party.

Article 12 (Disciplinary and remedial measures)

If the Company’s personnel violate this Code, the Company shall assess the actual situation of damage to the Company’s or individual’s rights and interests based on the circumstances of the violation and, depending on the level of the violator, shall appropriately apply the relevant laws and regulations or the Company’s management rules for disciplinary actions. The Company has established a relevant complaint system to provide the violator with remedies.

Article 13 (Procedures for exemption)

• The Company’s personnel may, by resolution of the board of directors, exempt the application of this Code, and that information on the date on which the board of directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.

Article 14 (Method of disclosure)

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

Article 15 (Enforcement)

This Code of Ethical Conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.

This Code of Ethical Conduct was first approved by the board of directors on March 16, 2015.

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Appendix IV

Shareholding Status of Directors and Supervisors

Date of the Annual Shareholders’ Meeting: May 25, 2021 Book Closure Date: March 27, 2021

Position	Name (or Organizations or Corporate Shareholders)	The number of shares held by the directors and supervisors in the shareholder register by the book closure date	The number of shares held by the directors and supervisors in the shareholder register by the book closure date
		Number of Shares	Shareholding Ratio
Chairperson	Ta Tong Transportation Co., Ltd. Representative: Lin Hong-Nain	31,485,565	21.21%
Director	Ta Tong Transportation Co., Ltd. Representative: Lin Chun-Lin	31,485,565	21.21%
Director	Hope Investment Ltd. Representative: Chou Mu-How	23,788,000	16.03%
Director	Ta Tong Marine Co., Ltd. Representative: Chang Mao-Song	12,913,805	8.70%
Director	Ta Tong Marine Co., Ltd. Representative: Wu Ching-Chang	12,913,805	8.70%
Director	Ben Yuan Railway Co., Ltd. Representative: Lin Hong-Ying	2,454,453	1.65%
Director	Ben Yuan Railway Co., Ltd. Representative: Lin Wen-Bor	2,454,453	1.65%
Independent Director	Wang Zhi-Kiang	0	0
Independent Director	Liao Pei-An	0	0
Supervisor	Hsuan Zhao Co., Ltd. Representative: Ma Chien-Chien	679,750	0.46%
Supervisor	Hsuan Zhao Co., Ltd. Representative: Chang Yin-Hsueh	679,750	0.46%
Supervisor	Hsin Wei Investment Co., Ltd. Representative: He Hsu-Hseng	680,000	0.46%

Description:

1. The nine directors (including two independent directors) and three supervisors of the Company for the 18th term were elected at the 2019 Annual Shareholders’ Meeting on June 26, 2019. The threeyear term of them is from June 26, 2019 to June 25, 2022.

1. In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if the

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paid-in capital of a company is more than NT$1 billion and less than NT$2 billion, the total amount of the registered stock held by all the directors of the company shall not be less than 7.5% of the paid-in capital. If the conditions for the establishment of independent directors are met, the shareholding ratio for all the directors shall become 80% of the ratio mentioned above, and the number of shares held by all the directors shall be 8,905,407 shares. The total number of shares held by all supervisors shall not be less than 0.75% of the paid-in capital, and if the conditions for the establishment of independent directors are met, the shareholding ratio for all the supervisors shall become 80% of the ratio mentioned above, and the total number of shares held by all the supervisors shall be 890,540 shares.

1. By the book closure date before the 2021 Annual Shareholders’ Meeting, 70,641,823 shares were held by all the directors, and 1,359,750 shares were held by all the supervisors according to the records in the shareholder register.

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