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CEC Annual Report 2023

Aug 6, 2024

51857_rns_2024-08-06_fb10edec-b205-4952-95cf-22d76e36e428.pdf

Annual Report

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Stock Code:1535

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China Ecotek Corporation

2023 Annual Report

Printed on March 31, 2024

The Company’s annual report website: http://www.ecotek.com.tw

TWSE Market Obervation Post System : http://mops.twse com.tw

Company Spokesperson:

Name: Li-Ming Hu Title: Vice President, Management Department Tel: (07)333-6138 E-mail:[email protected]

Acting Spokesperson

Name: Ya-Min Chuang Title: Assistant Vice President, Management Department Tel: (07)333-6138 E-mail: [email protected]

Addresses and telephone numbers of the head office, branch offices, and factories

Head office Address: 8F, No. 88, Chenggong 2nd Rd., Qianzhen District, Kaohsiung City 806618 Tel: (07)333-6138 Fax: (07)336-3030

Branches: None Factories: No. 201, Pingher Rd., Xiaogang District, Kaohsiung City 812002 Tel: (07)812-1237

Name, address, website, and telephone number of the stock transfer

agency

Name: President Securities Corp. Stock Affairs Department Address: B1, No. 8, Dongxing Rd., Taipei City Website:www.pscnet.com.tw Tel: (02)2746-3797

Name of the CPA and name, address, website, and telephone number of the accounting firm for financial statements in the most recent year:

Name: Li-Yuan Kuo, CPA and Chao-Chun Wang, CPA CPA firm name: Deloitte Taiwan Address: 3F, No. 88, Chenggong 2nd Rd., Qianzhen District, Kaohsiung City 806618 Website: www.deloitte.com.tw Tel: (07)530-1888

Name of overseas stock exchange and method for accessing information on overseas negotiable securities: None.

Company website: www.ecotek.com.tw

Table of Contents

able of Contents able of Contents
Chapter 1. Letter to Shareholders ............................................................ 1
Chapter 2. Company Profile .................................................................... 8
Chapter 3. Corporate Governance Report .............................................. 13
I. Organization ........................................................................... 13
II. Information on directors, president, vice presidents, and
accounting officer .................................................................. 16
III. Remunerations to directors, president, and vice presidents in
the most recent year 30
IV. Implementation of Corporate Governance ............................. 37
V. Information on Fees to CPA ................................................. 127
VI. Information on Change of CPA ............................................ 128
VII. Did the Company's chairperson, president, financial or
accounting manager serve in the certifying CPA firm or its
affiliates in the most recent year .......................................... 129
VIII. Share transfer by directors, managerial officers, and
shareholders holding more than 10% shares, and changes
to share pledging .................................................................. 129
IX. Information on relationship between any of the top ten
shareholders (related party, spouse, or kinship within the
second degree) ..................................................................... 131
X. Total shareholding percentage of investee companies ......... 133
Chapter 4. Capital overview ................................................................ 134
I. Capital and shares ................................................................ 134
II. Issuance of corporate bonds ................................................. 141
III. Issuance of preferred stocks ................................................. 141
IV. Issuance of global depositary receipts (GDR) ..................... 141
V. Exercise of employee stock option plan (ESOP) ................. 141
VI. Issuance of restricted stock awards ...................................... 141
VII. Mergers, acquisitions or issuance of new shares for acquisition
of shares of other companies ............................................... 141
VIII. Implementation status of the capital utilization plan ........... 141
Chapter 5. Business overview .............................................................. 142 Chapter 5. Business overview .............................................................. 142
I. Business activities ................................................................ 142
II. Market, production and sales overview ............................... 148
III. Employees ............................................................................ 155
IV. Information on environmental protection expenses ............. 155
V. Labor-management relations ............................................... 156
VI. Information security management ....................................... 175
VII. Important contracts .............................................................. 180
Chapter 6. Financial overview ............................................................. 183
I. Condensed balance sheet and statement of comprehensive
income in the last five years .................................................. 183
II. Financial analysis for the last five years .............................. 190
III. Audit Committee's review report in the most recent year .... 194
IV. Consolidated financial statements for the most recent year
............................................................................................... 195
V. Financial statements for the most recent year ...................... 195
VI. The impact of the financial difficulties of the Company
and affiliated companies, if any, on the Company's
financial position in the most recent year and as of the
date of report ........................................................................ 195
Chapter 7. Review and analysis of financial position, financial
performance, and risk management ................................... 196
I. Financial position ................................................................. 196
II. Financial performance ......................................................... 197
III. Cash flow ............................................................................. 198
IV. Effect of major capital expenditure on financial position and
business operations in the most recent year ......................... 199
V. Investment policy in the most recent year, profit/loss analysis,
improvement plan, and investment plan for the coming year
............................................................................................... 199
VI. Risk assessment ................................................................... 200
VII. Other critical matters ........................................................... 206
Chapter 8. Special notes ...................................................................... 207
I. Information on affiliated enterprises .................................... 207
II. Private placement of securities in the most recent year and

up to the date of report ......................................................... 212 III. Holding or disposal of stocks of the Company by subsidiaries in the most recent year up to the date of report ............................................................................................... 212 IV. Other necessary supplemental information .......................... 212 Chapter 9. Occurrence of events that have a material impact on shareholders equity or stock prices specified in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act ....................................................................................... 213

A. Letter to Shareholders

Dear Shareholders,

In 2023, countries across the globe have lifted lockdowns in the postpandemic era and economic activities have begun to recover. However, unfavorable factors such as rising geopolitical risks and inflation have created severe pressures on industries such as shortage of labor and materials, which has affected economic development. Thanks to the increasingly strict environmental protection laws and regulations and active efforts to promote

the Sustainable Development Goals (SDGs) by the government, the replacement of equipment by main customers at the end of the useful life, and increased capital expenditures for the installation of production and environmental protection equipment, the Company's business and profitability remained relatively stable. With the joint efforts of all employees, our profits in 2023 grew by 6.99% compared to 2022 and our after-tax EPS reached NT$4.5.

The Company's 2023 business performance, overview of 2024 Business Plan, future company development strategy, and impacts of the competitive environment, regulatory environment, and overall business environment are reported below:

I. 2023 Business performance

(I) Business overview

In addition to existing, environmental protection, electrical, and mechanism turnkey projects as well as operation and maintenance in 2023, we dedicated our efforts to obtaining contracts from companies of the Group to replace old equipment with new eco-friendly equipment and carry out improvements. Projects outside the group included liquid crystal polymer plant construction project of Polyplastics Taiwan Co., Ltd., Caotun Water Treatment Plant Construction Project, and Acepodia Nangang Biotechnology Research Park Laboratory Construction Project.

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Overall, our consolidated revenue of NT$9.759 billion in 2023 was an increase of NT$915 million compared to 2022, which was a record high in the past five years with a 12.09% increase in consolidated profit before tax of NT$686 million compared to 2022.

The Company continues to promote circular economy in business activities to support the global initiative for attaining net zero carbon emissions by 2050. Our projects include recycled water system projects, steel and chemical joint production projects, and flue gas carbon capture projects, improved desulfurization, denitrification, and dust collection technologies which help customers reduce air pollution; expanded energy storage with microcomputer system construction, and solar power system construction projects. We also actively promote the sales of industrial LED lamps, activated carbon absorbent materials, air purification equipment, water treatment chemicals and other products to assist customers in achieving energy conservation, carbon reduction, and carbon neutrality goals.

In coordination with the new corporate governance blueprint of the Financial Supervisory Commission (FSC), the Company introduced the Taiwan Intellectual Property Management System (TIPS) and ISO 27001 Information Security Management System, and received thirdparty certification for both systems. To ensure compliance with the Sustainable Development Guidemap for TWSE- and TPEx-Listed Companies and information disclosure regulations, the Company conducts greenhouse gas inventories each year, appoints an impartial third-party certification agency recognized by the Environmental Protection Administration for verification, and obtains verification reports and verification statements. The Company completed the greenhouse gas inventory of the parent company and subsidiaries in the 2022 consolidated financial statements in 2023, and obtained ISO 14064-1 third-party certification statement. In the Corporate

2

Governance Assessment for the year 2023 announced in 2024, the Company was ranked in the second tier (top 6%-20%) of listed companies in Taiwan for the fourth consecutive year and we will continue to enhance the Company's sustainable corporate governance culture.

  • (II) Business Outcome

  • Environmental protection projects: Solar power equipment construction project of China Steel Group, turnkey project of No. 3 sinter plant dust collector of China Steel, expansion construction project of power plant TG-9/TG-10 of China Steel, flue gas carbon dioxide capture pilot project for No. 3 blast furnace of China Steel, Futian water recycling plant construction, and Caotun water treatment plant construction project, totaled NT$1.702 billion, accounting for 17.44% of total revenue.

  • Electrical and mechanical engineering projects: Preliminary construction and oven construction for the replacement of China Steel's Phase I and II coke oven, construction of China Steel's new Phase I and II coal production equipment, construction of the coke dry quenching (CDQ) furnace of China Steel, construction of China Steel's new coke transmission and processing system, transportation process of China Steel's new coal mine closed structure, expansion of the main substation of China Steel Chemical Corporation's production plant, and liquid crystal polymer plant construction project of Polyplastics Taiwan Co., Ltd., totaled NT$4.908 billion, accounting for 50.29% of overall revenue.

  • Operation and electrical/mechanical maintenance and others: Electrical/mechanical maintenance projects of CPC and Dragon Steel, as well as the operation of Chengcing Lake and Kinmen Taihu water treatment plants totaled NT$ 3.149 billion, accounting for 32.27% of overall revenue.

3

(III) Financial income and expenditure and profitability analysis

The Company's consolidated operating revenue was NT$9.759 billion in 2023, up 10.35% compared to the NT$8.844 billion in 2022; consolidated gross profit was NT$974 million, up 19.86% compared to the NT$813 million in 2022; consolidated profit before tax was NT$686 million and consolidated net income was NT$557 million. Please refer to the financial overview of this annual report for details.

(IV) Overview of research and development

With regard to R&D in wastewater treatment in 2023, we collaborated with the R&D department of China Steel in developing treatment processes for ammonia nitrogen discharge control and developed the fluidized bed biofilm wastewater biological treatment system process to reduce the ammonia nitrogen concentration in industrial wastewater. We have started commercial operations in the plant at the end of 2023 and the results have been good. We also collaborated with the R&D Department of China Steel in developing a high-alkali cleaning agent that can be used to remove oil from the sand filter tank of the cold rolling wastewater plant. The actual operations by China Steel and Dragon Steel after showed significant results and it effectively solves the problem of reduced filtration caused by the presence of high-viscosity rolling oil on the sand surface of the sand filter.

In view of the global commitment to the goal of net-zero emissions by 2050, the Company worked with the R&D Department of China Steel in the establishment of the first stack exhaust carbon dioxide capture pilot plant, which captures and purifies the carbon dioxide originally released into the atmosphere. The pilot production line has been designed and construction has begun. Trial operations are expected to begin at the end of 2024. It is expected to capture 500 tons of carbon dioxide per year with a purity above 99%. The carbon

4

dioxide can be used for production processes in CSC plants and sold on the market as industrial gas.

As for air pollution prevention technology, as air pollution prevention regulations become more rigorous, the Company has developed technology for removing SOx emissions from fixed pollution sources. In addition to the continuous development of wet desulfurization technologies, we will work with the R&D units of China Steel to develop the honeycomb wet scrubber, which significantly reduces SO3 emissions in the sinter plant. The existing panels of the composite honeycomb panel tower and the flue gas desulfurization system are designed for alternating operations. We will provide more diverse process design services in the future. In terms of treating NOx emissions from fixed pollution sources, we will develop and evaluate selective catalyst reduction denitrification systems for the new coke ovens of China Steel. We will also select the most suitable emission reduction solution and SCR ammonia injection system to create ammonia pyrolysis technologies for increasing the viability of use in different settings.

II. Summary of 2024 Business Plan

In response to global ESG issues and net-zero transformation issues in 2024, government departments will continue to promote policies for environmental protection, circular economy and green energy industries. In addition to assisting customers in building environmental protection facilities and electromechanical equipment upgrade projects, the Company also uses green energy technologies for addressing pollutant gas emissions and waste sewage treatment, assists customers in building solar PV equipment, energy storage systems, and other projects to promote circular economy, energy conservation, and carbon reduction. We shall work together with customers to attain environmental sustainability and win more

5

business opportunities.

The Company upholds the business philosophy of excellence, integrity, technology, and quality, and actively pursues the following projects to ensure operational stability and growth:

  • (I) Replacement, overhauls, and regular maintenance of old electrical and mechanical equipment of steel mills;

  • (II) Energy storage equipment and microgrid system construction projects;

  • (III) Water recycling plant construction;

  • (IV) Air pollution prevention equipment improvement.

III. Future company development strategy

In response to changes in the internal and external environment, the Company's business strategy emphasizes the four basic business growth strategies of "engineering," "operation maintenance," "circular economy", and "sales business", and is implemented with the following operation plans: (1) Strengthen core technology management and development; (2) Promote digital transformation and improve management efficiency; (3) Promote the integration of refractory engineering materials; (4) Develop circular economy engineering businesses. In the future, we will continue to assist customers in replacing process equipment and building low-carbon emission facilities to strengthen the foundations of sustainable development.

IV. Impacts due to the competitive environment, regulatory environment, and overall business environment

In response to the rapid changes in the international political and economic environment, despite the tremendous effect of persistent inflation and supply chain issues on engineering, the Company shall continue its stable and pragmatic strategy for construction projects and continue to effectively improve engineering technologies and review

6

risks to maintain stable profits.

The Company passed the Plans for passing the Taiwan Intellectual Property Management System (TIPS) certification and all business activities are conducted in compliance with the laws and regulations of the competent authorities. We also identify key issues in the laws and regulations. We adjust business strategies according to industry demand and integrate the Group's resources to enhance corporate governance and enhance the Company's overall competitiveness in the industry.

We are grateful to our shareholders for your support and recognition over the years. Our management team and all employees will exert every effort to create greater value for shareholders, and hope to jointly create a better future with your support and encouragement.

Chairperson Cheng-Chiang Chen President Chih-Feng Lee

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7

Chapter 2. Company Profile

China Ecotek Corporation (hereinafter referred to as the "CEC") is a member of the China Steel Corporation (CSC) Group. CEC was founded in Kaohsiung City in March 1993 and was listed on the Taiwan Stock Exchange in 2001. CEC's current paid-in capital is NT$1.237 billion, and main scope of business includes: (1) environmental protection projects, (2) electrical and mechanical engineering projects, (3) biopharmaceutical factory construction projects, (4) power plant turnkey projects and repair, (5) recycling plant turnkey projects, (6) solar power plant turnkey projects, (7) fire-resistant material turnkey projects, and (8) operation services. CEC also provides complete technical services, such as feasibility research, planning and design, manufacturing, installation, repair, sales, and after-sale services, for the projects above.

Company History :

March 15, 1993 Registration of company establishment was approved and received a license from the Ministry of Economic Affairs. Paid-in capital was NT$545,000,000.

September 14, 1993 Obtained a Class A water treatment company license from Kaohsiung City Government.

August 17, 1994 Obtained a Type A electrical systems business license from Kaohsiung City Government.

July 19, 1995

February 2, 1996

Obtained an environmental engineering company registration certificate from Kaohsiung City Government (Class B water pollution control engineering, Class B air pollution control engineering), and the Class A water treatment company license was canceled.

Obtained an environmental engineering company registration certificate from Kaohsiung City Government (Class A water pollution control engineering, Class B air

8

pollution control engineering, Class B waste disposal engineering). The original Class B water pollution control engineering was upgraded to a Class A water pollution control engineering.

April 1, 1996

The Company adopted the policy of diversification and leased a plant in Xiaogang District, Kaohsiung City for parts assembly and warehousing.

February 20, 1997 Obtained an environmental engineering company registration certificate from Kaohsiung City Government (Class A water pollution control engineering, Class B air pollution control engineering, Class A waste disposal engineering). The original Class B waste disposal engineering was upgraded to Class A waste disposal engineering.

May 22, 1997

Obtained an environmental engineering company registration certificate from Kaohsiung City Government (Class A water pollution control engineering, Class A air pollution control engineering, Class A waste disposal engineering). The original Class B air pollution control engineering was upgraded to a Class A air pollution control engineering.

  • November 10, 1997 Approved the capitalization of profits, completed public issuance procedures, and paid-in capital was changed to NT$577,700,000.

July 10, 1998 Approved the capitalization of profits, and paid-in capital was changed to NT$647,668,000.

  • November 11, 1998 Approved a cash capital increase, and paid-in capital was changed to NT$697,668,000 on March 12, 1999.

  • January 11, 1999 Passed the ISO -9001 quality system certification. July 7, 1999 Approved the capitalization of profits, and paid-in capital

Approved the capitalization of profits, and paid-in capital

9

  • was changed to NT$769,630,000 on August 5, 1999.

  • January 4, 2000 Approved by the Taipei Exchange to become listed for public trading.

  • February 25, 2000 Passed the ISO -9002 quality system certification. July 13, 2000 Approved the capitalization of profits, and paid-in capital was changed to NT$811,719,000 on September 2, 2000.

  • March 9, 2001 Passed the OHSAS-18001 Safety and Health Management System certification.

  • August 31, 2001 Approved the capitalization of profits, and paid-in capital was changed to NT$855,373,000 on November 1, 2001.

  • September 17, 2001 Approved by the Taiwan Stock Exchange to become listed for public trading.

  • December 24, 2001 Obtained a Class A waterpipe installation contractor registration certificate from Kaohsiung City Government.

  • June 21, 2002 Established CEC International Corp. July 12, 2002 Approved the capitalization of profits, and paid-in capital was changed to NT$882,675,000 on August 30, 2002.

  • January 2, 2003 Established CEC Development Corp. July 21, 2004 Approved the capitalization of profits, and paid-in capital was changed to NT$901,475,000 on August 19, 2004.

  • March 18, 2008 Approved the issuance of new shares for share swap, and paid-in capital was changed to NT$1,130,474,000 on April 1, 2008.

  • August 20, 2010 Established China Ecotek VN Co. Ltd. November 29, 2011 Established Xiamen Ecotek PRC Co. Ltd. February 20, 2012 First issuance of unsecured convertible corporate bonds was approved by the Taipei Exchange.

  • November 6, 2012 Established China Ecotek India Private Ltd. November 20, 2012 Established China Ecotek Construction Corporation.

10

December 5, 2012 Approved the issuance of new shares converted from
convertible corporate bonds, and paid-in capital was
changed to NT$1,157,338,000 on December 5, 2012.
March 26, 2013 Approved the issuance of new shares converted from
convertible corporate bonds, and paid-in capital was
changed to NT$1,185,762,000 on March 26, 2013.
May 30, 2013 Approved the issuance of new shares converted from
convertible corporate bonds, and paid-in capital was
changed to NT$1,217,988,000 on May 30, 2013.
November 19, 2013 Approved the issuance of new shares converted from
convertible corporate bonds, and paid-in capital was
changed to NT$1,237,426,000 on November 19, 2013.
October 28, 2015 Awarded in first prize in the National Brand Yushan Award
(Outstanding Enterprise Category).
June 3, 2016 Received the Outstanding Engineering and Enterprises
Award from the Chinese Institute of Engineers.
March 9, 2020 Passed the ISO 45001:2018 Occupational Safety and Health
certification.
October 21, 2020 Signed a collective bargaining agreement with the labor
union of China Ecotek Corporation.
March 31,2021 Acquired of land and buildings in Linyuan Industrial Zone.
June 4, 2021 Liquidated China Ecotek Construction Corporation.
June 10, 2021 Obtained a Green Building Silver Label certificate
(effective until June 9, 2026).
November 18,2022 Obtained the ISO 14067 (carbon footprint verification) and
ISO 14064-1 (greenhouse gas inspection) certification by
Pingher Factories.
November 21,2022 Obtained the verification of Taiwan Intellectual Property
Management Regulations (TIPS).
April 21,2023 Obtained the highest energy-saving standard for

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"Light-Emitting Diode Panel Lamp" from the Energy Bureau of the Ministry of Economic Affairs Chapter(140LM/W) Obtained the ISO 14064:2018 Greenhouse Gases Emissions October 7,2023 Inventories and verifications certification of Company (including consolidated reporting subsidiaries),as well as certificate of verification issued by the SGS after a third-party inspection. November 30,2023 Obtained the ISO/IEC 27001:2013 information security international certification

12

C. Corporate Governance Report

I. Organization

(I) Organizational structure

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

Shareholders' Meeting
Audit Committee Board of Directors
Chairperson
Compensation Committee
Corporate Sustainable Internal Audit Office
Development Committee
President
Occupational Safety and Health
Committee
Administration Division Engineering Group
Vice President Vice President
Administration Division Engineering Group
Assistant Vice
Assistant Vice President
President
Legal Office Department
Procurement Department Finance & Accounting Department Human Resources Department Marketing Department Corporate Planning Office Safety & Health Department Mechanical Department Instrument & Electrical Department Energy & Resources Department Water Solutions Department Civil Engineering Department Construction Department I Construction Department II Construction Department III Refractory Engineering Department Biotech Facility Engineering
----- End of picture text -----

13

(II) Duties of major departments

Department Main duties
Procurement
Department
Oversees procurement management, general affairs, construction
outsourcing, project budget and cost management, and progress
registration.
Finance &
Accounting
Department
Oversees finance, accounting, stock affairs, secretary work of the
Board of Directors, construction insurance, and investees.
Human Resources
Department
Oversee the establishment of personnel regulations and system,
recruitment and appointment, remuneration management, labor and
health insurance, retirement, organizational development, education
and training, labor-management relations, and information system
maintenance.
Legal Office Responsible for contract management, regulatory planning,
implementation,and supervision.
Corporate Planning
Office
Responsible for supervising and implementing the Company's
ISO9001 Quality Management System, planning the Company's
business development strategy, and tracking, coordination and
planningof other affairs.
Safety & Health
Department
Responsible for occupational health and safety management and
promotion.
Marketing
Department
Oversees development before obtaining business and overall
internal coordination, management, and procedures; establishes and
maintains
business
information
systems,
price
quotations,
construction funding, risk and cost analysis, formulates commercial
terms,and handles contract signing.
Biotech Facility
Engineering
Department
Oversees biotechnology plant planning and establishment, serves as
agent for process production equipment, and development of new
businesses.
Mechanical
Department
Oversees mechanical design, construction, and professional
technologydevelopment.
Energy & Resources
Department

Oversees energy conservation, green energy, waste recycling,
recycling plant, and air pollution prevention design and technology
development.
Water Solutions
Department
Oversees water solutions design, construction supervision,
construction andprofessional technologydevelopment,and water

14

Department Main duties
solutions catalyst R&D
and its business development.
Instrument &
Electrical
Department
Oversees instrument design, construction supervision, construction,
system operation and maintenance,
andprofessional technologydevelopment required for business.
Construction
Department I
Responsible for the implementation of construction projects,
including construction progress, quality control, construction site
management, construction equipment and machinery management,
and operation and maintenance services.
Construction
Department II
Responsible for the implementation of construction projects,
including construction progress, quality control, construction site
management, construction equipment and machinery management,
and operation and maintenance services.
Construction
Department III
Responsible for water plant operation and maintenance and on-site
electromechanical maintenance.
Civil Engineering
Department
Oversees civil engineering, building, and steel structure design and
planning, construction progress, quality control, and construction
site management.
Refractory
Engineering
Department
Oversees the development of the refractory materials business,
material
R&D,
technical
services,
construction
planning,
construction supervision, construction techniques, and maintenance
services.
Internal Audit
Office
Audits whether or not internal operating procedures comply with
the Company's systems and regulations.

15

II. Information on directors, president, vice presidents, and accounting officer

(I) Director Information (1)

Term Shares held when Shares held when
Shares currently held
elected
Number of
Shares
Shareholding
percentage (%)
Number of
Shares
Shareholding
percentage (%)
Nationality
Gender/ Date elected
Date of first
Title or place of Name Age (appointed)
appointment
registration
Chairperson Republic
of China
China Steel
Corporation
- 2023.06.21 3
years

1993.03.02
55,393,138 44.76 55,393,138 44.76
Republic
of China
Representative:
Cheng-Chiang
Chen
Male
61~65
2023.06.21 3
years
2022.07.13 0 0 0 0
Director Republic
of China
China Steel
Corporation
- 2023.06.21 3
years
1993.03.02 55,393,138 44.76 55,393,138 44.76
Republic
of China
Representative:
Chao-Tung
Wong
Male
66~70
2023.06.21 3
years
2016.01.15 0 0 0 0
Director Republic
of China
China Steel
Corporation
- 2023.06.21 3
years
1993.03.02 55,393,138 44.76 55,393,138 44.76
Republic
of China
Representative:
Shyi-Chin Wang
Male
66~70
2023.06.21
3
years

2019.09.30
0 0 0 0
Director Republic
of China
China Steel
Corporation
- 2023.06.21 3
years
1993.03.02 55,393,138 44.76 55,393,138 44.76
Republic
of China
Representative:
Chih-FengLee
Male
51~55
2023.06.21 3
years
2020.10.31 0 0 0 0
Director Republic
of China
China Steel
Corporation
- 2023.06.21 3
years

1993.03.02
55,393,138 44.76 55,393,138 44.76
Republic
of China
Representative:
Chen Yang
Male
61~65
2023.06.21 3
years
2021.05.31 0 0 0 0
Director Republic
of China
Hua Eng Wire &
Cable Co.,Ltd.
- 2023.06.21 3
years

1993.03.02
11,843,730 9.57 11,843,730 9.57
Republic
of China
Representative:
Hsiu-Mei Liu
Female
61~65
2023.06.21 3
years
2022.02.01 0 0 0 0
Director Republic
of China
Great Grandeul
Steel Co.,Ltd.
- 2023.06.21 3
years
2008.06.25 3,964,000 3.20 3,964,000 3.20
Republic
of China
Representative:
Yu-Lun Kuo
Female
41~45
2023.06.21 3
years
2009.05.12 0 0 0 0
Director Republic
of China
Bai-Chien
Investment Co.,
Ltd.
- 2023.06.21 3
years
2002.06.11 3,005,000 2.43 3,005,000 2.43
Republic
of China
Representative:
Po-Nien Lin
Male
51~55
2023.06.21 3
years
2005.06.28 0 0 0 0
Independent
Director
Republic
of China
Chia-Jung Chen Male
71~75
2023.06.21 3
years
2017.06.22 0 0 0 0
Independent
Director
Republic
of China
Po-Han Wang Male
46~50
2023.06.21 3
years
2017.06.22 0 0 0 0
Independent
Director
Republic
of China
Tai-Kuang Peng Male
71~75
2023.06.21 3
years
2020.06.23 0 0 0 0

16

March 31, 2024 Unit: Shares

Shareholding by
spouse and
underage
Shareholding by
spouse and
underage
Shares held in
the name of
others
Shares held in
the name of
others
Other Other managerial officer,
director or supervisor who is
the spouse or a relative
Other managerial officer,
director or supervisor who is
the spouse or a relative
Other managerial officer,
director or supervisor who is
the spouse or a relative
children
Number of
Shares
Shareholding
percentage
(%)

Number of
Shares
Shareholding
percentage
(%)
Education and work experience
positions at
the
within second degree
Title
Name
Relationship
Notes
Company (Note 1)

or
elsewhere
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Department of Materials and Mineral Resources
Engineering, National Taipei University of
Technology
Assistant Vice President,Production Division


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Ph.D.in Resources Engineering, National Cheng
Kung University
President of China Steel Corporation

Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Ph.D. in Material Science, National Sun-yat Sen
University
Executive
Vice
President,
China
Steel
Corporation


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Master's from the Department of Mechanical
Engineering, National Cheng Kung University
Deputy Director of Equipment Department,
China Steel Corporation


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Department of Chemical Engineering, National
Taiwan University
Director of Smelting Equipment Engineering
Department,China Steel Corporation


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Master of Accounting, Long Island University
Manager of the Accounting Department, Hua
EngWire & Cable Co.,Ltd.

Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - MBA, College of Management, National
Taiwan University
Special Assistant to the President, Great
Grandeul Steel Co.,Ltd.


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - School of Business, University of Southern
California, US
Business Manager of Bai-Chien Trading Co.,
Ltd.


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Ph.D. in Resource and Energy Economics, West
Virginia University
Vice Dean of the College of Engineering,
National ChengKungUniversity


Note
None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - MBA, National Sun Yat-sen University
Manager,Audit Department,Deloitte Taiwan
Note None None None None
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
- - - - Ph.D. in Business Administration, Texas Tech
University
Dean of the International College and College
of Management,I-Shou University


Note
None None None None

Note 1: Where the Chairperson, President, or individual with equivalent roles (highest-ranking managerial officer) are the same individual, spouses, or relatives within the first degree of kinship, the Company shall specify related information regarding the reason, reasonableness, necessity, and response measures (e.g., appointment of additional independent directors and requiring the appointment of more than half of the directors from individuals who are not employees or managerial officers).

17

Note: Positions concurrently held by each director at the Company or elsewhere:

Name Otherpositions at the Companyor elsewhere
Cheng-Chiang
Chen
None
Chao-Tung
Wong
Chairperson of China Steel Corporation, Director of Dragon Steel Corporation,
Director of China Steel Chemical Corporation, Director of Chung Hung Steel
Corporation, Director of China Steel Global Trading Corporation, Director of
Infochamp Systems Corporation, Director of China Prosperity Development
Corporation, Director of Gains Investment Corporation, Director of Pro-Ascentek
Investment Corporation
Shyi-Chin
Wang
President of China Steel Corporation, Chairperson of Chungfa Holdings Co., Ltd.,
Chairperson of China Steel Power Corporation, Director of China Steel Corporation,
Director of Dragon Steel Corporation, Director of China Steel Chemical
Corporation, Director of Gains Investment Corporation
Chih-Feng Lee President of China Ecotek Corporation, Chairperson of CSC Solar Corporation,
Supervisor of China Steel Machinery Corporation, Director of Asia Pacific Energy
Development Co., Ltd., Director of Pro-Ascentek Investment Corporation, Director
of Eminent III Venture Capital Corporation
Chen Yang Assistant Vice President of Engineering at China Steel Corporation, Director of
China Steel MachineryCorporation
Hsiu-Mei Liu Vice President of the Management Department of Hua Eng Wire & Cable Co., Ltd.,
Director of Wafer Works Corporation, Director of Co-Tech Development
Corporation, Director of Bionime, Supervisor of Hua Ho EngineeringCo., Ltd.
Yu-Lun Kuo Vice President of Great Grandeul Steel Co., Ltd., Supervisor of Great Grandeul
Steel Co., Ltd., Director of Great Grandeul Steel Co., Ltd., Chief Operating Officer
of WangKuo ElectricityCo.,Ltd.
Po-Nien Lin Special Assistant to the Chairperson of Bai Chien Trading Co., Ltd., Director of Bai
Chien Investment Co., Ltd., Director of Bai Chien Trading Co., Ltd., Director of
Te-Yu Investment Co., Ltd.
Chia-Jung
Chen
Honorary Professor of National Cheng Kung University Department of Resources
Engineering, Independent Director of Leatec Fine Ceramics Co., Ltd.
Po-Han Wang Director of Xiangwei & Co., CPAs, Chairperson of Ruisheng Financial Consultants
Co., Ltd., Independent Director of Tongtai Machine & Tool Co., Ltd., Supervisor of
Jushen EnergyCo., Ltd., Director of Zhaowan ConsultingCo., Ltd.
Tai-Kuang
Peng
Adjunct Professor at the College of Management, I-Shou University

18

Table 1: Major shareholders of institutional director March 31, 2024

Name of
institutional Major shareholders of institutional shareholders
shareholder
China Steel
Corporation
Ministry of Economic Affairs (20.00%), Employee’s Stock Trust of
China Steel Corporation under the custody of Mega International
Commercial Bank Co., Ltd. (2.42%), Transglory Investment Corporation
(1.63%), Taiwan ESG High Dividend ETF Securities Investment Trust
Fund of Cathay High Dividend Taiwan Equity Fund under the custody of
Taishin International Bank Co., Ltd. (1.38%), Fubon Life Insurance Co.,
Ltd. (1.36%), Chunghwa Post Co., Ltd. (1.16%), Labor Retirement Fund
(1.11%), Vanguard Emerging Markets Stock Index Fund under the
custody of JP Morgan Chase Bank N.A. Taipei Branch (1.08%),
Vanguard Total International Stock Index Fund under the custody of JP
Morgan Chase Bank N.A. Taipei Branch (1.05%), Labor Pension Fund
(1.03%)
Hua Eng Wire
& Cable Co.,
Ltd.
First Copper Technology Co., Ltd. (32.96%), Huahong Investment
Corporation (7.39%), Pi-E Wang Yang (5.24%), Feng-Shu Wang
(2.55%),
Wen-Ling
Wang
(2.20%),
Hung-Jen
Wang
(2.12%),
Hung-Ming Wang (1.46%), Chase Custody JP Morgan Securities Co.,
Ltd. special account (1.17%), Kun-Jung Chen (0.80%), Citi Custody
UBS European SE investment account(0.78%)
Bai Chien
Investment
Co.,Ltd.
Chung-Tien Lin (14%), Po-Nien Lin (27%), Su-Chia Lin (27%), Te-Yu
Investment Co., Ltd. (32%)
Great Grandeul
Steel Co.,Ltd.

Yung-Cheng Kuo (15.91%), Chen-Kui Yen (13.40%), Yu-Lun Kuo
(12.88%),Chih-Hao Kuo(11.98%),C. Hao Corporation(45.83%)

19

Table 2: Major shareholders of major institutional shareholders listed in Table 1

Table 2: Major shareholders of major institutional shareholders listed in Table 1 Table 2: Major shareholders of major institutional shareholders listed in Table 1
March 31,2024
Name of
institutional Major shareholders of institutional shareholders
shareholder
Transglory
Investment
Corporation
China Steel Express Corporation (48.28%) Chung Hung Steel
Corporation (39.59%), and China Steel Chemical Corporation (8.90%),
United Steel Engineering& Construction(3.23%)
Fubon Life
Insurance Co.,
Ltd.
Fubon Financial Holding Co., Ltd. (100%)
Chunghwa
Post Co.,Ltd.
Ministry of Transportation and Communications (100%)
First Copper
Technology
Co., Ltd.
Hua Eng Wire & Cable Co., Ltd. (39.44%), Pi-E Wang Yang (10.49%),
Wen-Ling Wang (1.82%), Di-Chen Fu(1.31%), Feng-Chuan Wang
(0.67%), International Shipbreaking Co., Ltd. (0.50%), Chase Custody
JP Morgan Securities Co., Ltd. special account (0.48%), Feng-Shu Wang
(0.43%), Hung-Ming Wang (0.41%), Citi Custody UBS European SE
investment account(0.36%)
Huahong
Investment
Corporation
Gongsheng Enterprise (HK) Limited (79.79%), Wen-Ling Wang
(3.19%), Feng-Chuan Wang (3.19%), Feng-Shu Wang (3.19%),
Hung-Jen Wang (3.19%), Hung-Ming Wang (2.87%), Yu-Ting Wang
(2.13%),Pi-E WangYang (1.60%),Feng-Chin Wang (0.85%)
Te-Yu
Investment
Co.,Ltd.
Po-Nien Lin (100%)
C. Hao
Corporation
Yung-cheng Kuo (17.2%), Chen-Kui Yen (51.6%), Yu-Lun Kuo (16.9%),
Chih-Hao Kuo(14.3%)

Note: Table 1 and Table 2 shows data on the most recent book closure date.

20

(I) Director Information (2)

1.Disclosure of information on the professional qualifications of

directors and independence of independent directors:

Qualifications
Number of
companies the
Professional qualifications and
Independence person serves as
experience (Note)
an independent
director
Name
Chairperson
Cheng-Chiang
Chen
Education:Department of
Materials and Mineral
Resources Engineering,
National Taipei University of
Technology
Expertise:Practical experience
in steel management; Expertise
in engineering management
Other main positions:None
Past experience:Assistant
Vice President, Production
Division, China Steel
Corporation
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0
Director
Chao-Tung
Wong
Education:Ph.D. in Resources
Engineering, National Cheng
Kung University
Expertise:Practical experience
in steel/resource engineering
management; Expertise in
business administration
Other main positions:
Chairperson of China Steel
Corporation, 22nd-term
Chairperson of Taiwan Steel &
Iron Industries Association,
Standing Director of the
Industrial Technology Research
Institute.
Past experience:President of
China Steel Corporation,
Chairperson of China Steel and
Nippon Steel Vietnam Joint
Stock Company (CSVC),
Director of China Ecotek
Corporation
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0
Director
Shyi-Chin
Wang
Education:Ph.D. in Material
Science, National Sun-yat Sen
University
Expertise:Practical experience
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
0

21

Qualifications
Number of
companies the
Professional qualifications and
Independence person serves as
experience (Note)
an independent
director
Name
in steel/material management;
Wind power industry
experience
Other main positions:
President of China Steel
Corporation, Chairperson of
China Steel Power Corporation
Past experience:Executive
Vice President of China Steel
Corporation, 3rd-term
Chairperson of Taiwan Wind
Industry Association,
Chairperson of Dragon Steel
Corporation
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
Director
Chih-Feng Lee
Education:Master's from the
Department of Mechanical
Engineering, National Cheng
Kung University
Expertise:Practical experience
in steel management; Expertise
in mechanical engineering
management
Other main positions:
President of China Ecotek
Corporation, Chairperson of
China Steel Solar Tech Co.,
Ltd.
Past experience:Deputy
Director of Equipment
Department, China Steel
Corporation
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0
Director
Chen Yang
Education:Department of
Chemical Engineering, National
Taiwan University
Expertise:Practical experience
in steel management; Expertise
in engineering management.
Other main positions:
Assistant Vice President of
Engineering at China Steel
Corporation
Past experience:Director of
Smelting Equipment
Engineering Department, China
Steel Corporation

1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0

22

Qualifications
Number of
companies the
Professional qualifications and
Independence person serves as
experience (Note)
an independent
director
Name
Director
Hsiu-Mei Liu
Education:Master of
Accounting, Long Island
University
Expertise:Expertise in finance
and accounting
Other main positions:Vice
President of the Management
Department of Hua Eng Wire &
Cable Co., Ltd.
Past experience:Manager of
the Accounting Department,
Hua Eng Wire & Cable Co.,
Ltd.
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0
Director
Yu-Lun Kuo
Education:MBA, College of
Management, National Taiwan
University
Expertise:Practical experience
in steel management; Expertise
in sales and business
administration
Other main positions:Vice
President, Great Grandeul Steel
Co., Ltd.
Past experience:Special
Assistant to the President, Great
Grandeul Steel Co.,Ltd.
1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services within the past 2 years.
0
Director
Po-Nien Lin
Education:School of Business,
University of Southern
California, US
Expertise:Expertise in sales
and business administration
Other main positions:Special
Assistant to the Chairperson of
Bai Chien Trading Co., Ltd.
Past experience:Business
Manager of Bai Chien Trading
Co., Ltd.

1. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
2. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
0
Independent
Director
Chia-Jung
Chen
Education:Ph.D. in Resource
and Energy Economics, West
Virginia University
Expertise:Energy economics,
resource engineering
Other mainpositions:
The three independent directors
all met the following criteria in
the two years before being elected
and during their term as
independent director:
1. The independent director,
1

23

Qualifications
Number of
companies the
Professional qualifications and
Independence person serves as
experience (Note)
an independent
director
Name
Honorary Professor of National
Cheng Kung University
Department of Resources
Engineering
Past experience:Professor and
Director of the Department of
Resources Engineering and
Vice dean of the College of
Engineering, National Cheng
KungUniversity
his/her spouse, and relatives
within the second degree of
kinship is not a director,
supervisor, or employee of the
Company or its affiliates.
2. The individual, spouse, or
relative within the second
degree of kinship is not a
natural-person shareholder who
holds 1% or more of the
Company's outstanding shares
or ranks as one of its top ten
shareholders.
3. The independent director is not
a director, supervisor, or
employee of a company with a
specific relationship with the
Company.
4. Did not provide commercial,
legal, financial, or accounting
services to the Company's
affiliates within the past 2
years.
5. Meets independence criteria set
forth in Article 3 of the
Regulations Governing
Appointment of Independent
Directors and Compliance
Matter for Public Companies in
the two years before being
elected and during the term as
independent director.
Independent
Director
Po-Han Wang
Education:MBA, National
Sun Yat-sen University
Expertise:Expertise in finance
and accounting. Has accountant
qualifications
Other main positions:
Director, Xiangwei & Co.,
CPAs
Past experience:Manager,
Audit Department, Deloitte
Taiwan
1
Independent
Director
Tai-Kuang
Peng
Education:Ph.D. in Business
Administration, Texas Tech
University
Expertise:Business
management
Other main positions:Adjunct
Professor at the College of
Management, I-Shou University
Past experience:Dean of the
College of Management and
International College, I-Shou
University
0

Note: All Board members meet the criteria, have at least 5 years of work experience, and do not have any of the situations specified in Article 30 of the Company Act.

2.Board diversity and independence

(1) Diversity of the Board of Directors:

The Company incorporated the concept of diversity into the Regulations Governing the Election of Directors pursuant to the

24

Sample Template for Procedures for Election of Directors announced by the Taiwan Stock Exchange Corporation. The election of directors must account for basic qualifications and values as well as professional knowledge and skills (e.g., law, accounting, industry, finance, marketing, or technology) to ensure that board members have the knowledge, skills, and attainments generally required for performing their tasks. The Company specified in the Corporate Governance Best-Practice Principles that Directors who serve concurrently as the Company's managerial officers should not exceed one third of all Directors.

The Company considers the overall structure of the Board of Directors and aims to set up a Board of Directors of diverse gender, age, professional knowledge, and background. At least one member of the Board of Directors should have professional legal background in finance and accounting. The Company's current Board of Directors includes 11 Directors (including 3 Independent Directors). It has 2 female members and 1 managerial officer who serve concurrently as director. The professional knowledge and skills of the Directors encompass steel, engineering management, business management, resource engineering, machinery, aerospace, finance, and accounting. The Directors fulfill the goal of board diversity and provide excellent advice for the Company's business and finances.

Of the directors, 9% are employees of the Company, 27% are independent directors, and 18% are female directors. All 3 independent directors have held the position for less than 9 years, 2 directors are over 70 years old, 5 directors are 61-70 years old, 2 directors are 51-60 years old, and 2 directors are under 50 years old. The Company attaches importance to gender equality in its Board composition and aims to increase the proportion of female directors to more than one third (i.e., 33%). The Board of

25

Directors currently has 82% male members (9 members) and 18% female members (2 members). In the future, the Company will dedicate its efforts to increasing the number of female directors to attain this target.

Implementation status of the diversity policy for the Company's current board members:

Core items of Industry experience and Industry experience and Industry experience and Industry experience and Industry experience and Industry experience and


Basic Composition
diversification professional competencies
Gender Concurrent Role as
Company Employee
Term of Business management Leadership and decision
making
Knowledge of the industry Financial accounting Marketing Information technology
Age
Independent
distribution
Director
50 and under 51 to 60 Over 60 3 years and under 4 to 8 years Over 9 years
Name of director
Chairman
Cheng-Chiang
Chen
Male
Director
Chao-TungWong
Male
Director
Shyi-Chin Wang
Male
Director
Chih-FengLee
Male
Director
Chen Yang
Male
Director
Hsiu-Mei Liu
Female
Director
Yu-Lun Kuo
Female
Director
Po-Nien Lin
Male
Independent
director
Chia-JungChen
Male
Independent
director
Po-Han Wang
Male
Independent
director
Tai-KuangPeng
Male

26

(2) Independence of the Board of Directors: The Company currently has 3 independent directors, accounting for 27% of all directors. All independent directors have held the position for less than 9 years. The Company has received written statements from each independent director according to requirements for public companies, and verified the independence of the independent directors, their spouses, and relatives within the second degree of kinship. The Board of Directors continues to evaluate the independence of directors, considers whether or not the directors are able address constructive issues with management and other directors, whether or not their viewpoints are independent from management and other directors, and if their conduct inside and outside the Board of Directors is appropriate. The conduct of the Company's independent directors meets expectations in suitable situations. Hence, we believe that all independent directors are independent from the Company.

27

(II) Information on president, vice presidents, and accounting officer

March 31, 2024

Other managerial Other managerial Other managerial
Shares held by
Shares held in officer who is the
Shareholding spouse and
underage
the name of
spouse or a relative
Date children others within the second
degree
Edi d k i Cl hld ii i N
Title Nationality
Name
Gender
elected

Number of
Shares
Shareholding
percentage (%)
Number of
Shares
Shareholding
percentage (%)
Number of
Shares
Shareholding
percentage (%)
ucaton an wor experence
(Note 1)
oncurrenty e postons n
other companies
Title Name Relationship otes
(Note 2)
(appointed)
President Republic of
China

Chih-Feng
Lee
Male 2020.10.31
0
- - - - - Master's from the Department of
Mechanical Engineering, National
Cheng Kung University
Deputy Director , Equipment
Department,
China
Steel
Corporation




Chairperson of CSC Solar
Corporation, Director of Asia
Pacific Energy Development
Co.,
Ltd.,
Director
of
Pro-Ascentek
Investment
Corporation,
Director
of
Eminent III Venture Capital
Corporation, Supervisor of
China
Steel
Machinery
Corporation









-
- - N/A
Vice President
of Engineering
Group


Republic of
China

Chien-Chih
Chen

Male
2021.04.30
897
- - - - - Department
of
Industrial
Engineering and Management,
National Kaohsiung University of
Science and Technology
Assistant
Vice
President
of
Engineering Group, China Ecotek
Corporation





_
- - -
Vice President
of
Administration
Divison and
Chief
Corporate
Governance
Officer


Republic of
China

Li-Ming
Hu
Male 2020.09.30
0
- - - - - MBA from the University of
Oklahoma, US
Assistant
Vice
President
of
Administration Division, China
Ecotek Corporation



Director of Xiamen Mao Yu
Import and Export Trading
Ltd.


-
- -

28

Assistant Vice
President and
Accounting
Officer
Republic of
China

Ya-Min
Chuang
Female 2020.09.30
0
- - - - - Department
of
Accounting,
Tunghai University
Manager
of
the
Finance
&
Accounting Department, China
Ecotek Corporation



Supervisor
of
Chiun
Yu
Investment
Corporation,
Jing-Cherng-Fa
Investment
Corporation,
Chi-Yi
Investment Corporation, and
Hung-chuan
Investment
Corporation






-
- -

Note 1: The Company's president, vice presidents, accounting officer, and heads of each department and branch have not held any position at the accounting firm or its affiliates.

Note 2: Where the Chairperson, President, or individual with equivalent roles (highest-ranking managerial officer) are the same individual, spouses, or relatives within the first degree of kinship, the Company shall specify related information regarding the reason, reasonableness, necessity, and response measures (e.g., appointment of additional independent directors and requiring the appointment of more than half of the directors from individuals who are not employees or managerial officers).

29

III. Remuneration Paid to Directors, President, and Vice President in the Most Recent Year

(I) Remuneration Paid to Directors and Independent Directors

December 31, 2023; Unit: NT$ thousand

Director's remuneration Remuneration received as the Company's employee Total remuneration
(A+B+C+D+E+F+
Total remuneration
Remuneration
Severance pay

Directors'
Business
(A+B+C+D) as a
percentage of net
Salary, bonus
Severance
G) as a percentage
of net income after
(A) and pension
remuneration (C)
execution
income after tax (%)
and special
allowance (E)
pay and
pension (F)
Employee bonuses (G)
tax (%)
Remunerati
(B) expenses (D)
All All All All All All All All

The Company
All companies in the financial
report
on received
from
The companies
in the

investees
Title Name com com com com com com com Company
financial
other than
The Company panies in the financial
report
The Company panies in the financial
report
The Company panies in the financial
report
The Company panies in the financial
report
The Company panies in the financial
report
The Company panies in the financial
report
The Company panies in the financial
report

report
subsidiaries
or the
Cash dividend
amount
Stock dividend
amount
Cash dividend
amount
Stock dividend
amount
parent
company
Director China Steel
Corporation
21

21 0 0 4,722 4,722 1,018 1,018 5,761
and
1.03
5,761
and
1.03
11,058 11,058 0 0 59 0 59 0 16,878
and
3.03
16,878
and
3.03
11,878
Representative
of director

Cheng-Chiang
Chen
Representative
of director

Chao-Tung
Wong
Representative
of director

Shyi-Chin
Wang
Representative
of director

Chen Yang
Representative
of director

Chih-Feng
Lee
Director Hua Eng Wire
& Cable Co.,
Ltd.
Representative Hsiu-Mei Liu

30

of director
Director Great
Grandeul
Steel Co.,Ltd.
Representative
of director

Yu-Lun Kuo
Director Chin Ho Fa
Steel & Iron
Co., Ltd.
(Note 1)
Representative
of director

Tsan-Jen Chen
(Note 1)
Director Bai-Chien
Investment
Co.,Ltd.
Representative
of director

Po-Nien Lin
Independent
Director
Chia-Jung
Chen
1,800 1,800 0 0 0 0 489 489 2,289
and
0.41
2,289
and
0.41
0 0 0 0 0 0 0 0 2,289
and
0.41
2,289
and
0.41
0
Po-Han Wang
Tai-Kuang
Peng
Policies, system, standards and structure of compensation paid to Independent Directors and the correlation of such compensation with their responsibility, risks and
time devoted to business:
(1) The remuneration for Independent Directors is a fixed compensation. An Independent Director is entitled to a remuneration of NT$50,000 per month,the profit or
loss of the Company does not affect the fixed compensation of Independent Directors.
(2) Independent Directors shall participate in Board meetings, and the travel expenses shall be borne by the Company.
Other than as disclosed in the above table, the remuneration of directors providing services (e.g. providing consulting services as a non-employee) to the Company and all
consolidated entities in the latest fiscal year: None
Note 1: Chin Ho Fa Steel & Iron Co., Ltd. was dismissed after the election on June 21, 2023.

*Policies, system, standards and structure of compensation paid to Independent Directors and the correlation of such compensation with their responsibility, risks and time devoted to business:

(1) The remuneration for Independent Directors is a fixed compensation. An Independent Director is entitled to a remuneration of NT$50,000 per month , the profit or loss of the Company does not affect the fixed compensation of Independent Directors.

(2) Independent Directors shall participate in Board meetings, and the travel expenses shall be borne by the Company.

*Other than as disclosed in the above table, the remuneration of directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year: None Note 1: Chin Ho Fa Steel & Iron Co., Ltd. was dismissed after the election on June 21, 2023.

==> picture [85 x 31] intentionally omitted <==

31

Remuneration Range Table

Name of director Name of director Name of director Name of director
Total amount of the 4 preceding Total amount of the 7 preceding
Remuneration range
remunerations remunerations
for each director in
(A+B+C+D) (A+B+C+D+E+F+G)
this Company
All companies in All companies in
The Company
The Company
the financial report the financial report
Less than
NT$1,000,000
Hua Eng Wire &
Cable Co., Ltd.,
Great Grandeul
Steel Co., Ltd.,
Chin Ho Fa Steel &
Iron Co., Ltd.,
Bai-Chien
Investment Co.,
Ltd., Po-Nien Lin,
Chia-Jung Chen,
Po-Han Wang,
Tai-Kuang Peng
Hua Eng Wire &
Cable Co., Ltd.,
Great Grandeul
Steel Co., Ltd.,
Chin Ho Fa Steel
& Iron Co., Ltd.,
Bai-Chien
Investment Co.,
Ltd., Po-Nien Lin,
Chia-Jung Chen,
Po-Han Wang,
Tai-Kuang Peng
Hua Eng Wire &
Cable Co., Ltd.,
Great Grandeul
Steel Co., Ltd.,
Chin Ho Fa Steel
& Iron Co., Ltd.,
Bai-Chien
Investment Co.,
Ltd., Po-Nien
Lin, Chia-Jung
Chen, Po-Han
Wang, Tai-Kuang
Peng

Hua Eng Wire &
Cable Co., Ltd.,
Great Grandeul
Steel Co., Ltd.,
Chin Ho Fa Steel
& Iron Co., Ltd.,
Bai-Chien
Investment Co.,
Ltd., Po-Nien Lin,
Chia-Jung Chen,
Po-Han Wang,
Tai-Kuang Peng
NT$1,000,000
(inclusive) to
NT$2,000,000
(exclusive)
None None None None
NT$2,000,000
(inclusive) to
NT$3,500,000
(exclusive)
None None None None
NT$3,500,000
(inclusive) to
NT$5,000,000
(exclusive)
China Steel
Corporation
China Steel
Corporation
China Steel
Corporation
China Steel
Corporation
NT$5,000,000
(inclusive) to
NT$10,000,000
(exclusive)
None None Cheng-Chiang
Chen, Chih-Feng
Lee
Cheng-Chiang
Chen, Chih-Feng
Lee
NT$10,000,000
(inclusive) to
NT$15,000,000
(exclusive)
None None None None
NT$15,000,000
(inclusive) to
NT$30,000,000
(exclusive)
None None None None

32

NT$30,000,000
(inclusive) to
NT$50,000,000
(exclusive)
None None None None
NT$50,000,000
(inclusive) to
NT$100,000,000
(exclusive)
None None None None
Higher than
NT$100,000,000
None None None None
Total 8 8 10 10

Note: 1. Except for Po-Nien Lin, representative of Bai-Chien Investment Co., Ltd., the Company's remuneration to directors is paid to the institutional shareholder and not the representative.

  1. Remuneration includes salaries and employee bonuses for representatives of institutional directors who are concurrently employees of the Company.

33

(II) Remunerations to the president and vice presidents

December 31, 2023; Unit: NT$ thousand

Total Total
Severanc
Bonuses and
ll
remuneration
Salary e pay and Employee bonuses (A+B+C+D)
(A) pension aowances,
etc. (C)
(D) as a percentage
(B) of net income Remunerati
after tax(%) on received
All
The Company
All companies in the
financial report
from
The
c
ompanies in investees
Title Name All
All
All
Company
t
he financial other than
The Company companies in the
financial report
The Company
companies in the
financial report
The Company companies in the
financial report
report subsidiaries
Cash dividend
amount
Stock dividend
amount
Cash dividend
amount
Stock dividend
amount
or the
parent
company
President Chih-Feng
Lee
6,761
6,761 0 0 6,256 6,256 171 0 171 0 13,188
and
2.37
13,188
and
2.37
354
Vice
President
Li-Ming Hu
Vice
President

Chien-Chih
Chen
Remuneration Range Table
Names of president and vice
presidents
Range of remuneration paid to presidents and vice presidents All companies
The Company in the financial
report
Less than NT$1,000,000 None None
NT$1,000,000(inclusive)to NT$2,000,000(exclusive) None None
NT$2,000,000(inclusive)to NT$3,500,000(exclusive) None None
NT$3,500,000 (inclusive) to NT$5,000,000 (exclusive) Li-Ming Hu,
Chien-Chih
Chen
Li-Ming Hu,
Chien-Chih
Chen
NT$5,000,000(inclusive)to NT$10,000,000(exclusive) Chih-FengLee Chih-FengLee
NT$10,000,000(inclusive)to NT$15,000,000(exclusive) None None
NT$15,000,000(inclusive)to NT$30,000,000(exclusive) None None
NT$30,000,000(inclusive)to NT$50,000,000(exclusive) None None
NT$50,000,000(inclusive)to NT$100,000,000(exclusive) None None
Higher than NT$100,000,000 None None
Total 3 3

34

(III) Names of managerial officers that received employee bonuses and status of the distribution

December 31,2023; December 31,2023; December 31,2023; Unit: NT$thousand Unit: NT$thousand
Ratio of total
Stock Cash
Title Name Total amount to net
amount amount
income(%)
Managerial
Officers
President Chih-FengLee - 220 220 0.04
Vice President
Li-MingHu
Vice President
Chien-Chih
Chen
Assistant Vice
President and
Accounting
Officer
Ya-Min Chuang

(IV) Analysis of remuneration to directors, presidents and vice presidents of the Company as a percentage of the net income after tax. Explanation of remuneration policies, standards and combination of the procedures in determining remuneration, and association with business performance and future risks:

Total remuneration and as a percentage of net income after tax Total remuneration and as a percentage of net income after tax Total remuneration and as a percentage of net income after tax Total remuneration and as a percentage of net income after tax Total remuneration and as a percentage of net income after tax
2022 2023
All companies All companies
included in the included in the Percentage of
Title The The
consolidated consolidated change
Company Company
financial financial
statements statements
Director 3.74% 3.74% 3.44% 3.44% -8.02%
President
and Vice
President
2.42% 2.42% 2.37% 2.37% -2.07%

Remuneration policies, standards and combination of the procedures in determining remuneration, and association with business performance and future risks:

  1. Directors: Pursuant to Article 27-1 of the Company's Articles of Incorporation, transportation expenses of directors, remuneration of independent directors, and

35

salary of the chairperson shall be determined by the board of directors according to the relevant standards adopted in the industry and TWSE/TPEx listed companies. The Company's independent directors only receive a fixed amount of compensation and do not take part in the distribution of remuneration to directors. Pursuant to Article 32 of the Articles of Incorporation: "If the Company has profit for the year, the Board of Directors shall resolve to allocate no more than 1% as directors' remuneration. According to Article 9 of the Company's Board of Directors Performance Evaluation Guidelines, the performance evaluation results of individual directors (excluding independent directors) are used as the basis for the distribution of remuneration to directors. The evaluation covers: Understanding of company goals and missions, understanding of director responsibilities, level of participation in company operations, internal relationship management and communication, director's specialty and continuing education, and internal controls. The Company has completed Year 2023 Board performance evaluation and establish director's remuneration distribution principles according to the Regulations Governing the Evaluation of Board Performance. Director's remuneration will be distributed according to the principles.

  1. President and vice presidents: Reasonable remuneration is determined for the president and vice presidents based on the Company's business performance and their individual performance, as well as standards of the industry and public companies, and is in accordance with the Company's "Regulations for Distribution of Performance Bonuses from Earnings" and "Regulations for Distribution of Employee Bonuses." Their performance targets and performance appraisal items are set at the beginning of the year based on their duties and positions they are scored at the end of the year based on actual achievements and contributions to form the basis for the evaluation. The evaluation items include the Company's business performance, indicators linked to ESG-related performance evaluation, the Company's development and strategy planning, corporate governance, and labor safety management. Related performance evaluation and the salary and the reasonableness of remuneration must be reviewed by the Remuneration Committee and the Board of Directors. The remuneration system shall also be reviewed based on actual business operations and changes in regulations to balance the Company's sustainable development and risk management.

36

IV. Implementation of Corporate Governance

(I) Operation of Board of Directors

A total of 7 (A) Board meetings were held between January 2023 and

March 2024. The attendance of directors was as follows:

Actual
Attendance Required
attendance
Title Name Representative in person Attendance attendance Notes
by proxy rate (%)
(B) (A)
(B/A)
Chairperson China Steel
Corporation
Cheng-Chiang
Chen
7 0 7 100
Director Chao-Tung
Wong
7 0 7 100
Director Shyi-Chin
Wang
7 0 7 100
Director Chih-Feng Lee 6 1 7 85.7
Director Chen Yang 7 0 7 100
Director Hua Eng Wire &
Cable Co., Ltd.
Hsiu-Mei Liu 6 1 7 85.7
Director Great Grandeul
Steel Co., Ltd.
Yu-Lun Kuo 7 0 7 100
Director Chin Ho Fa Steel
& Iron Co., Ltd.
Tsan-Jen Chen 2 0 2 100 Dismissed
on June 21,
2023
Director Bai-Chien
Investment Co.,
Ltd.
Po-Nien Lin 5 0 5 100 Elected on
2023.06.21
Independent
Director
Chia-Jung Chen - 7 0 7 100
Independent
Director
Po-Han Wang - 7 0 7 100
Independent
Director
Tai-Kuang Peng - 5 2 7 71.4
Other details that need to be recorded in meeting minutes:
I.
If any of the following circumstances occurs in the operation of the Board of Directors, the
date, period, content of the motions, the opinions of all independent directors, and the
Company's handling of independent directors' opinions shall be stated:
(I) Items specified in Article 14-3 of the Securities and Exchange Act: Refer to Item 1 (1) in
"Other matters that should be recorded" in the "State of operations of the Audit
Committee" on page 44~45 of the Annual Report.
(II) In addition to the aforementioned matters, other Board meeting resolutions with
independent directors' dissenting and unqualified opinions in records or written statements:
None.

37

II. Specify the name of the director, agenda item, reason for recusal, and participation in voting of directors who recused themselves from agenda items they have a conflict of interest: The director or legal person represented had a conflict of interest in the following agenda items, so the director or representative recused him/herself from the discussion and voting:

Meeting Agenda Name of director Reason for recusal
date who recused
him/herself
2023/05/03 Passed the review of the nomination of
the members of 11th-term Independent
Directors and the nomination of
non-independent Directors.
Chia-Jung Chen,
Po-Han Wang
Conflict of interest
Passed performance evaluation and
review results for the President and
Vice Presidents for 2023.
Chih-Feng Lee Conflict of interest
Passed the proposed performance
bonus for the Chairperson, President,
and Vice Presidents.
Cheng-Chiang
Chen, Chih-Feng
Lee
Conflict of interest
2023/08/02 Passed the items for the business
management performance evaluation
of the President and Vice Presidents in
2023.
Chih-Feng Lee Conflict of interest
Passed the proposed remuneration
distribution for the Chairperson,
President and Vice Presidents.
Cheng-Chiang
Chen, Chih-Feng
Lee
Conflict of interest
2023/12/27 Passed the salary adjustment of the
Chairperson, President, Vice President
of Administration Dept., and Vice
President of EngineeringDept..
Cheng-Chiang
Chen, Chih-Feng
Lee
Conflict of interest

III. Implementation of Board performance evaluations: The Company established the Board of Directors Performance Evaluation Guidelines for the annual internal performance evaluation of the Board of Directors. The Company shall appoint an external professional independent agency or a team of external experts and scholars to conduct an external performance evaluation at least once every three years. The scope of the evaluation includes the performance evaluation of the board as a whole, individual directors,

and functional committees.

Evaluation Evaluation Scope of Evaluation Evaluation items
cycle period evaluation method
Internal
evaluations
shall be
2023.01.01
~2023.12.31

Board of
Directors,
Board
In addition to the
self-evaluation,
the evaluations
(1) The criteria for evaluating the
performance of the Board of Directors
shall cover at least the following five

38

implemented
each year and
an external
evaluation
shall be
implemented
at least once
every three
years.
members,
and
functional
committees
under the
Board of
Directors
are conducted in
accordance with
the Company's
"Board of
Directors
Performance
Evaluation
Guidelines" and
the Company
appointed
Taiwan
Corporate
Governance
Association for
the external
performance
evaluation on
September 19,
2022.
aspects:
A.
Participation in the operation of the
Company
B.
Improvement of the quality of the
Board of Directors' decision making
C.
Composition and structure of the
Board of Directors
D.
Election and continuing education
of the Directors
E.
Internal control
(2) The criteria for evaluating the
performance of the Directors shall cover
at least the following six aspects:
A.
Familiarity with the goals and
missions of the Company
B.
Awareness of the duties of Directors
C.
Participation in the operation of the
Company
D.
Management of internal
relationship and communication
E.
The Director's professionalism and
continuing education
F.
Internal control
(3) The measurement items of functional
committee performance evaluation shall
cover the following five aspects:
A.
Participation in the operation of the
Company
B.
Awareness of the duties of the
functional committee
C.
Improvement of the quality of the
functional committee's decisions
D.
Composition and election of
members of the functional committee
E.
Internal control

The performance evaluation of the Board of Directors and functional committees in 2023 include 20 self-evaluation indicators. The maximum score for each self-evaluation indicator is 5 points. The evaluation results were reported to the Board of Directors on February 27, 2024, and are summarized as follows: (I) Board performance evaluation: Total average score of the questionnaire: 95.27 points. Total average indicator score: 4.76 points. The indicator with an average score lower than the overall average score was "members of the Board of Directors have sufficient knowledge of the Company, its management team, and its industry" for which the score was 4.64 points. The repetitive indicator with relatively low scores was the "Director's attendance in shareholders' meetings" for which the score was 3 points. (II) Performance evaluation of directors: Total average score of the questionnaire: 96

39

points. Total average indicator score: 4.80 points.
(III) Results of the performance evaluation of the Audit Committee: Total average
score of the questionnaire: 99 points. Total average indicator score: 4.95 points.
(IV) Results of the performance evaluation of the Remuneration Committee: Total
average score of the questionnaire: 99 points. Total average indicator score: 4.95
points.
The Company appointed Taiwan Corporate Governance Association to conduct an
external performance evaluation of the Board of Directors every three years. The
most recent evaluation period was from October 1, 2021 to September 30, 2022. The
Company obtained the evaluation report issued by the Association on November 21,
2022 and reported results to the 20th meeting of the 10th-term Board of Directors on
December 21, 2022.
IV. Goals for enhancing Board functions and evaluation of implementation in the
current year and most recent year:
(I) Established the Regulations Governing Procedures for Board of Directors
Meetings as the basis for Board operations.
(II) Established standard operating procedures for handling directors' request, in
order to assist directors in performing their duties and improve Board
performance.
(III) Important resolutions adopted by the Board of Directors are all announced on
the company website, and liability insurance has been purchased for directors.
(IV) Established a Compensation Committee, established and periodically reviewed
the reasonableness of directors and managerial officers' remuneration policy,
system, standards, and structure, and submitted recommendations to the Board
of Directors for discussion.
(V) Established an Audit Committee responsible for evaluation of the effectiveness
of internal controls and other material matters specified by the Company or
competent authority, and submitted recommendations to the Board of Directors
for discussion.
(VI) Appointed the Vice President of Administration Group as the corporate
governance officer.
(VII)
Regularly or irregularly announces material financial and business
information according to laws and regulations.
V. Is at least one independent director in attendance duringeach Board meeting: Yes.

40

(II) Operation of the Audit Committee

The Company's Audit Committee is formed by 3 independent directors. The Audit Committee assists the Board of Directors in supervising the Company's quality and integrity with respect to accounting, audit, financial reporting procedures, and financial controls. The Audit Committee convened 6 meetings between January 2023 and March 2024, and matters reviewed mainly include:

  1. Review of the establishment or amendments to the internal control system according to Article 14-1 of the Securities and Exchange Act.

  2. Assessment of the effectiveness of the internal control system.

  3. Review of the establishment or amendments to asset acquisition/disposal procedures, derivative trading procedures, procedures on loans to others, endorsement and guarantee procedures, and other procedures of major financial consequences as specified in Article 36-1 of the Securities and Exchange Act.

  4. Review of matters in which a director is an interested party.

  5. Review of material asset or derivatives transactions.

  6. Review of loans of funds, endorsements, or provision of guarantees of a material nature.

  7. Review of the offering, issuance, or private placement of equity-type securities.

  8. Review of the appointment, dismissal, or compensation of the certifying CPAs.

  9. Review of the appointment and removal of the financial, accounting, or internal auditing officers.

  10. Review of the annual financial statements signed or sealed by the Chairperson, managerial officer, and chief accounting officer and the first, second, and third-quarter financial report audited and certified by the CPA.

  11. Other material matters specified by the Company or competent authority.

41

Information on Audit Committee members

Qualifications
Position
Professional qualifications and experience
Name
Independent
Director
Po-Han Wang
(Convener)
Please refer to "Three. Corporate Governance II.
(I) Information on directors (2) Disclosure of
Information on the Professional Qualifications of
Directors and Independence of Independent
Directors" of the annual report.
Independent
Director
Chia-Jung Chen Please refer to "Three. Corporate Governance II.
(I) Information on directors (2) Disclosure of
Information on the Professional Qualifications of
Directors and Independence of Independent
Directors" of the annual report.
Independent
Director
Tai-Kuang Peng Please refer to "Three. Corporate Governance II.
(I) Information on directors (2) Disclosure of
Information on the Professional Qualifications of
Directors and Independence of Independent
Directors" of the annual report.

Key work items this year are summarized below:

  • 1.Financial Assessment Report

Review the 2023 Business Report, financial statements and consolidated financial statements, and earnings distribution proposal, and submit them to the Board of Directors for approval. After the financial statements are audited by the CPAs, the Audit Committee will prepare an audit report for acknowledgment by the 2024 Shareholder's Meeting. The business report, financial statements, and earnings distribution proposal have been reviewed by the Audit Committee as correctly portraying the Company's business activities.

  • 2.Evaluate the effectiveness of the internal control system

  • Evaluate the effectiveness of policies and procedures (including financial, operational, risk management, information security, and compliance control measures) of the Company's internal control system, and review periodic reports submitted by the Internal Audit

42

Office, CPAs, and management. The Audit Committee believes that the Company's risk management and internal control system is effective, and the Company has taken necessary control mechanisms to supervise and rectify violations.

3.Appointment of CPAs

To ensure the independence of the accounting firm, the Audit Committee evaluates the independence, professionalism, and suitability of the CPAs, and verifies if they are related parties or have business or financial interests in the Company. The Audit Committee reviewed and approved the "2022 Audit Quality Indicators (AQIs)" evaluation report provided by the CPAs on February 27, 2024 and all items met standards in the independence evaluation.

A total of 6 (A) Audit Committee meetings of the 11th-term Board of Directors were held between January 2023 and March 2024. The attendance of independent directors was as follows:

Attendan
Actual
ce in Attendance
Required
Title Name attendance rate Notes
person by proxy attendance
(%) (B/A)
(B)
Independent
Director
Po-Han
Wang
6 0 6 100 None
Independent
Director
Chia-Jung
Chen
6 0 6 100 None
Independent
Director
Tai-Kuang
Peng

4
2 6 66.7 None

43

Other details that need to be recorded in meeting minutes:

  • I. Where any of the following circumstances occurs with respect to the operations of the Audit Committee, the date, session, details of the motions, the resolutions from the Audit Committee, and measures taken in accordance with the Audit Committee's recommendations, shall be specified.

  • (I) Items specified in Article 14-5 of the Securities and Exchange Act:

Other details that need to be recorded in meeting minutes:
.
Where any of the following circumstances occurs with respect to the operations of the Audit
Committee, the date, session, details of the motions, the resolutions from the Audit
Committee, and measures taken in accordance with the Audit Committee's recommendations,
shall be specified.
(I)
Items specified in Article 14-5 of the Securities and Exchange Act:
Date and
session of
Board meeting
Agenda
Resolution
of the Board
meeting
Resolutions of the Audit Committee
2023.02.21
10th-term 21st
Board meeting
Discussion item 1: The Company's
2022 Business Report and financial
statements.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: 2022 earnings
distribution proposal.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2022
Statement of Internal Control System.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 5: Change of the
accountants from Yu-Hsiang Liu and
Chao-Chun Wang to Li-Yuan Kuo and
Chao-Chun Wang.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 6: Adjustment of fees
to certifying CPA.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the firstquarter of 2023.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
Discussion item 2: Proposal to donate
NT$250,000 to CSC Group Education
Foundation.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the secondquarter of 2023.
Passed by all
directors
present at
the meeting
1st Audit Committee meeting of the
11th-term Board of Directors on August
2, 2023: Passed with the approval of all
members in attendance.
Other details that need to be recorded in meeting minutes:
.
Where any of the following circumstances occurs with respect to the operations of the Audit
Committee, the date, session, details of the motions, the resolutions from the Audit
Committee, and measures taken in accordance with the Audit Committee's recommendations,
shall be specified.
(I)
Items specified in Article 14-5 of the Securities and Exchange Act:
Date and
session of
Board meeting
Agenda
Resolution
of the Board
meeting
Resolutions of the Audit Committee
2023.02.21
10th-term 21st
Board meeting
Discussion item 1: The Company's
2022 Business Report and financial
statements.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: 2022 earnings
distribution proposal.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2022
Statement of Internal Control System.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 5: Change of the
accountants from Yu-Hsiang Liu and
Chao-Chun Wang to Li-Yuan Kuo and
Chao-Chun Wang.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 6: Adjustment of fees
to certifying CPA.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the firstquarter of 2023.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
Discussion item 2: Proposal to donate
NT$250,000 to CSC Group Education
Foundation.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the secondquarter of 2023.
Passed by all
directors
present at
the meeting
1st Audit Committee meeting of the
11th-term Board of Directors on August
2, 2023: Passed with the approval of all
members in attendance.
Other details that need to be recorded in meeting minutes:
.
Where any of the following circumstances occurs with respect to the operations of the Audit
Committee, the date, session, details of the motions, the resolutions from the Audit
Committee, and measures taken in accordance with the Audit Committee's recommendations,
shall be specified.
(I)
Items specified in Article 14-5 of the Securities and Exchange Act:
Date and
session of
Board meeting
Agenda
Resolution
of the Board
meeting
Resolutions of the Audit Committee
2023.02.21
10th-term 21st
Board meeting
Discussion item 1: The Company's
2022 Business Report and financial
statements.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: 2022 earnings
distribution proposal.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2022
Statement of Internal Control System.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 5: Change of the
accountants from Yu-Hsiang Liu and
Chao-Chun Wang to Li-Yuan Kuo and
Chao-Chun Wang.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 6: Adjustment of fees
to certifying CPA.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the firstquarter of 2023.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
Discussion item 2: Proposal to donate
NT$250,000 to CSC Group Education
Foundation.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the secondquarter of 2023.
Passed by all
directors
present at
the meeting
1st Audit Committee meeting of the
11th-term Board of Directors on August
2, 2023: Passed with the approval of all
members in attendance.
Other details that need to be recorded in meeting minutes:
.
Where any of the following circumstances occurs with respect to the operations of the Audit
Committee, the date, session, details of the motions, the resolutions from the Audit
Committee, and measures taken in accordance with the Audit Committee's recommendations,
shall be specified.
(I)
Items specified in Article 14-5 of the Securities and Exchange Act:
Date and
session of
Board meeting
Agenda
Resolution
of the Board
meeting
Resolutions of the Audit Committee
2023.02.21
10th-term 21st
Board meeting
Discussion item 1: The Company's
2022 Business Report and financial
statements.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: 2022 earnings
distribution proposal.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2022
Statement of Internal Control System.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 5: Change of the
accountants from Yu-Hsiang Liu and
Chao-Chun Wang to Li-Yuan Kuo and
Chao-Chun Wang.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 6: Adjustment of fees
to certifying CPA.
Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the firstquarter of 2023.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
Discussion item 2: Proposal to donate
NT$250,000 to CSC Group Education
Foundation.
Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the secondquarter of 2023.
Passed by all
directors
present at
the meeting
1st Audit Committee meeting of the
11th-term Board of Directors on August
2, 2023: Passed with the approval of all
members in attendance.
Date and Resolution
session of Agenda of the Board Resolutions of the Audit Committee
Board meeting meeting
2023.02.21
10th-term 21st
Board meeting
Discussion item 1: The Company's
2022 Business Report and financial
statements.


Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: 2022 earnings
distribution proposal.

Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2022
Statement of Internal Control System.

Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 5: Change of the
accountants from Yu-Hsiang Liu and
Chao-Chun Wang to Li-Yuan Kuo and
Chao-Chun Wang.



Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
Discussion item 6: Adjustment of fees
to certifying CPA.

Passed by all
directors
present at
the meeting
15th Audit Committee meeting of the
10th-term
Board
of
Directors
on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the firstquarter of 2023.



Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
Discussion item 2: Proposal to donate
NT$250,000 to CSC Group Education
Foundation.


Passed by all
directors
present at
the meeting
16th Audit Committee meeting of the
10th-term Board of Directors on May 3,
2023: Passed with the approval of all
members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the secondquarter of 2023.



Passed by all
directors
present at
the meeting
1st Audit Committee meeting of the
11th-term Board of Directors on August
2, 2023: Passed with the approval of all
members in attendance.

44

2023.11.01
11th-term 3th
Board meeting
Discussion item 1: Passed the draft of
the Consolidated Financial Statements
and Independent Auditors' Review
Report for the thirdquarter of 2023.



Passed by all
directors
present at
the meeting
11th Audit Committee meeting of the
10th-term
Board
of
Directors
on
November 1, 2023: Passed with the
approval of all members in attendance.
2024.02.27
11th-term 5th
Board meeting
Discussion item 1: The Company's
2023 Business Report and financial
statements.


Passed by all
directors
present at
the meeting
4th Audit Committee meeting of the
11th-term
Board
of
Directors
on
February 27, 2024: Passed with the
approval of all members in attendance.
Discussion item 3: 2023 earnings
distribution proposal.

Passed by all
directors
present at
the meeting
4th Audit Committee meeting of the
11th-term
Board
of
Directors
on
February 27, 2024: Passed with the
approval of all members in attendance.
Discussion item 4: Prepared the 2023
Statement of Internal Control System.

Passed by all
directors
present at
the meeting
4th Audit Committee meeting of the
11th-term
Board
of
Directors
on
February 27, 2024: Passed with the
approval of all members in attendance.
Report item 6: Assessment report on
the independence and competence of
the CPAs.


No opinions
from any of
the directors
present at
the meeting
4th Audit Committee meeting of the
11th-term
Board
of
Directors
on
February 27, 2024: Passed with the
approval of all members in attendance.
Discussion item 6: Renewal of the
lease of the "First Administrative
Building
and
facilities
originally
belongingto CSSC" of China Steel.



Passed by all
directors
present at
the meeting
4th Audit Committee meeting of the
11th-term
Board
of
Directors
on
February 27, 2024: Passed with the
approval of all members in attendance.
  • (II) Any issues apart from the aforementioned matters that are not agreed upon by the Audit Committee but passed by more than two thirds of all directors: None.

  • II. If independent directors recused from themselves from an agenda item in which they have a conflict of interest, specify the name of the independent director, agenda item, reason for recusal, and participation in voting: None.

III. Communication between independent directors and internal auditors and accountants

  • (I) Communication between independent directors and chief internal auditor: The Company's chief internal auditor attends Audit Committee meetings and routine Board meetings without voting rights, and reports the recent implementation of auditing. The chief internal auditor fully communicates with independent directors regarding the contents of audits, deficiencies found in the internal control system, and improvement and tracking of abnormalities. The Internal Audit Office provides written audit reports and improvement tracking reports to independent directors every 2 months, and directly communicates with independent directors via e-mail, telephone, or face-to-face when

45

necessary. Interactions between independent directors and chief internal auditor in 2023:

Date Main Points of Communication Opinions of the
Independent
Directors
Response to the
Opinions of
Independent
Directors
2023.02.21 Report of the implementation status of
the 2023 Audit Plan
No opinions
issued
N/A
Prepared the 2023 Statement of Internal
Control System
Approved N/A
2023.05.03 Report of the implementation status of
the 2023 Audit Plan
No opinions
issued
N/A
2023.08.02 Report of the implementation status of
the 2023 Audit Plan
No opinions
issued
N/A
2023.11.01 Report of the implementation status of
the 2023 Audit Plan
No opinions
issued
N/A
2023.12.27 Report of the implementation status of
the 2023 Audit Plan
No opinions
issued
N/A
Formulation of the 2024 Internal Audit
Plan
Approved N/A

(II) Communication between independent directors and CPAs

The Company's CPAs communicate and discuss matters relating to financial statements during routing Board meetings each quarter. The Company's CPAs may communicate during individual meetings with Audit Committee members or independent directors

based on their professional judgment.

Communication between independent directors and CPAs in 2023:

Date Main Points of Communication Opinions of the
Independent
Directors
Response to the
Opinions of
Independent
Directors
2023.11.01 Mainly discussed the 2023
financial statement audit
method, significant risks and
key audit matters, independence
of CPAs, and Audit Quality
Indicators (AQIs).
No opinion during
the meeting
Meeting between
the CPAs and
independent
director, in which
the Company was
represented by the
chief internal
auditor.

46

(III) Corporate governance implementation status and deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

Operatingstatus Operatingstatus Operatingstatus Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and
reasons
I.
Does the company
establish and disclose
its corporate
governance principles
in accordance with the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx-Listed
Companies?
V The Company established
Corporate Governance Best
Practice
Principles
on
December 20, 2018, and has
revised the principles in
response to amendments to
laws and regulations. The
most recent revision was the
third revision by the Board
of Directors on September
29,
2022,
which
was
disclosed on the MOPS and
companywebsite.












No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
II.
Company stock equity
structure and
shareholder equity
(I) Did the company
establish internal
procedures for
addressing
shareholder
suggestions, doubts,
disputes, and
litigation matters and
implement the
procedures
accordingly?
V The
Company
has
established a spokesperson
system and other related
internal
procedures,
and
personnel can implement the
procedures accordingly. If
shareholders
have
any
recommendations
or
disputes
regarding
stock
affairs, the Company has
dedicated personnel and a
stock
affairs
agency
to
handle
shareholders'
recommendations,
questions,
disputes,
and
lawsuits.














No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(II) Does the company
have a list of major
shareholders that
V The Company has list of
major shareholders that have
actual
control
over
the



No deviation from
the Corporate
Governance Best

47

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
have actual control
over the Company
and a list of ultimate
owners of those
majorshareholders?
Company at all times and
has
appointed
the
shareholder service agency

President
Securities
Corporation forassistance.




Practice Principles
for TWSE/TPEx
Listed Companies.
(III) Does the company
establish and
implement risk
management and
firewall systems
within its
conglomerate
structure?
V The Company established
Management Guidelines for
Related Party Transactions,
which regulates transactions
between
affiliated
enterprises.
The
content
includes
management
procedures for transactions
such as the purchase and
sales
of
goods
and
acquisition or disposal of
assets, and requirements for
submitting related material
transactions to the Board of
Directors for approval and
report to the shareholders'
meeting. The Company also
established internal control
and
internal
audit
regulations for supervising
subsidiaries
to
strictly
control risks.





















No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(IV) Does the company
establish internal
rules against insiders
trading with
undisclosed
information?
V The Company established
the
"Procedures
for
Handling Internal Material
Information"
and
"Guidelines
for
Appointment of Spokesman
and
Deputy
Spokesman"
and the Board of Directors
approved the establishment
of
the
"Regulations
Governing
Prevention
of
Insider
Trading"
on
September 29,2022,which













No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

48

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
prohibit
insiders
of
the
Company
from
trading
securities using undisclosed
information in the market.
We also announced relevant
regulations
prohibiting
insider trading so that those
who cause damage to the
Company's
properties
or
interests
shall
be
held
legally
liable
through
appropriate channels.
Article 9 of the Company's
"Regulations
Governing
Prevention
of
Insider
Trading" states: "During the
closed period of 30 days
prior to the announcement
of
the
annual
financial
statements and 15 days prior
to the announcement of the
quarterly
financial
statements, the Directors,
Managerial Officer,
Vice
Presidents, and Accounting
Officer of the Company may
not buy or sell securities of
the Company on their own
or in the name of others."
Starting
from
the
19th
meeting of the 10-term
Board
of
Directors
on
November 3, 2022, the
Finance
&
Accounting
Department will notify such
individuals by email of the
aforementioned
closed
period
prior
to
the
announcement
of
the
financial statements. The






































49

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
Company
provides
an
insider trading prevention
course
briefing
to
the
current Directors at least
once each year and sent the
"2023
Insider
Trading
Prevention Course" briefing
to the current Directors by
email on December 5, 2023.
We also placed the insider
trading prevention course
briefings on the Company's
internal official website for
employees to view, and they
were viewed475 times.













III. Board compositions
and responsibilities
(I) Has the Board of
Directors established
a diversity policy and
specific management
goals, and
implemented them
accordingly?

V
1. The Company set forth its
diversity
policy
in
"Chapter 3 Enhancing the
Functions" of the Board of
Directors in the Corporate
Governance Best Practice
Principles
and
it
was
passed at the 11th meeting
of the 9th-term Board of
Directors on December
20, 2018. The Company's
Board
members
are
nominated and selected
using
the
candidate
nomination
system
according to the Articles
of Incorporation. Besides
evaluating the academic
background
and
experience of candidates,
the
opinions
of
stakeholders
are
also
taken into consideration,






















No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

50

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
ensuring the diversity and
independence of Board
members according to the
"Regulations
Governing
the Election of Directors"
and
"Corporate
Governance Best Practice
Principles."
2. Among the 11 directors
(including 3 independent
directors) of the 11th-term
Board of Directors, the
directors as a whole have
business
management,
leadership
and
decision-making,
knowledge of the industry,
and
risk
management
abilities.
Cheng-Chiang
Chen, Chih-Feng Lee, and
Chen Yang have practical
experience in construction
management; Chao-Tung
Weng, Hsi-Chin Wang,
Yu-Lun
Kuo,
Po-Nien
Lin, and Tai-Kuang Peng
have
an
expertise
in
business
management;
Hsiu-Mei Liu and Po-Han
Wang have an expertise in
accounting
or
finance;
Chao-Tung
Weng
and
Chia-Jung
Chen
have
professional
knowledge
on resource engineering,
fully achieving the goal of
Board
diversity.
The
directors have provided
excellent advice for the
Company's business and





































51

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
finances.
3. Of the Company's current
directors,
9%
are
employees
of
the
Company,
27%
are
independent directors and
18% are female directors.
All
3
independent
directors have held the
position for less than 9
years.
2
directors
are
above 70 years old, 5
directors are 61-70 years
old, 2 directors are 51-60
years old, and 2 directors
are under 50 years old.
The Company
attaches
importance
to
gender
equality
in
its
Board
composition and aims to
increase the proportion of
female directors to more
than one third (i.e., 33%).
The Board of Directors
currently has 82% male
members (9 members) and
18% female members (2
members). In the future,
the
Company
will
dedicate its efforts to
increasing the number of
female directors to attain
this target.
4. The diversity policy for
the composition of the
Board of Directors is
disclosed
on
the
Company's
official
website and the Market
Observation Post System.




































52

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
(II) Does the company
voluntarily establish
other functional
committees in
addition to the
Compensation
Committee and Audit
Committee?

V
The
Company
has
established a Compensation
Committee
and
Audit
Committee, each formed by
three independent directors.
The
Company
also
established
a
Corporate
Sustainable
Development
Committee to implement
ESG
and
sustainable
development work.










No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(III) Does the company
establish standards
and methods for
evaluating Board
performance,
conduct annual
performance
evaluations, submit
performance
evaluation results to
the Board, and use
the results as a basis
for determining the
remuneration and
nomination of
individual directors?
V The Company established
Regulations Governing the
Evaluation
of
Board
Performance, and evaluates
the
performance
of
the
Board
of
Directors,
individual Board members,
and functional committees
under the Board of Directors
each year. Self-evaluations
are conducted through a
questionnaire and evaluation
results are summarized by
the Company's Finance &
Accounting
Department,
which are reported to the
Board of Directors in the
first quarter of the following
year as the basis for review
and improvement.
The Company's Board of
Directors
performance
evaluation results shall be
used
as
the
basis
for
selecting
or
nominating
directors. The performance
evaluation
of
individual
directors
(excluding
independent directors)are




























No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

53

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
used as the basis for the
distribution of remuneration
for directors. Please see the
Corporate
Governance
Section on the company
website for details of the
2023 Board performance
evaluation results.
To continue to increase the
independence
and
effectiveness of the board
performance evaluation, the
regulations specified that the
Company shall appoint an
external
professional
independent agency or a
team of external experts and
scholars
to
conduct
an
external
performance
evaluation of the Board of
Directors at least once every
three years. The Company
appointed
the
Taiwan
Corporate
Governance
Association to conduct the
external
performance
evaluation of the Board of
Directors
in
2022.
The
results
of
the
external
evaluation are disclosed on
the Company's website.




























(IV) Does the Company
regularly implement
assessments on the
independence of
CPA?
V The
Company's
Audit
Committee
evaluates
the
independence
and
competency of the CPAs
every year. In addition to
requiring
the
CPAs
to
provide the "Declaration of
Independence" and "Audit
QualityIndicators(AQIs)",








No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

54

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
it also evaluates the results
based on the standards set
forth on page 68 (Note 1) of
the annual report and 13
AQI indicators. With the
exception of expenses for
auditing and taxation cases,
the certifying CPAs and the
Company have no other
common financial interests
or business relations, and
the CPAs and their family
members did not violate the
requirements
of
independence.
We
also
referenced AQI information
and confirmed that the CPA
and the CPA firm's audit
experience
and
training
hours
outperformed
the
industry average. We have
also
incorporated
digital
audit tools in the last 3 years
to increase the audit quality.
After
discussions
and
approval
in
the
Audit
Committee regarding the
evaluation results in the
most
recent
year
on
February
27,
2024,
the
results were reported to the
Board
of
Directors
for
approval of the evaluation
of the independence and
competency of the CPAs on
the same day.


































IV. Does the public
company have a
suitable number of
competent corporate
V The
Vice
President
of
Administration
Dept.
concurrently serves as the
corporate
governance




No deviation from
the Corporate
Governance Best
Practice Principles

55

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
governance personnel,
and has it appointed a
corporate governance
supervisor responsible
for corporate
governance matters
(including but not
limited to providing
information for
directors and
supervisors to perform
their duties, assisting
directors and
supervisors with
regulatory compliance,
handling matters
related to Board
meetings and
shareholders' meetings,
and preparing
proceedings for Board
meetings and
shareholders'
meetings)?
supervisor, and is mainly
responsible
for
handling
matters of Board meetings
and shareholders' meeting
and preparing the meeting
minutes; assisting in the
appointment and continuing
education
of
directors;
providing data needed by
directors to perform their
duties; assisting directors
with compliance; reporting
the results of its compliance
review of the qualifications
of
independent
directors
with the relevant laws and
regulations at the time of
their nomination, election
and during their term of
office to the Board of
Directors; handling matters
relating to changes in the
Directors; and other matters
specified in the Articles of
Incorporation or contracts.
Please see page 121 of this
annual report for continuing
education of the corporate
governance supervisor.
The corporate governance
supervisor
oversees
the
Company's
corporate
governance affairs, and the
Finance
&
Accounting
Department
and
Human
Resources
Department
handle related affairs. Key
points of implementation are
as follows:
1. Notifydirectors of the






































for TWSE/TPEx
Listed Companies.

56

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
agenda of Board meetings
7
days
in
advance,
convene
meetings,
and
provide meeting materials.
Remind
directors
of
agenda items they have a
conflict of interest in, and
complete Board meeting
minutes within 20 days
after a meeting.
2. Arrange
meetings
for
independent directors to
communicate
with
the
chief
internal
auditor,
CPAs, or other internal
units, in order to assist
independent directors with
performing their duties.
3. Provide a manual for
newly elected directors to
assist
directors
with
assuming
office
and
compliance,
and
also
assist
directors
in
completing
annual
continuing
education
courses.
4. Revise
corporate
governance
related
internal
regulations
in
coordination
with
amendments to corporate
governance related laws
and
regulations,
and
submit the revisions to the
Board of Directors for
resolution.
5. Handle pre-registration of
the
date
of
the
shareholders'
meeting,


































57

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
prepare meeting notices,
handbook,
and
proceedings, and handle
change of registration for
revisions to the Articles of
Incorporation or election
of directors within the
time limit in accordance
with the law.
6. The performance of the
Board of Directors and
functional committees is
evaluated on an annual
basis according to the
Company's
Regulations
Governing the Evaluation
of
Board
Performance.
For example, directors are
notified
and
meeting
materials are provided 7
days
prior
to
Board
meetings, registration of
the date of shareholders'
meetings, preparation of
meeting notices, annual
report,
handbook,
and
meeting
minutes,
and
company registration and
registration of changes are
completed within the time
limit in accordance with
thelaw.





























V.
Has the company set
up channels of
communication for
stakeholders (including
but not limited to
shareholders,
employees, customers
and suppliers),
V 1. The Company maintains
good
communication
channels with different
stakeholders based on the
scope of businesses of
each
department.
The
Company also set up a
stakeholders' section on its








No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

58

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
dedicated a section of
your company's
website for stakeholder
affairs and adequately
responded to
stakeholders' inquiries
on significant corporate
social responsibility
issues?
official
website
for
stakeholders to fill out the
questionnaire and express
their opinions.
2. The Company's Corporate
Sustainable Development
Committee
periodically
discusses
material
economic,
social,
and
environmental issues, goal
attainment
and
future
direction
of
each
department,
and
summarizes
results,
stakeholder
engagement
results, discussions, and
recommendations
for
review and approval by
the
committee
chairperson.
The
committee
prepares
a
report for the Board of
Directors each year.
3. The
identity
of
stakeholders,
issues
of
concern,
communication
channels, and response
methods in 2023 were
reported to the Board of
Directors on December
27, 2023, please see the
sustainability section of
the company website for
details.






























VI. Does the company
designate a
professional
shareholder service
agency to deal with
shareholder affairs?
V The Company has appointed
President Securities Corp.
Stock Affairs Department to
handle the matters of its
shareholders' meetings.




No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

59

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
VII. Information disclosure
(I) Has the Company
established a corporate
website on which to
disclose information
regarding the Company's
financial, business and
corporate governance
standings?

V
The
Company
has
established
a
bilingual
Chinese and English website
at
https://www.ecotek.com.tw
to
provide
financial,
business,
and
corporate
governance information. A
dedicated unit is responsible
for keeping the website up
to date.








No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(II) Does the company have
other information
disclosure channels (e.g.,
maintaining an English
version website,
assigning designated
personnel to handle
information collection
and disclosure, creating
a spokesperson system,
webcasting investor
conference on company
website)?

V
The Company has set up an
English version website,
assigns dedicated personnel
to collect and disclose
company data, implements
the spokesperson system
according to regulations,
and places the briefing files
of investor conferences on
the Company's website. The
Company also reports
information and discloses
material information in
accordance with the
"Guidelines for Online
Filing of Public Information
byPublic Companies.
No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(III) Does the company
announce and report
annual financial
statements within two
months after the end of
each fiscal year, and
announce and report Q1,
Q2, and Q3 financial
statements, as well as
monthly operation
results,before the
V To increase the speed of
information disclosure, the
Company announces and
reports
annual
financial
statements
within
two
months after the end of each
fiscal year, and announces
and reports Q1, Q2, and Q3
financial statements, as well
as
monthly
operation
results,
before
the











No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

60

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
prescribed time limit? prescribed time limit.
VIII. Is there any other
important information
to facilitate a better
understanding of the
company's corporate
governance practices
(including but not
limited to employee
rights, employee
wellness, investor
relations, supplier
relations, rights of
stakeholders,
continuing education of
directors and
supervisors, the
implementation of risk
management policies
and risk evaluation
standards, the
implementation of
customer relations
policies, and
purchasing insurance
for directors and
supervisors)?

V
(I) Employee rights and
benefits:
The
Company
is
people-oriented
and
views
employees
as
important assets. We
have
established
complete management
systems for the work
environment, care for
family members, and
education and training,
which allow employees
to gain peace of mind
and
stability.
This
aligns
employees'
personal interests with
the
Company's
interests,
so
that
employees will become
fully dedicated to the
Company and creating
profits.
(II) Care for employees:
The Company provides
employees with general
health examinations and
special
health
examinations each year.
Family members are
also
allowed
to
participate in general
health
examinations.
Results and analysis of
annual general health
examinations are sent to
the supervisor of each
department and taken
into consideration when




































No deviation from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

61

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
assigning
personnel.
Annual
health
examination
data
is
imported
into
a
database and personal
health
records
are
created for inquiry and
tracking.
(III) Investor relations:
The Company operates
based on the spirit of
excellence, technology,
integrity, and quality,
and aims to maximize
the
benefits
for
investors by increasing
the return on equity.
The
Company
thus
fully
discloses
information
for
investors to take into
consideration.
(IV) Rights of suppliers and
stakeholders:
The Company provides
professional consulting
and
assistance
to
suppliers (contractors)
for
financial
risk
management, ensuring
that suppliers can stably
perform their contract,
protecting the benefits
of
suppliers'
(contractors)
employees.
The
Company
clearly
defines the safety and
control
measures
needed to be taken by

































62

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
construction personnel
for different high risk
operations.
We
periodically
evaluate
suppliers (contractors)
and encourage those
with
excellent
performance.
(V) Rights of stakeholders:
The
Company
maintains
good
communication
channels with different
stakeholders based on
the scope of businesses
of each department. The
Company
distributes
questionnaires to obtain
the
opinions
of
stakeholders each year.
The
Company
also
issues
Corporate
Sustainability
Reports
and the communication
and
response
to
stakeholders
are
published in the report.
The Company analyzes
and
formulates
management
policies
for major issues of
concern to stakeholders.
The
communication
between the Company
and stakeholders was
reported in the board
meeting on December
27, 2023. The Company
has set up a stakeholder
area on its website to





































63

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
respond to issues raised
by stakeholders.
(VI) Implementation of risk
management policy and
risk
measurement
standards: The Board of
Directors
passed
the
Risk
Management
Policy and Procedures
for the assessment of
operational
risks,
financial risks, hazard
risks,
information
security
risks,
compliance risks, and
other
risks.
Risk
management
procedures include risk
identification,
risk
assessment,
risk
response,
risk
monitoring,
and
risk
report. The Corporate
Sustainable
Development
Committee assesses and
monitors
the
overall
quality
of
risk
management,
periodically
prepares
risks reports for the
Audit Committee and
the Board of Directors,
and
also
established
strict
management
measures and purchased
insurance to reasonably
manage the Company's
overall
operational
risks.

































64

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
(VII) Customer
policy
implementation:
The Company adjusts
its
product
portfolio
based
on
customer
needs,
and
provides
customers
with
professional
services.
Furthermore,
the
Company
conducts
customer
satisfaction
surveys every year, and
continues to improve
the quality of products
and services based on
survey results.
(VIII) Please
see
pages
117-120 of this annual
report for continuing
education
of
the
Company's
directors
and
corporate
governance supervisor.
(IX) Status
of
liability
insurance purchased by
the
company
for
directors: The parent
company China Steel
Corporation
(CSC)
uniformly
plans
the
liability insurances for
directors
and
supervisors
of
the
Group's
companies
annually. The Company
handles
liability
insurances accordingly
and reports it to the
Board of Directors.
(X)Succession
plan
for



































65

Operating status Operating status Operating status Deviations from
Corporate

Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and

reasons
Board
members
and
important managers:
In
the
Company's
succession
plan,
successors must have
outstanding
expertise
and management skills,
their values must match
the
Company's,
and
their personality traits
must include integrity,
innovation, and action.
Training for successors
of
senior
managers
include
management,
professional
abilities,
job
rotation,
and
experience in domestic
and
overseas
subsidiaries, in order to
develop
business
management
abilities
required
by
senior
managers. Please see
the
corporate
governance section on
the company website
for details.

























IX. Specify the improvement of corporate governance with reference to the evaluation
of corporate governance by the Corporate Governance Center of Taiwan Stock
Exchange Corporation in the most recent year, and the measures prioritized for
issues that require improvement.
(I) Improvements proposed based on the 9th Corporate Governance Evaluation
(2022) are as follows:
1.#2.24 The Company introduced the ISO 27001 Information Security
Management System and received third-party certification.
2.#3.6
The Company discloses the English version of the mid-term financial
statements before the reporting deadline.
3.#4.7
Publish the English version of the Sustainability Report.
4.#4.11 Disclosure of the annualgreenhousegas emissions of China Ecotek

66

==> picture [328 x 185] intentionally omitted <==

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

Operating status Deviations from
Corporate
Governance
Best-Practice
Evaluation item
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and
reasons
Corporation (including subsidiaries in the Consolidated Financial
Statements) and obtain external certification.
5.#4.18 Disclosure of the governance of climate related risks and opportunities
in accordance with the Task Force on Climate-Related Financial
Disclosures (TCFD) framework.
(II) Priority improvement items and measures for items yet to be improved are
described below:
1.#4.4 Disclosure of relevant ESG information with reference to SASB
standards.
----- End of picture text -----

Note 1: CPA independence evaluation criteria

Note 1: CPA independence evaluation criteria
Evaluation item Evaluatio
n results
Fulfillment of
independence
criteria
Direct or indirect material financial interests between the
CPA and the Company
No Yes
Financing or guarantee activities between the CPA and the
Companyor its Directors
No Yes
The CPA has a close business relationship and potential
employment relationshipwith the Company
No Yes
The CPA and members of the audit team currently serve
or have served in the past two years as directors,
managerial officers, or roles that have significant
influence on the audit work in the Company
No Yes
The CPA has provided non-audit services to the Company
that maydirectlyaffect the audit work
No Yes
The CPA has brokered shares or other securities issued by
the Company
No Yes
The CPA serves as a defense counsel of the Company or
represents the Company in mediating a conflict with a
thirdparty
No Yes
The CPA is a family member or relative of the Company's
Director, managerial officer, or person holding a position
that has a significant impact on the audit work
No Yes

67

(IV) Duties and operation of the Compensation Committee

  • The Company established the "Compensation Committee Charter" and the Remuneration Committee in the 3rd meeting of the 7-term Board of Directors held on December 22, 2011 in accordance with Article 14-6, Paragraph 1 of the Securities and Exchange Act, and "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange" announced by the Financial Supervisory Commission on March 18, 2011.

  • Pursuant to Article 2 of the Remuneration Committee Charter, the Compensation Committee's three members are appointed by the Board of Directors, and has the same term as the Board of Directors from June 21, 2023 to June 20, 2026 (same as the 11th-term Board of Directors). The Compensation Committee shall act as a prudent administrator with due care to faithfully perform the responsibilities specified in Article 5 of the Remuneration Committee Charter, and shall submit recommendations to the Board of Directors for discussion.

  • I. Establish performance appraisal policies for the chairperson, the president, and vice presidents, and review them on a regular basis.

  • II. Establish and review regularly any policies, systems, standards and structures relevant to the remuneration of directors, supervisors, president, and vice presidents (including travel allowances for directors).

  • III. Determine and regularly review the level of remuneration to directors, supervisors, president, and vice presidents (including travel allowances for directors).

68

1.Compensation Committee member profiles

Qualifications Number of other
public companies
in which the
Professional qualifications member also
Position Independence
and experience serves as a
member of their
remuneration
Name committee
Independent
Director

Chia-Jung
Chen
(Convener)
Please refer to "Three.
Corporate Governance II.
(I) Information on directors
(2)
Disclosure
of
Information
on
the
Professional Qualifications
of
Directors
and
Independence
of
Independent Directors" of
the
Company's
annual
report.










The three independent
directors all met the
following criteria in
the two years before
being
elected
and
during their term as
independent director:
1. The
independent
director,
his/her
spouse, and relatives
within the second
degree of kinship is
not
a
director,
supervisor,
or
employee
of
the
Company
or
its
affiliates.
2. The
individual,
spouse, or relative
within the second
degree of kinship is
not a natural-person
shareholder
who
holds 1% or more of
the
Company's
outstanding shares or
ranks as one of its
top ten shareholders.
3. The
independent
director is not a
director, supervisor,
or employee of a
company
with
a
specific relationship
with the Company.
4. Did
not
provide
commercial,
legal,
financial,
or
accountingservices





























1
Independent
Director

Po-Han Wang
Please refer to "Three.
Corporate Governance II.
(I) Information on directors
(2)
Disclosure
of
Information
on
the
Professional Qualifications
of
Directors
and
Independence
of
Independent Directors" of
the
Company's
annual
report.










1
Independent
Director

Tai-Kuang
Peng
Please refer to "Three.
Corporate Governance II.
(I) Information on directors
(2)
Disclosure
of
Information
on
the
Professional Qualifications
of
Directors
and
Independence
of
Independent Directors" of
the
Company's
annual
report.















0

69

Qualifications Number of other
public companies
in which the
Professional qualifications member also
Position Independence
and experience serves as a
member of their
remuneration
Name committee
to the Company's
affiliates within the
past 2 years.
5. Meets independence
criteria set forth in
Article 3 of the
Regulations
Governing
Appointment
of
Independent
Directors
and
Compliance Matter
for
Public
Companies in the
two
years
before
being elected and
during the term as
independent
director.












2.Operations of the Compensation Committee

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

(2) 10th-term for the members: From June 23, 2020 to June 20, 2023; 11th-term for the members: From June 21, 2023 to June 20, 2026. The Compensation Committee convened 4 meetings (A), and the members' attendance was as follows:

Name
Attendance Attendance Actual attendance
Title
Notes
inperson(B) by proxy rate(%) (B/A)
Convener Chia-Jung
Chen
4 0 100% Re-appointed on
June 21,2023
Committee
Member

Po-Han
Wang
4 0 100% Re-appointed on
June 21, 2023
Committee
Member

Tai-Kuang
Peng
2 2 50% Re-appointed on
June 21, 2023

70

(3) Operation in 2023:

Date and session Resolution of
Resolutions of the Remuneration
of Board Agenda the Board
Committee
meeting meeting
2023.02.21
10th-term 21st
Board meeting
Discussion item 2: Report on the
distribution of the 2022 employee
bonuses and remuneration to directors.


Passed by all
directors
present at the
meeting
9th Remuneration Committee meeting
of the 10th-term Board of Directors on
February 21, 2023: Passed with the
approval of all members in attendance.
2023.05.03
10th-term 22nd
Board meeting
Discussion
item
4:
Performance
evaluation and review results for the
President and Vice Presidents for 2022.


Passed by all
directors
present at the
meeting
10th Remuneration Committee meeting
of the 10th-term Board of Directors on
May 3, 2023: Passed with the approval
of all members in attendance.
Discussion
item
5:
Proposed
performance bonus for the Company's
Chairperson,
President,
and
Vice
Presidents.



Passed by all
directors
present at the
meeting
10th Remuneration Committee meeting
of the 10th-term Board of Directors on
May 3, 2023: Passed with the approval
of all members in attendance.
2023.08.02
11th-term 2nd
Board meeting
Discussion item 2: Items for the
business
management
performance
evaluation of the President and Vice
Presidents in 2023.



Passed by all
directors
present at the
meeting
1st Remuneration Committee meeting
of the 11th-term Board of Directors on
August 2, 2023: Passed with the
approval of all members in attendance.
Discussion item 3: Passed the proposed
remuneration
distribution
for
the
Company's Chairperson, President and
Vice Presidents.



Passed by all
directors
present at the
meeting
1st Remuneration Committee meeting
of the 11th-term Board of Directors on
August 2, 2023: Passed with the
approval of all members in attendance.
2023.12.27
11th-term 4th
Board meeting
Discussion item 3: Salary adjustment of
the
Chairperson,
President,
Vice
President of Administration Dept., and
Vice President of EngineeringDept..



Passed by all
directors
present at the
meeting
2nd Remuneration Committee meeting
of the 11th-term Board of Directors on
December 27, 2023: Passed with the
approval of all members in attendance.
Other details that need to be recorded in meeting minutes:
I.
If the Board of Directors does not accept or revises the Compensation Committee's
recommendation, specify the date of the Board meeting, session, contents of the
agenda item, resolution of the Board of Directors, and the Company's response to
the Remuneration Committee's opinions (if the remuneration passed by the Board
of Directors is higher than the recommendation of the Remuneration Committee,
specify the discrepancy and reason): None.
II.
If with respect to any resolution of the Compensation Committee, any member has
a dissenting or qualified opinion that is on record or stated in a written statement,
describe the date of committee meeting, term of the committee, agenda item,
opinions of all members, and actions taken by the company in response to the
dissentingopinion of members: None.

71

  • (V) Implementation status of sustainable development and deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
I.
Has the company
established a
governance
framework for
promoting sustainable
development and
established a fully (or
partially) dedicated
unit to promote
sustainable
development? Does
the Board of Directors
authorize and
supervise senior
managers in handling
such matters?
V The Company established the
Corporate
Social
Responsibility
Management
Committee
in
2011
and
renamed
the
Corporate
Sustainable
Development
Committee in 2020 according
to the vision and mission of
the Company's ESG policy.
The committee carries out
sustainable development work
and appoints, according to its
charter, one chairperson whose
role
is
filled
by
the
Chairperson;
one
vice
chairperson whose role is
filled by the President; and
several members including the
Vice
President
of
Administration
Dept.,
Vice
President
of
Engineering
Dept., and Assistant Vice
Presidents
of
other
departments.
An
implementation
center
is
established
under
the
committee and it has one
Chief Executive Officer. The
implementation center has a
corporate governance group,
social
relationship
group,
environmental
sustainability
group, and risk management
group.
The "Corporate Sustainable
Development
Committee"



































No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

72

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
serves as the inter-department
communication platform for
top-down
integration
and
horizontal
connection.
It
convenes annual meetings to
formulate
sustainable
development
visions
and
prospects, assist the Board of
Directors in carrying out its
risk
management
duties,
reviews the Company's risk
management
policy,
and
examines
the
management
report for material risks. It
identifies
the
sustainability
issues of concern to the
Company's
operations
and
stakeholders, and formulates
suitable strategies and work
plans. It plans and executes
annual
plans,
reviews
implementation results, and
reports
the
implementation
results in the current year,
implementation plan for the
next year, communication with
stakeholders, and the risk
management assessments and
response strategies. It reported
the results to the Board of
Directors on December 27,
2023,
which
were
also
disclosed on the Company's
official
website
in
the
sustainability section.
The
Board
of
Directors
regularly listens to the ESG
report of the management
team,
management
must
propose companystrategies to






































73

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
the Board of Directors. The
Board of Directors assesses
the
feasibility
of
these
strategies, reviews the strategy
implementation results, and
urges the management team to
make
adjustments
when
necessary.






II.
Does the company
assess ESG risks
associated with its
operations based on
the principle of
materiality, and
establish related risk
management policies
or strategies?
V The
Corporate
Sustainable
Development Committee of
the Company assessed ESG
risks
associated
with
its
operations
based
on
the
principle of materiality, and
established
the
"Risk
Management
Policy
and
Procedures" as the highest
guiding principles for risk
management. It also regularly
reports the risk exposure status
to the Board of Directors. The
Company
uses
materiality
assessment
procedures
to
identify issues of high concern
to stakeholders and formulates
material
risk
response
strategies for different risks.
The scope of risk management
includes the management of
operational
risks,
financial
risks,
information
security
risks,
hazard
risks,
and
compliance risks to effectively
identify, measure, and control
the Company's risks and to
limit the impact of the risks
arising from business activities
to an acceptable level. We
filed the report on the risk
management assessments and
































No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

74

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
response strategies based on
the
results
of
the
risk
identification in 2023. It was
discussed and approved by the
Corporate
Sustainable
Development Committee on
November 7, 2023, discussed
and approved by the Audit
Committee on December 27,
2023, and then submitted to
the Board of Directors. The
boundaries
of
the
risk
management policy or strategy
are based mainly on the
Company. The description is
detailed in Note 1 (please refer
to
pages
88~94
in
the
Company’s annual report).
















III. Environmental issues
(I) Has the company
established a
suitable
environmental
management system
based on the
characteristics of the
industry?
V All plants and subsidiaries of
the Company have conducted
greenhouse
gas
inventories
each year starting from 2023
in
accordance
with
ISO
14064-1. They also appoint
impartial
third-party
certification
agencies
recognized
by
the
Environmental
Protection
Administration
for
verification,
and
obtain
verification
reports
and
verification statements. The
Company also established an
environmental
management
system in accordance with ISO
14001 and continues to pass
certifications
for
the
management measures from
the third-partySGS Taiwan.





















No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

75

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
We
also
conduct
regular
compliance audits to verify
that
all
work
procedures
comply
with
relevant
environmental
regulations.
The validity period of the
latest certificate is from July
29,2022to July29,2025.






(II) Is the company
committed to
improving energy
efficiency and using
recycled materials
which have a low
impact on the
environment?
V The Company is committed to
developing eco-friendly agents
and technologies to lift the
environmental
burden.
We
established waste management
policies, such as the "Residual
Materials
Management
Regulations"
and
"Scrap
Disposal
Regulations,"
to
increase
the
efficiency
of
resource use, allowing residual
materials
or
scraps
from
cutting
materials
to
be
effectively recycled or used
after
the
construction
is
completed.















The Company is
not a manufacturing
company and the
clause
to
use
recycled
materials
therefore
is
not
applicable.
(III) Does the company
evaluate potential
risks and
opportunities
brought by climate
change, and take
response measures?
V The Company has disclosed in
its Sustainability Report the
risks and opportunities that
may be caused by global
climate change. We analyzed
the economic, environmental,
and
social
risks
and
opportunities,
and
hired
experts to analyze the financial
risks and opportunities of
climate change based on the
TCFD framework and provide
training to employees on the
corporate
governance,
strategies, risk management,
indicators,
and
targets
in
















No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

76

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
response to climate change.
Afterwards, each department
assesses the potential risks and
opportunities
of
climate
change on future operations,
analyzes the possible financial
losses,
and
formulates
response plans based on the
severity oftheimpact.







(IV) Does the company
compile statistics of
greenhouse gas
emissions, water
use, and total weight
of waste in the past
two years, and does
it establish policies
for energy
conservation &
carbon reduction,
greenhouse gas
emission reduction,
water use reduction,
and other waste
management?
V The Company's greenhouse
gas
emissions,
water
consumption, and total weight
of waste in the most recent
two years were as follows:
1.
Greenhouse
gas
emission
statistics
and
management policy:
For
greenhouse
gas
emissions in the past two
years, assurance conditions,
reduction targets, strategies,
and specific action plans,
please refer to (VI) Climate
information
of
public
companies 1-1 and 1-2 of the
annual report.
2. Water consumption statistics
and management policy:
The
Company
consumed
18,901 and 19,779 tons of
tap water in 2022 and 2023,
respectively. The water was
mainly provided for office
use.
We
support
the
implementation
of
water
conservation measures in the
building
and
encourage
employees to develop good
habits of water conservation.
3. Waste disposalpolicy:

























No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

77

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
The
Company
is
an
engineering
service
company
and
its
waste
consists mainly of waste
generated
by
employees
when
providing
routine
services, which is disposed
by
the
office
building
through legal procedures.
The
Company
consumed
12.84 and 12.76 tons of
waste in 2022 and 2023. It is
delivered over to a waste
disposal
contractor
that
processes
the
waste
generated by employees on a
daily basis. The disposal is
processed
in
accordance
with the regulations of the
localgovernment.


















IV. Social issues
(I) Has the Company
formulated
management
policies and
procedures in
accordance with
relevant laws and
regulations as well
as the International
Bill of Human
Rights?
V 1. To
ensure
sustainable
development and protect the
basic human rights of all
employees, customers, and
stakeholders, the Company
adheres to the Universal
Declaration
of
Human
Rights,
the
UN
Global
Compact, and the Tripartite
Declaration
of
Principles
concerning
Multinational
Enterprises
and
Social
Policy of the International
Labour Organization. We
respect
internationally
recognized
basic
human
rights, including freedom of
association, caring for the
disadvantaged,
elimination
of all forms of forced labor,



















No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

78

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
elimination of discrimination
in employment, etc., and
abides by the labor-related
regulations
local
to
the
Company.
2. The
Company
fully
complies with the Labor
Standards Act and has never
employed child laborers. As
of 2023, we have not used
child labor under the age of
16 or forced labor since the
establishment
of
the
Company.
The
Company
protects the basic human
right of equal opportunity
for employment. We hire
employees entirely based on
their professional skills and
experience and we never
consider factors such as their
race,
thought,
religion,
political association, origin,
place of birth, gender, sexual
orientation, marital status,
appearance,
physical
or
mental disability, or union
association. There were no
violations of human rights or
discrimination in the hiring
of employees in 2023.
3. The Company established
the "Measures of Prevention,
Correction, Complaint and
Punishment
of
Sexual
Harassment at Workplace" to
prevent sexual harassment
when
conducting
official
company
affairs.
The
Companyhas not had labor





































79

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
disputes, corruption, bribery,
or discrimination cases since
its founding.
4. Please see the company
website for the human rights
management policy, specific
management
plans,
and
implementationstatus.





(II) Does the company
have reasonable
employee benefit
measures (including
salaries, leave, and
other benefits), and
do business
performance or
results reflect on
employee salaries?
V The
Company
provides
salaries and benefits better
than
competitors,
provides
equal
pay
and
equal
opportunity
to
promotions.
The leave system complies
with the Labor Standards Act,
and we also established a
bonus system, so that business
performance will appropriately
reflect
on
employee
compensation.
Employees'
personal
performance
appraisal results are used as
the basis for salary adjustment
and
the
distribution
of
bonuses. "Please refer to Four.
Capital
overview
(VIII)
Employee
bonuses
and
directors' remuneration and
Five. Business overview V.
Labor-management
relations
in
the
Company's
annual
report."























No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
(III) Has the company
provided a safe and
healthy working
environment and
provided employees
with regular safety
and health training?
V The Company completed the
ISO
45001
Occupational
Safety
and
Health
Management
System
certification
in
2020
and
organizes routine verification
each
year
to
effectively
improve its risk management








No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

80

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
ability,
ensure
safety
and
health
management
performance,
reduce
occupational accidents, and
provide employees with a safe
employment environment. We
provide
periodic
health
examinations
and
special
health
examinations
every
year, and allow employees'
family members to participate
at their own expense. We also
irregularly
organize
health
seminars,
and
doctors
or
nurses
provide
health
consultations
and
care
to
employees, who are divided
into groups based on their
health
examination
results,
improving employees' health
concepts and understanding.
"Please refer to Five. Business
overview
V.
Labor-management
relations
6. (2) Protection measures for
work
environment
and
employees' personal safety and
implementation status in the
Company's annual report."



























(IV) Has the Company
established an
effective career
development plan
for its employees?
V The
Company's
Human
Resources
Department
formulates employee training
plans every year, and lays out
a learning map for employees'
career development, allowing
employees to gain necessary
skills for promotion while they
are working in their current
position. In response to the
impact of the low birthrate,the











No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

81

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
Company
continues
to
implement training programs
to develop employees' second
expertise. We hire external
lecturers and assign them to
ongoing projects, including
those of the Civil Engineering
and
Steel
Frame
Group,
Pipeline
and
Mechanical
Engineering
Group,
and
Electrical
Instrumentation
Group, as quickly as possible
togainpractical experience.











(V) Does the company
comply with
relevant regulations
and international
standards in
customer health and
safety, customer
privacy, and
marketing and
labeling its goods
and services, and
has it established
consumer rights
protection policies
and complaint
procedures?
V We
conduct
a
customer
satisfaction
survey
on
customers with project amount
reaching NT$10 million and
above each year, in order to
understand our performance in
the industry and customers'
level of satisfaction, and thus
improve our products and
service quality.
The Company has established
procedures for the protection
of consumer rights, such as:
Established
a
dedicated
complaint
channel,
periodically
conducted
customer satisfaction surveys,
and established Procurement
Standards
to
ensure
that
construction quality complies
with
international
and
domestic
environmental
protection regulations.





















No deviation from
the
Sustainable
Development Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
(VI) Does the company
have a supplier
management policy,
require suppliers to
V The
Company
attaches
importance
to
the
environmental
and
social
impact
on
the
supplying



No deviation from
the
Sustainable
Development Best
Practice Principles

82

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
comply with
regulations on
environmental
protection,
occupational safety
and health, and
labor rights, and
what is its
implementation
status?
community, and fulfills its
corporate social responsibility
together with suppliers. Price
quotations and purchase orders
include
the
clause:
"The
parties shall comply with the
CSR policy of both parties
upon
entering
into
this
purchase
contract.
If
the
supplier is found in violation
of the policy and causes a
significant environmental and
social impact on the supplying
community, the Company may
terminate
or
cancel
this
contract at any time. The use
of child labor and illegal
immigrants, violation of any
human rights laws, risk of
forced or compulsory labor,
and violation of employees'
freedom of association and
collective
bargaining
is
prohibited, and the Company
may terminate this contract if
the
supplier
is
found
in
violation." This prevents the
supply chain from having a
negative
impact
on
the
environment. Please see the
Sustainable
Development
Section of the Company's
website under Supplier and
Contractor
Management
Policy.


































for
TWSE/TPEx
Listed Companies.
V.
Does the company
reference
internationally
accepted reporting
standards or
V The Company's prepared its
2022 Sustainability Report in
2023
and
passed
BSI
verification;contents of the




No deviation from
the
Sustainable
Development Best
Practice Principles

83

Implementationstatus Deviations from the
Sustainable
Development
Implementation items Yes
No
Summary
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons
guidelines, and report comply with the GRI
for
TWSE/TPEx
prepare reports that Standards: Core Options. We
Listed Companies.
disclose non-financial disclosed the report on the
information of the Sustainable
Development
company, such as section of our official website
sustainability reports? and the MOPS.
Do the reports above
obtain assurance from
a third party
verification unit?
VI. If the company has established Sustainable Development Best Practice Principles in
accordance with the "Sustainable Development Best Practice Principles for
TWSE/TPEX-Listed Companies," describe any discrepancy between the principles
and their implementation:
The Company has established Sustainable Development Best Practice Principles in
accordance with the "Sustainable Development Best Practice Principles for
TWSE/TPEx-Listed Companies" and disclosed it on the Market Observation Post
System and the company website. Our actual operations are in compliance with the
principles.

VII. Other important information helpful in understanding the implementation of sustainable development

  • (I) Environmental protection

As the world faces a deteriorating environment and becomes more concerned about environmental protection issues, environmental protection projects are our main business items, and cover water resource management, air pollution prevention, and waste disposal. We use highly efficient sewage treatment technology and develop air pollution prevention technologies to improve the quality of life for all people.

(II) Social services To give back to local communities to help support disadvantaged groups, the Company regularly holds anniversary celebrations and charity activities every year, inviting children, parents, and teachers from rural areas and communities to participate in the activities and have fun together. We also organize the "Love and Learning in Rural Areas" from time to time and invite social welfare groups to participate in family movie events, family day trip to the National Museum of Marine Biology and Aquarium in Pingtung to promote positive interactive development between the Company, employees, and communities, while conveying the concepts of environmental sustainability and support for the society.

The 2023 anniversary celebration was held at Shoushan Zoo and we invited

84

==> picture [328 x 485] intentionally omitted <==

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

Implementation status Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes No Summary Principles for
TWSE/TPEx Listed
Companies and
reasons
groups such as the Kaohsiung City Fuxing Elementary School Little League
Team, Down Syndrome Caring Association, Red Cross Nursery Center Cihhuei
Garden, Kaohsiung Autism Foundation, and Baolai Junior High School Choir. A
total of 209 people participated in the event and we donated NT$318,000 for
operations. We were honored to invite the Baolai Junior High School Choir, which
won the championship of the 12th World Choir Games in 2023, for everyone
participating in the event to enjoy their wondrous performance. We also invited
social welfare groups to perform on stage. The performers worked hard to show
off the results of their hard work received warm applause from everyone in
touching moments. Later, we took social welfare groups to the ecological tour and
fair at Shoushan Zoo. They returned home with wonderful memories filled with
laughter and warmth.
The Fuxing Elementary School Little League Baseball Team in Qianzhen District,
Kaohsiung City has received long-term financial support from the Company due
to its proximity. Baseball has always been regarded as a national sport and
requires solid training from an early age. The Fuxing Elementary School Little
League Baseball Team is a baseball powerhouse with fine traditions and honors. It
was founded in 1985 and has continuously cultivated many talented baseball
players for Taiwan in the past 40 years. The Company donates a fixed amount of
NT$100,000 every year for daily training expenses, team competition expenses,
and support for venue repairs, jersey and equipment purchases to provide young
players with a safe training environment.
In 2023, we invited Kaohsiung Autism Foundation to participate in the family
movie event with a total of 50 participants. The club organizes activities to
support with parents in their hard work in taking care of children with special
needs. We hope that the relaxing and lively activities can enhance parent-child
interactions and allow parents to take it easy for a while. In addition, we have
provided meal subsidies for students in remote areas of Kaohsiung City every year
starting from 2021. The schools receiving assistance include Namasha Junior
High School, Minsheng and Minquan Elementary School in Namasia, and
Taoyuan Junior High School in Kaohsiung City. We provide subsidies to Maolin
Junior High School in Kaohsiung City with a bottle of extended shelf life milk for
each student each week and as well as subsidies for dinner expenses for
disadvantaged children in evening self-study classes who have single parents,
raised by grandparents or foster parents, come from low and middle-income
households or families that have suffered sudden changes.
The Company has spared no effort in investing in community activities in recent
years, and continues to hold charity activities year after year to transform our
energy into a habit. We hope that employees, communities, and disadvantaged
groups can feel the warmth and strength of CEC's continuous efforts, and expand
----- End of picture text -----

85

Implementation status Deviations from the Sustainable Development Best-Practice Implementation items Yes No Summary Principles for TWSE/TPEx Listed Companies and reasons the energy everywhere to form an enterprise that practices happiness and creates a positive cycle for good. (III) Consumer rights The Company is a professional construction service company, and attaches great importance to the fulfillment of contractual obligations. We have gained the recognition of clients numerous times and received certificates of appreciation. (IV) Human rights The Company respects the basic human rights of all employees, customers, and stakeholders, and we adhere to the Universal Declaration of Human Rights, the UN Global Compact, and the Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy of the International Labour Organization. We comply with the labor laws and regulations at the Company's locations, establish and implement relevant manpower policies and internal regulations, and encourage suppliers and partners to comply with the spirit of human rights policies and commit themselves to providing a safe and healthy working environment, eliminate unlawful discrimination to ensure equal employment opportunities, ban child labor and forced labor, assist employees to maintain physical and mental health and work-life balance, and encourage suppliers and partners to protect human rights as their implementation strategy. Please see the Company's official website for the human rights management policy and implementation status.

(V) Safety and health The Company's safety and health management framework is based on the occupational safety and health management system (ISO 45001), and continues to make improvement through the plan-do-check-act (PDCA) cycle. Combined with leadership and participation requirements in the latest articles, we are able to prevent accidents, improve employee safety and health, and protect company assets. Safety management involves safety and health education and training to improve employees' self-management, identification of environmental and operational hazards before construction, and assessment of risks and opportunities (added the organization's internal and external situation, requirements and expectations of stakeholders) to establish operational safety procedures (assessment of internal and external issues that affect the organization, requirements and expectations of workers, customers, competent authority, residents, and labor unions), and aims to prevent accidents from occurring, protect the safety of the Company and suppliers' employees, and meet the requirements and expectations of stakeholders and investors on returns. We also established Guidelines for the Accident Casualty Handling Team and Guidelines for Staying in the Workplace During a Typhoon, in order to reduce damages caused by disasters and minimize the social and environmental impact. Strictly require the

86

Implementation status Deviations from the Sustainable Development Best-Practice Implementation items Yes No Summary Principles for TWSE/TPEx Listed Companies and reasons implementation of high risk operation controls; For construction safety, construction is carried out according to the construction plan and safety facilities are installed according to the requirements of occupational safety regulations; We will also step up safety design and planning and periodically conduct safety inspections for equipment and facilities of the IT and general affairs departments; As for health management, we carry out general health promotion and occupational health management affairs. (VI) Employee rights and benefits The Company is people-oriented and views employees as important assets. We have established complete management systems for the work environment, care for family members, and education and training, which allow employees to gain peace of mind and stability. This aligns employees' personal interests with the Company's interests, so that employees will become fully dedicated to the Company and creating profits. (VII)Care for employees The Company provides employees with periodic general health examinations and special health examinations. Family members are also allowed to participate in general health examinations. Results of general health examinations are sent to the supervisor of each department and taken into consideration when assigning personnel, in order to ensure the operational safety of employees. Health examination data is imported into a database to create personal health records, making it convenient for individuals to check and track their health. The Company currently provides AED in 17 locations around Taiwan, and basic life support instructor and full-time nurses taught 29 sessions of the "CPR+AED first aid training course." The Company has full-time nurses to provide health management and on-site health services, occupational injury and disease and general injury and disease prevention and treatment, labor health record analysis, assessment, management, and preservation, individual consultation and instructions for disease prevention, and also track the health of the Company and contractors' employees with high blood pressure, high blood sugar, or high blood cholesterol. Supervisors oversee and respond to employees' health control status, and continue to care for employees' personal health. A number of clubs beneficial to employees' physical and mental health were established to reduce work stress. Furthermore, the Company has enrolled employees in group accident insurance, so that employees can focus on work without any worries. (VIII) Investor relations The Company operates based on the spirit of excellence, technology, integrity, and quality, and aims to maximize the benefits for investors by increasing the return on equity. The Company thus fully discloses information for investors to take into consideration.

87

Implementationstatus Implementationstatus Implementationstatus Deviations from the
Sustainable
Development
Best-Practice
Implementation items
Yes
No

Summary
Principles for
TWSE/TPEx Listed
Companies and

reasons
(IX) Rights of suppliers and stakeholders
The Company provides professional consulting and assistance to suppliers
(contractors) for financial risk management, ensuring that suppliers can stably
perform their contract, protecting the benefits of suppliers' (contractors)
employees. The Company clearly defines the safety and control measures needed
to be taken by construction personnel for different high risk operations. We
periodically evaluate suppliers (contractors) and encourage those with excellent
performance. During price inquiry, the contents of work, regulations, schedule,
and safety are fully explained and clarified with the contractor, so that the
contractor will understand the scope of supply and risks. The contract amount,
payment terms, responsibilities of both parties, rights and obligations, and
penalties are clearly specified in the contract during contract signing, and serve as
the basis for contractperformance.

Note 1: Risk assessment based on the ESG principle of materiality

Dimension Risk Risk item Risk events and management response
attributes measures
Economic/
Governance
Financial
risks
Foreign
exchange and
interest rate
risks
1. In the event of an increase in financing costs
due to rising interest rates, the Company is
able to obtain more favorable interest rates
through long-term cooperation with financial
institutions and sound financial operations to
reduce the impact of interest rate fluctuations.
2. The Company prioritizes foreign currency
deposits or foreign exchange contracts to
meet the demand on foreign exchange for
confirmed purchase orders, and requires
procurement units to apply for material
procurement as early as possible to reduce the
risks of exchange rate fluctuations.
3. The
Company
regularly
analyzes
macroeconomic data and foreign exchange
trends
and
provides
full
and
timely
information to the management and relevant
departments for reference to formulate
strategies for reducingexchange rate risks.
Business Project 1. Theproblem of labor shortage for contractors

88

Dimension Risk Risk item Risk events and management response
attributes measures
risks management
risk
is a long-term structural issue. To ensure
sufficient capacity for construction projects
and meet construction period requirements,
the Company will carefully choose partners
and must verify that they have sufficient
manpower before taking on projects to avoid
delays caused by labor shortages. We will
maintain long-term stable relations with
high-quality
contractors
and
carefully
evaluate the capabilities of new contractors.
We
also
pay
close
attention
to
the
government's policies and laws on migrant
workers, and make timely plans to hire
foreign migrant workers based on the nature
and schedule of projects to fill the manpower
gap.
2. The Company is committed to improving
employee benefits to retain outstanding
talents, and has launched second expertise
training programs for employees to improve
the flexibility and availability of manpower
and cope with the decline in the future labor
population caused by the declining birthrate.
3. In response to the risks of erosion of project
gross profit caused by fluctuations in raw
material costs, we duly inform owners of the
validity period of quotes, and sign contracts
with owners that allow for price adjustments
to reduce the impact of inflation. For bulk raw
materials, we sign long-term agreements with
manufacturers and negotiate on prices based
on quantity to minimize the cost. We also
request project implementers to speed up the
design and planning so that subsequent
material purchases can be executed as soon as
possible to avoid exceeding the project
budget.
Manpower
shortage risks
1. Establish diverse recruitment channels: In
addition to continuous increase of recruitment

89

Dimension Risk Risk item Risk events and management response
attributes measures
and exposure, we also implement human
resource
support
measures
such
as
engineering
outsourcing,
dispatched
manpower, and foreign migrant workers.
2. Optimize the salary and reward system to
attract
and
retain
outstanding
talents.
Strengthen the employees' second expertise
training to increase the available manpower
and increase manpower utilization flexibility.
3. Establish a database of retired talents to make
full
use
of
middle-aged
and
elderly
manpower.
4. Hire foreign migrant workers to increase
entry-level technical manpower and address
the manpower demand for construction
projects.
Market Risk 1. The
Company's
has
a
high
customer
concentration rate and customers consist
mainly of China Steel and companies in the
Group. The credit quality of customers has
been assessed as good and there is no concern
of default. The Company has set a ten-year
long-term goal for increasing the proportion
of revenue outside the group and will review
and track performance year by year to achieve
the goals based on the schedule.
2. The Company has set the four basic business
growth strategies of "engineering," "operation
maintenance," "circular economy", and "sales
business", and implements the following
operation
plans:
(1)
Strengthen
core
technology management and development;
(2) Develop digital transformation and
improve management efficiency; (3) Promote
the integration of refractory engineering
materials; (4) Develop circular economy
engineering businesses. In terms of sales, we
focus on business items that we actively
developed
in
recent
years.
We
have

90

Dimension Risk Risk item Risk events and management response
attributes measures
successively developed products such as LED
lamps, activated carbon adsorbents, and air
purification equipment. In the future, it will
continue to develop product lines to increase
product
diversification.
In
terms
of
construction projects, we also continue to
enhance
construction
management
capabilities
and
develop
intelligent
engineering to attract more diverse customers
and disperse risks.
3. According to the national development plan
approved by the Executive Yuan, the six core
strategic industries include Taiwan's precision
health industry and green energy and
renewable energy industry. The Company has
outstanding engineering performance and
excellent reputation in biotechnology and
pharmaceutical plants, and actively pursues
plant construction projects. We also support
the transformation of incineration plants into
renewable energy plants and biomass boilers
to reduce carbon emissions and produce green
electricity. We work with major equipment
suppliers to gain business opportunities for
incinerators and air pollution control.
4. In response to climate change, the Executive
Yuan has planned construction projects for
water resources such as recycled water
treatment, desalination, and other public
projects. The Company relies on its extensive
track records in water treatment projects and
strategic
alliances
with
high-quality
manufacturers to establish intelligent projects,
improve design capabilities, and win future
business opportunities.
5. Engage
customers
and
ITRI
in
industry-academia collaboration to develop
technical
capabilities
for
low-carbon
engineeringand helpcustomers attain carbon

91

Dimension Risk Risk item Risk events and management response
attributes measures
reductiongoals.
Environmen
tal, Social
Hazards
and risks
Risk of
financial
losses caused
by natural
disasters or
climate
change
1. The water supply in Southern Taiwan fell at
the beginning of 2023. In addition to
requiring employees to comply with the
Group's relevant water-saving measures for
the use of water in toilets, watering flowers,
and turning off non-essential air conditioners
to increase water conservation, we also
produced signs to continue to increase
employees' awareness.
2. In response to dwindling water supply alerts
in early 2023, the Chengcing Lake water
treatment plant used the lessons learned in the
once-in-a-century drought in 2021 and
produced SOPs for all employees. The drill
was completed on January 19, 2023 so that
they can respond to possible disasters. In
addition, to address the filter blockage
problem that may be caused by the growth of
algae due to the poor supply of raw water in
from 7th Branch of Taiwan Water Company,
we added two sets of algae removal
equipment and adjusted the amount of ozone
added to match the increase in aluminum
sulfate and the adjustment of the backwash
time.
3. A total of six typhoon alerts were issued in
2023. We reminded all project teams to
establish a disaster prevention response team
and prepare for typhoon response measures.
They
were
required
to
carry
out
comprehensive inspections in accordance
with the "Disaster Prevention Measures
Checklist", notify the supervisor of the unit
immediately after inspections are completed,
and upload the inspection results to the KM
platform before 16:00 on the same day. They
were also notified that they must perform
additional inspections before construction can

92

Dimension Risk Risk item Risk events and management response
attributes measures
begin again after the typhoon. They can only
commence operations when there are no
safety risks and they must report results to the
group.
4. In response to the possible occurrence of heat
hazards
caused
by
abnormally
high
temperatures in the summer of 2023, the
Safety & Health Department organized a
briefing session on how to prepare a "Heat
Hazard
Prevention
Plan
for
High-Temperature Outdoor Operations" on
July17,2023 for a total of 41participants.
Greenhouse
gas emissions
1. Although the Company has not yet been
included as a target of greenhouse gas
emission regulations announced by the
Ministry of Environment, we still follow the
requirements of the Financial Supervisory
Commission and China Steel Group to take
response measures in advance. We also
cooperate
with
the
government's
environmental protection policies, conduct
greenhouse gas inventories, and obtain
third-party verification.
2. In terms of reducing greenhouse gases, we
plan to start with electricity conservation and
the use of clean energy (e.g., solar energy) to
reduce indirect greenhouse gas emissions.
The short-term goal is to reduce total
greenhouse gas emissions by 1% with 2022
as the baseline year, and the medium-term
goal is to reduce total greenhouse gas
emissions by 1.5% with 2022 as the baseline
year.
Pandemic 1. We reference government information on
prevention measures, immediately update
announcements, and organize seminars.
2. We formulate and implement the Company's
epidemic prevention rules and regulations for
eachplant area.

93

Dimension Risk Risk item Risk events and management response
attributes measures
Occupational
safety and
health
1. Strengthen awareness training in response to
cases, review key occupational safety and
health mechanisms, and strengthen training
for individual topics (such as crane operations
by personnel). Set hold points for inspections
and implement automatic inspections.
2. Strengthen the inspection mechanisms, set up
a safety inspection team, regularly inspect the
compliance of construction machinery and
safety protection, and hold regular crane
operation review meetings.
3. For contractors and employees who have
repeatedly violated regulations, the Company
increases the frequency of occupational safety
training to increase their awareness of
hazards.
4. Implement the zero disaster movement: Each
day, the construction foreman and safety and
health personnel lead the safety awareness
notice for the day's work items, risks, and
hazards. The zero-disaster activities help
workers understand the operational risks of
their own work items and take protective
measures. They conclude these sessions by
reiterating the zero-disaster reminders for the
key work items of the day to enhance
awareness.

94

(VI) Climate information of TWSE/TPEx-listed companies

1. Implementation status of climate-related information

Item Implementation status
1. Describe the supervision and governance of
climate-related risks and opportunities by the
Board of Directors and the management.
1. The Corporate Sustainable Development
Committee, chaired by the Chairperson, is
the highest-ranking organization for the
Company's climate change management. The
Corporate
Sustainable
Development
Committee assists the Board of Directors in
performing
its
risk
management
responsibilities
and
is
responsible
for
reviewing the Company's risk management
policies and reviewing management reports
on major risk issues. It convenes a meeting
each year, and the chair may convene ad hoc
meetings as necessary.
2. The risk management group is established
under the jurisdiction of the Corporate
Sustainable Development Committee and it
is responsible for overall risk management
matters,
including
integration
and
coordination of common risk management
issues between departments, publication and
communication
of
important
risk
management matters, implementation and
tracking of risk management resolutions
assigned by the Board of Directors or the
Corporate
Sustainable
Development
Committee,
and
submission
of
risk
management reports.
3. With
the
participation
of
heads
of
departments
and
employees
in
communication, we assess the potential risks
and opportunities of climate change on future
operations and develop response plans. The
risk management team will submit the
identification results and response measures
to the chair of the Corporate Sustainable
Development Committee(Chairperson)for

95

  1. Describe how the identified climate risks and opportunities impact the Company's business, strategy and finances (short-term, medium-term, and long-term).

  2. Describe the financial impact of extreme weather events and transition actions.

  3. Describe how climate risk identification, assessment, and management processes are

approval and the results shall be disclosed in the ESG Sustainability Report. Starting from 2024, the Audit Committee will supervise these measures and report results to the Board of Directors. The Company assesses the financial impact based on the climate change risks and opportunities identified by different units and assesses the risks and opportunities of climate change for the Company with annual reviews and updates in accordance with the Task Force on Climate-Related Financial Disclosures (TCFD) framework. The Company completed its latest climate risk assessment at the end of 2023, which addressed the proposed disclosure items for information on governance, strategy, risk management, indicators, targets for climate-related risks and opportunities, and related issues. Please refer to section 3.1.4 of 2022 Sustainability Report.

Use different scenarios to examine the impact of various climate risks and opportunity events, including identifying transformation risks caused by extreme weather. If customers increase their requirements for low-carbon production processes to attain carbon neutrality, it will affect CEC's current business model. We must also identify opportunities in low-carbon engineering businesses, energy conservation and carbon reduction products, and green energy industry transformation. The Company shall formulate response plans, including continuing greenhouse gas reduction measures, improved technologies for renewable energy, water reclamation plants, wastewater treatment, carbon capture, and energy cycle conversion based on the identification results to help customers meet their carbon reduction needs. 1. The Company formulated the "Risk Management Policy and Procedures" in 2021.

96

integrated into the overall risk management system.

  1. If scenario analysis is used to assess resilience to climate change risks, describe the scenarios, parameters, assumptions,

The Board of Directors is the highest decision-making unit for risk management. To implement risk management mechanisms, it conducts regular risk assessments every year and submits the risk assessment results report to the Company's Corporate Sustainable Development Committee. The Corporate Sustainable Development Committee assists the Board of Directors in performing its risk management responsibilities and is responsible for reviewing the Company's risk management policies and management reports on major risk issues. 2. The Company hired experts to analyze the financial risks and opportunities of climate change based on the TCFD framework and provide training to employees on the corporate governance, strategies, risk management, indicators, and targets in response to climate change. Afterwards, each department assesses the potential risks and opportunities of climate change on future operations, and formulates response measures, and submits the identification results and response measures to the Corporate Sustainable Development Committee for discussion. 3. To strengthen risk management mechanisms, starting from 2023, the Audit Committee oversees risk management, and the risk management assessment and response strategies approved by the Corporate Sustainable Development Committee are submitted to the Audit Committee for discussion and reported to the Board of Directors. Please refer to section 3.1.4 Financial impact of risks and opportunities arising from climate change in the Company's Sustainability Report.

97

analysis factors, and main financial impacts
used.
6. If the Company has a transformation plan to
manage climate-related risks, describe the
content of the plan and the indicators and
targets used to identify and manage physical
and transformation risks.
N/A
7. If internal carbon pricing is used as a
planningtool,explain the basis forpricing.
N/A
8. If climate-related targets are set, provide
information such as the activities covered,
the scope of greenhouse gas emissions, the
planned schedule, and annual progress. If
carbon
offsets
or
renewable
energy
certificates (RECs) are used to attain relevant
targets, explain the source and quantity of the
offset carbon reduction credits or the number
of renewable energycertificates(RECs).
Please refer to 1-2 below
9. Greenhouse
gas
inventory,
assurance
conditions, reduction targets, strategies, and
specific action plans (specify them in 1-1 and
1-2).
Please refer to 1-1 and 1-2 below

1-1 The Company's greenhouse gas inventory and assurance conditions in the last two years

According to the provisions of the "Sustainable Development Guidemap for TWSEand TPEx-Listed Companies" issued by the Financial Supervisory Commission for implementation in separate phases, the Company is a company with a capital of less than NT$5 billion. We are required to complete the disclosure of the Company's individual greenhouse gas inventory before 2027 and complete the disclosure of the certified greenhouse gas inventory by 2029. However, the Company has taken the initiative in carrying out the 2021 GHG inventory and certification of Pinghe Plant in Siaogang in 2022 as a subsidiary included in the consolidated financial statements of the parent company (China Steel). We shall implement the greenhouse gas inventory of the parent company and subsidiaries on the consolidated financial statements and obtain third-party verification for ISO 14064-1 starting from 2023.

98

1-1-1 Greenhouse gas inventory information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million) and data coverage of greenhouse gases in the past two years.

1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million) and data
coverage ofgreenhousegases in thepast twoyears.
2022greenhousegas emissionsUnit: Metric tons CO2e
Report boundaries(Note)
Greenhouse
gas emission
Category
Explanation
Direct greenhouse gas
emissions
Total of greenhouse gases owned or
controlled by an organization within its
boundaries.
220.2124
Indirect
greenhouse
gas
emissions
Input greenhouse gas
emissions
Input indirect greenhouse gas emissions
from electricity.
312.4142
Transportation
greenhouse gas
emissions
Upstream and downstream
transportation of products; indirect
greenhouse gas emissions from
employees' commutes and business
travel.
2,909.2202
Greenhouse gas
emissions from
products used by the
organization
Indirect greenhouse gas emissions from
upstream sections of purchased
electricity, oil, water, and other energy
resources, as well as waste disposal and
treatment.
191.5876
Greenhouse gas
emissions from use of
the organization’s
products
Not disclosed
-----
Greenhouse gas
emissions from other
sources
Not disclosed
-----
Total direct and indirect greenhouse
gas emissions
3,633.434
Greenhouse gas emission intensity in 2022: 0.0602 metric tons CO2e/NT$ million in revenue
2023greenhousegas emissionsUnit: Metric tons CO2e
2022greenhousegas emissionsUnit: Metric tons CO2e
Report boundaries(Note)
Greenhouse
gas emission
Category
Explanation
Direct greenhouse gas
emissions
Total of greenhouse gases owned or
controlled by an organization within its
boundaries.
220.2124
Indirect
greenhouse
gas
emissions
Input greenhouse gas
emissions
Input indirect greenhouse gas emissions
from electricity.
312.4142
Transportation
greenhouse gas
emissions
Upstream and downstream
transportation of products; indirect
greenhouse gas emissions from
employees' commutes and business
travel.
2,909.2202
Greenhouse gas
emissions from
products used by the
organization
Indirect greenhouse gas emissions from
upstream sections of purchased
electricity, oil, water, and other energy
resources, as well as waste disposal and
treatment.
191.5876
Greenhouse gas
emissions from use of
the organization’s
products
Not disclosed
-----
Greenhouse gas
emissions from other
sources
Not disclosed
-----
Total direct and indirect greenhouse
gas emissions
3,633.434
Report boundaries(Note) Greenhouse
gas emission
Category Explanation
Direct greenhouse gas
emissions
Total of greenhouse gases owned or
controlled by an organization within its
boundaries.
220.2124
Indirect
greenhouse
gas
emissions
Input greenhouse gas
emissions
Input indirect greenhouse gas emissions
from electricity.
312.4142
Transportation
greenhouse gas
emissions
Upstream and downstream
transportation of products; indirect
greenhouse gas emissions from
employees' commutes and business
travel.
2,909.2202
Greenhouse gas
emissions from
products used by the
organization
Indirect greenhouse gas emissions from
upstream sections of purchased
electricity, oil, water, and other energy
resources, as well as waste disposal and
treatment.
191.5876
Greenhouse gas
emissions from use of
the organization’s
products
Not disclosed -----
Greenhouse gas
emissions from other
sources
Not disclosed -----
Total direct and indirect greenhouse
gas emissions
3,633.434
Report boundaries
(Note)
Greenhouse
gas emission
Category Explanation
Direct greenhouse gas
emissions
Total of greenhouse gases owned or
controlled by an organization within its
boundaries.
281.0511

Greenhouse gas emission intensity in 2022: 0.0602 metric tons CO2e/NT$ million in revenue

2023 greenhouse gas emissions Unit: Metric tons CO2e

Report boundaries Report boundaries
(Note) Greenhouse
Category Explanation gas emission
Direct greenhouse gas Total of greenhouse gases owned or
emissions controlled by an organization within its 281.0511
boundaries.

99

Indirect
greenhouse
gas
emissions
Input greenhouse gas
emissions
Input greenhouse gas
emissions
Input indirect greenhouse gas emissions
from electricity.
382.9131
Transportation
greenhouse gas
emissions
Upstream and downstream
transportation of products; indirect
greenhouse gas emissions from
employees' commutes and business
travel.
Unfinished
Greenhouse gas
emissions from
products used by the
organization
Indirect greenhouse gas emissions from
upstream sections of purchased
electricity, oil, water, and other energy
resources, as well as waste disposal and
treatment.
Unfinished
Greenhouse gas
emissions from use of
the organization’s
products
Not disclosed -----
Greenhouse gas
emissions from other
sources
Not disclosed -----
Total direct and indirect greenhouse
gas emissions
663.964
Greenhouse gas emission intensity in 2023: 0.0680 metric tons CO2e/NT$ million in revenue
Note: Organization boundaries and report scope
Plant area
Scope of activities andgeographical location
Head office
8F, No. 88, Chenggong 2nd Rd., Qianzhen District,
KaohsiungCity80661
Pinghe Plant
No. 201, Heping Rd., Xiaogang District, Kaohsiung City
81243
Dragon Steel site-office of
CEC
No. 100, Longchang Road, Longjing District, Taichung City
43445
China Steel site-office of
CEC
No. 1, Zhonggang Rd., Xiaogang Dist., Kaohsiung City
81233
Bao-Cheng
Technology
Center
8F, No. 88, Minquan 2nd Rd., Qianzhen Dist., Kaohsiung
City80661
China
Ecotek
Vietnam
CompanyLimited
9F, Petroland Tower, No.12, Tan Trao St., Ward Tan Phu, Dis.
7,Ho Chi Minh City,Vietnam
Xiamen Mao Yu Import
and Export TradingLtd.
Room 2205-3, Lixin Square, No. 90, Hubin South Road,
SimingDistrict,Xiamen City,Fujian Province
Plant area Scope of activities andgeographical location
Head office 8F, No. 88, Chenggong 2nd Rd., Qianzhen District,
KaohsiungCity80661
Pinghe Plant No. 201, Heping Rd., Xiaogang District, Kaohsiung City
81243
Dragon Steel site-office of
CEC
No. 100, Longchang Road, Longjing District, Taichung City
43445
China Steel site-office of
CEC
No. 1, Zhonggang Rd., Xiaogang Dist., Kaohsiung City
81233
Bao-Cheng
Technology
Center
8F, No. 88, Minquan 2nd Rd., Qianzhen Dist., Kaohsiung
City80661
China
Ecotek
Vietnam
CompanyLimited
9F, Petroland Tower, No.12, Tan Trao St., Ward Tan Phu, Dis.
7,Ho Chi Minh City,Vietnam
Xiamen Mao Yu Import
and Export TradingLtd.
Room 2205-3, Lixin Square, No. 90, Hubin South Road,
SimingDistrict,Xiamen City,Fujian Province

100

Greenhouse gas emission intensity in 2023: 0.0680 metric tons CO2e/NT$ million in revenue

  • Note 1: Direct emissions (Scope 1, emission sources owned or controlled by the Company), indirect energy emissions (Scope 2, indirect greenhouse gas emissions from the input of electricity, heat, or steam), and other indirect emissions (Scope 3, emissions from the Company's activities that are not indirect energy emissions, but are from sources owned or controlled by other companies).

  • Note 2: The coverage of direct emissions and indirect energy emissions data shall be handled in accordance with the timetable specified in Article 10, Paragraph 2 of these Regulations. Information on other indirect emissions may be disclosed voluntarily.

  • Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization (ISO).

  • Note 4: The intensity of greenhouse gas emissions can be calculated for each unit of product/service or revenue, provided that the data for calculating the revenue (in NT$ millions) are explained.

1-1-2 Greenhouse gas assurance information

Describe the assurance conditions in the last two years as of the publication date of the annual report, including the scope of assurance, assurance institution, assurance standards, and assurance opinion.

or revenue, provided that the data for calculating the revenue (in NT$ millions) are explained.
1-1-2 Greenhousegas assurance information
or revenue, provided that the data for calculating the revenue (in NT$ millions) are explained.
1-1-2 Greenhousegas assurance information
or revenue, provided that the data for calculating the revenue (in NT$ millions) are explained.
1-1-2 Greenhousegas assurance information
or revenue, provided that the data for calculating the revenue (in NT$ millions) are explained.
1-1-2 Greenhousegas assurance information
Describe the assurance conditions in the last two years as of the publication date of the annual
report, including the scope of assurance, assurance institution, assurance standards, and assurance
opinion.
2022
Head Office (4F and 8F of the head
office building of China Steel)
Pinghe Plant
Dragon Steel site-office of CEC
China Steel site-office of CEC
Bao-Cheng Technology Center
China Ecotek Vietnam Company
Limited
Xiamen Mao Yu Import and Export
TradingLtd.
SGS
ISO14064-1:2018
SGS evaluated the greenhouse gas
information system, supervision
methods, and reporting procedures of
Year
Item
2021 2022
Scope of
assurance
Pinghe Plant Head Office (4F and 8F of the head
office building of China Steel)
Pinghe Plant
Dragon Steel site-office of CEC
China Steel site-office of CEC
Bao-Cheng Technology Center
China Ecotek Vietnam Company
Limited
Xiamen Mao Yu Import and Export
TradingLtd.
Assurance
institution
SGS SGS
Assurance
standards
ISO14064-1:2018 ISO14064-1:2018
Assurance
opinion
SGS evaluated the greenhouse gas
information system, supervision
methods, and reporting
SGS evaluated the greenhouse gas
information system, supervision
methods, and reporting procedures of

101

procedures of CEC's Pinghe Plant
with objectivity and impartiality.
The greenhouse gas emissions
covered the period from January
1, 2021 to December 31, 2021.
SGS provided reasonable
assurance for Scope 1 and Scope
2 emissions and limited assurance
for Scope 3 to 6 emissions based
on the inspection results for the
consistency and appropriateness
of the scope of application,
objectives, and standards with
unqualified opinion.
CEC with objectivity and
impartiality. The greenhouse gas
emissions covered the period from
January 1, 2022 to December 31,
2022. SGS provided reasonable
assurance for Scope 1 and Scope 2
emissions and limited assurance for
Scope 3 to 6 emissions based on the
inspection results for the consistency
and appropriateness of the scope of
application, objectives, and standards
with unqualified opinion.
Statement
number
TW22/00527GG TW23/00516GG
Statement
issuance date
December 14, 2022 October 7, 2023

1-2 Greenhouse gas reduction targets, strategies, and specific action plans

Describe the greenhouse gas reduction baseline year and its data, reduction targets, strategies, specific action plans, and attainment of reduction targets.

  1. CEC sets short, medium and long-term carbon reduction goals, takes a path of gradual carbon reduction for ultimate carbon neutrality, and aims to complete comprehensive inventory for the 2022 baseline year and carbon neutrality.

  2. The short-term goal is to reduce emissions by 1% in 2025 compared with the baseline year. The action plan uses digital transformation to improve efficiency and reduce office energy consumption. The main carbon reduction measures include paperless online sign-off for procurement, contracting, accounting, and reimbursement applications in the ERP operating system and replacement of all lighting equipment with LED flat-panel lights in offices.

  3. The medium-term target is set to reduce emissions by 1.5% by 2030 compared with the baseline year. The measures include the digitalization of construction logs, construction records, on-site inspection records, and other forms (paperless), replacement of official vehicles with hybrid electric vehicles, setting up solar panels on the roof of the Linyuan Plant to provide electricity required for certain operations, and planting trees in Linyuan Plant to offset carbon emissions.

  4. The long-term target is to work towards carbon neutrality, substantially improve energy efficiency and the use of green energy as the main tasks of carbon reduction, and fully adopt the use of green energy vehicles for transportation and material handling. The actual measures include replacing all forklifts used in plants with electric forklifts and replacing all official vehicles with electric vehicles.

102

(VII) Implementation of Ethical Corporate Management and Deviations

from the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons:

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
I. Establishment
of
ethical
management
policies
and
solutions
(I) Did the company establish
an
ethical
corporate
management policy that was
approved by the Board of
Directors, and declare its
ethical
corporate
management
policy
and
methods in its regulations
and external documents, as
well as the commitment of
its Board and management to
implementing
the
management policies?














V
1. The
Board
of
Directors
passed the "Ethical Corporate
Management Best Practice
Principles" and established
the "Procedures for Ethical
Corporate Management and
Code of Conduct" based on
the
principles,
and
both
contain provisions on the
prevention
of
dishonest
conduct.
The
Company
clearly
states
its
ethical
corporate
management
philosophy in its company
introduction
and
sustainability report.
2. The Internal Audit Office
periodically
audits
the
implementation
of
ethical
corporate
management,
proposes
improvement
recommendations, tracks its
progress, and submits reports
to the Board of Directors and
Audit Committee for review.
This
is
an
important
mechanism
for
the
supervision
of
ethical
corporate
management
policies by the Board of
Directors.





























No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
(II) Does the company establish
mechanisms for assessing

V
The Company established the
"Code
of
Ethics
for


No deviation from
the
Ethical

103

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
the
risk
of
unethical
conduct,
periodically
analyze and assess operating
activities within the scope of
business with relatively high
risk of unethical conduct,
and formulate an unethical
conduct prevention plan on
this basis, which at least
includes
preventive
measures
for
conduct
specified
in
Article
7,
Paragraph 2 of the Ethical
Corporate
Management
Best-Practice Principles for
TWSE/TPEx
Listed
Companies?















Employees" and "Employee
Accepting Offer and Lobbing
Report Logbook." Employees
shall not request, offer or
receive any gifts, treats or other
benefits provided by interested
parties related to their job
duties.
Violators
will
be
punished
according
to
company
regulations
and
brought
to
justice
if
the
violation
involves
criminal
liability.
Pursuant
to
the
Contractor
Selection
Guidelines,
contractors
that
offer gifts, bribes, commission,
or other illegal benefits to the
Company's personnel will be
permanently blacklisted once
verified.
The Company established the
Procedures
for
Handling
Internal Material Information
and the Regulations Governing
Prevention of Insider Trading
to prevent the leakage of
internal material information
by
directors,
managerial
officers, or employees. If a leak
damages the Company's assets
or interests, the Company will
take legal action to hold the
violator responsible.































Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
(III) Has the company established
policies to prevent unethical
conduct
with
relevant
procedures,
guidelines
of
conduct,
punishment
for





V
The
Company
established
"Ethical
Corporate
Management
Best
Practice
Principles" and "Procedures for
Ethical
Management
and





No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles

104

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
violation, rules of appeal
clearly stated in the policies,
implemented the policies,
and review the policies on a
regular basis?



Guidelines for Conduct," and
shall abide by the operational
philosophies
of
honesty,
transparency and responsibility,
base policies on the principle
of good faith, and establish
good corporate governance and
risk control and management
mechanisms
to
create
an
operating
environment
for
sustainable development. The
Company
promotes
ethical
conduct, discipline, and related
company regulations in various
internal activities and meetings
to encourage employees to
conduct
careful
business
operations
and
establish
a
culture of ethical business
practices.
The
Company
shall
periodically review and revise
the abovementioned procedures
andguidelines for conduct.






















for
TWSE/TPEx
Listed Companies.
II. Implementation
of
ethical
corporate management
(I) Does the Company evaluate
the ethical conduct record of
counterparts, and does it
include an ethical conduct
clause in contracts signed
with the counterpart?






V
For better management of
contractors,
the
Company
specified in the construction
contract that the Company's
Procurement Department may
request approval from the Vice
President
of Administration
Group to permanent blacklist a
contractor if the contractor has
any one of the following
situations:
1. Breach of contract by the
contractor
causes
the












No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

105

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
Company to sustain severe
losses.
2. The contractor is verified to
have
engaged
in
illegal
conduct,
such
as
manipulation or bid rigging.
3. Penalties shall be imposed on
suppliers that provide bribes,
gifts,
commissions,
compensation,
interest
in
exchange for benefits, or
other illegitimate benefits to
the Company's managerial
officers,
employees,
or
part-time employees, their
spouses,
direct
blood
relatives,
consultants,
or
design
and
planning
companies
once
such
violations are verified.
















(II) Has the company set up a
dedicated unit under the
Board
of
Directors
to
promote ethical corporate
management and regularly
(at least once every year)
report to the Board of
Directors the implementation
of
the
ethical
corporate
management policies and
prevention programs against
unethical conduct?











V
The
Administration
Group
established
regulations
and
departments are responsible for
assisting the Board of Directors
and
management
in
formulating and supervising
the implementation
of the
ethical corporate management
policy and prevention plans.
We
employ
internal
audit
mechanisms and special audits
to
supervise
the
implementation and follow up
on
improvement.
The
Company has not violated
ethical management regulations
in
2023,
and
the
ethical
corporate
management


















No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

106

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
operations and implementation
have been reported to the
Board
of
Directors
on
December 27, 2023.
The
units
under
the
Administration Group and the
Internal
Audit
Office
are
responsible for the following
matters:
1. Human
Resources
Department:
(1) Planning
of
internal
organization, staffing and
job
duties,
establish
mutual supervision and
balance mechanisms for
operating
activities
of
relatively
higher
unethical conduct risk in
the scope of business.
(2) Promotion
and
coordination of ethical
policy promotion.
2. Legal Office:
(1) Assisting in incorporating
ethics and moral values
into
the
company's
business strategy.
(2) Establishing
Ethical
Management
Operation
Procedures and Code of
Conduct
according
to
regulatory system.
(3) Establishing
and
maintaining
relevant
company
internal
regulations, such as Code
of Conduct for Directors,




























107

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
Code of Conduct for
Practitioners
and
Regulations for Ethics of
Practitioners, etc.
3. Internal Audit Office:
(1) Developing
a
whistle-blowing
system
and ensuring its operating
effectiveness.
(2) Assisting the board of
directors
and
management in auditing
and assessing whether or
not
the
prevention
measures taken for the
purpose of implementing
ethical management are
effectively operating and
preparing reports on the
regular
assessment
of
compliance with ethical
management in operating
procedures.
The 2023 ethical corporate
management
and
implementation are as follows:
1. Education and training: The
Human
Resources
Department plans a series of
courses on regulations and
construction
contract
performance
management,
providing
construction
company
personnel
with
knowledge of the law, work
rules, code of conduct, and
the protection of intellectual
propertyrights and trade
































108

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
secrets. Case studies during
the
courses
emphasize
concepts and implementation
of
ethical
corporate
management,
jointly
managing
and
preventing
unethical conduct. A total of
265 people participated in the
courses for a total of 221
man-hours.
2. Compliance promotion: The
Legal Office summarizes the
Ethical
Corporate
Management Best Practice
Principles
and
important
rules for handling internal
material
information,
and
promotes
matters
that
employees
need
to
pay
attention to when performing
their duties through case
study.
3. Communication
channel:
Employees can express their
opinions through multiple
channels to management and
the
Human
Resources
Department.
The
ethical
corporate management policy
and implementation status is
announced on the company
website, annual report, and
during investor conferences.
4. Periodic
audits:
The
Company
established
the
"Code of Ethical Conduct for
Employees" and incorporated
ethical
corporate


































109

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
management into employee
performance evaluations and
the human resources policy.
We have also established
clear and effective systems
for rewards and punishment.
There were no corruption
cases and anti-competitive
behavior in 2023.
5. Whistleblowing system and
whistleblower protection: We
established the whistleblower
system in the "Corporate
Governance Best Practice
Principles,"
"Ethical
Corporate Management Best
Practice
Principles,"
and
"Procedures
for
Ethical
Corporate Management and
Code of Conduct," actively
preventing
dishonest
conduct, encouraging internal
and external personnel to
report dishonest or improper
conduct. The Internal Audit
Office
was
assigned
to
handle reports of dishonest
conduct, and establish the
whistleblowing system. The
identity of whistleblowers
and contents of reports are
kept confidential. A total of 1
complaint was received in
2023, and will be properly
handled by related units after
careful investigation.

































(III) Has the company established
policies toprevent conflict


V
The Company established the
"Code of Ethical Conduct for


No deviation from
the
Ethical

110

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
of
interests,
provided
appropriate
channels
for
filing related complaints and
implemented
the
policies
accordingly?



Directors"
and
"Code
of
Ethical
Conduct
for
Employees." When employees
are performing their duties,
they shall avoid any conflict of
interest in cases in which they
or their family member is an
interested party. Violators will
be punished according to the
severity of their violation.
Refer to section 3 "Operation
of whistleblowing system" for
grievance channels.











Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
(IV) Has the company established
effective accounting systems
and internal control systems
to
implement
ethical
corporate management and
designated its internal audit
unit, based on the results of
assessment of the risk of
involvement
in
unethical
conduct,
devise
relevant
audit plans and audit the
compliance
with
the
prevention
programs
accordingly
or
commissioned a CPA to
conduct the audit?















V
The Company has established a
suitable
accounting
system
according
to
the
Business
Entity
Accounting
Act,
Regulations
Governing
the
Preparation
of
Financial
Reports by Public Companies,
Company Act, and Securities
and Exchange Act, as well as
management
needs.
The
Company also complies with
the
Regulations
Governing
Establishment
of
Internal
Control Systems by Public
Companies. The Internal Audit
Office periodically conducts
internal audits and implements
the supervision mechanism.
Deficiencies
found
in
the
internal control system during
internal
audits
and
improvements of abnormalities
are
important
items
in
department
performance
evaluations.
























No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

111

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
(V) Does the company regularly
hold internal and external
educational
trainings
on
ethical
corporate
management?




V
The
Company
shall
periodically organize training
and awareness programs for
directors, managerial officers,
employees, mandataries and
substantial
controllers,
and
invite commercial transaction
counterparties, so that they
understand
the
Company's
resolve to implement ethical
corporate management, related
policies, prevention programs,
and
the
consequences
of
engagingin unethical conduct.













No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
III. Operation of whistleblowing
system:
(I) Has the company established
a concrete whistleblowing
and reward system and have
a
convenient
reporting
channel in place, and assign
an appropriate person to
communicate
with
the
accused?








V
The
Company’s
“Code
of
Ethical
Conduct
for
Employees”,"Employee Work
Rules" , "Integrity and Ethics
Directions for Employees " and
the
“Ethical
Corporate
Management
Best
Practice
Principles
“specify
the
following matters:
1. Employees shall live in
harmony, help and care for
each
other.
However,
to
maintain the overall interests of
the Company, employees shall
assume the responsibility of
reporting
any
behavior
regarding seeking private gains
and fraud.
2. Informant shall report the
unlawful conduct through a
proper channel, information
and describe specific evidence.
It’s
forbidden
to
intend
somebodybeing punished by





















No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

112

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
defaming,
forging
or
framing-up.
3. The Internal Audit Office is
in charge of accepting appeals
regarding improper conduct
such as seeking private gains,
fraud, impairing the interests of
the Company, and violation of
company
regulations.
An
appeal reporting system is
established to ensure the legal
rights
and
interests
of
whistleblowers and relevant
individuals. Additionally, the
following appeals channels are
provided: (1) Tel.: 07-3336138
ext 31802;(2) Mailbox: China
Ecotek
Corporation
,The
Internal
Audit
Office;
(3)
Email
Address:[email protected]

















(II) Does the Company have
standard
operating
procedures for investigating
whistleblowing cases and
related
confidentiality
mechanisms?





V
All complaints processed by
the Company are treated as
confidential. The procedures
for
handling
whistleblower
cases are as follows:
1. Responsible personnel at the
Internal Audit Office fill out
the "Internal Audit Office
Whistleblower Case Record
Form"
after
receiving
a
report.
2. After careful investigation by
the Internal Audit Office, the
case will be properly handled
by related units and then
submitted to the supervisor
for review.














No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.

113

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
3. Related units are required to
designate a case officer or
form an investigation team to
conduct
an
investigation.
Results are submitted to the
department supervisor for
review, and further submitted
to the Internal Audit Office
for review.
4. The Internal Audit Office
periodically
reports
the
number of cases to the Board
of Directors.
5. If investigation results of
whistleblower cases involves
a director or senior manager,
it
shall
be
reported
to
independent directors.
6. Dedicated personnel record
all data of whistleblower
cases from when the case is
accepted,
opened,
investigated, and reported,
including
original
data,
documents, audio recordings,
and other forms of data. All
data of whistleblowing cases
are kept confidential and
filed for future reference.
7. When
handling
a
whistleblowing or grievance
case, the identity of the
whistleblower
and
stakeholders
must
be
protected,
and
prevent
whistleblowing
from
damaging the interests of
whistleblowers
and

































114

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
stakeholders. However, this
does
not
include
whistleblowing
for
the
purpose
of
defamation,
forgery,or framingothers.



(III) Does the company provide
proper
whistleblower
protection?


V
The Company explicitly states
in
Article
7
of
the
Whistleblowing
Procedures
that whistleblowers will not be
punished for whistleblowing.




No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
IV. Enhancing
information
disclosure
Does the Company disclose
the
contents
and
implementation results of its
Ethical
Corporate
Management
Best
Practice
Principles on its website and
MOPS?







V
The Company has disclosed
information related to ethical
corporate
management,
including the "Code of Ethical
Conduct," "Ethical Corporate
Management
Best
Practice
Principles,"
and
"Ethical
Corporate
Management
Operating
Procedures
and
Code of Conduct" in the
"Corporate
Governance"
section
on
the
company
website
and
the
Market
Observation Post System. The
Administration
Group
are
responsible
for
enhancing
ethical corporate management.
Auditors
responsible
for
supervision
and
implementation as well as
reporting the results to the
Board of Directors at least once
eachyear.






















No deviation from
the
Ethical
Corporate
Management
Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
V.
If the Company has established Ethical Corporate Management Best Practice Principles in
accordance with the "Ethical Corporate Management Best Practice Principles for
TWSE/TPEX-Listed Companies," describe anydiscrepancybetween theprinciples and their

115

Operatingstatus Operatingstatus Operatingstatus Deviation
from
"Ethical Corporate
Management
Best
Practice Principles
Evaluation item
Yes No Summary for
TWSE/TPEx
Listed Companies"
and
reasons
for
deviation
implementation: The Company established "Ethical Corporate Management Best Practice
Principles and "Ethical Corporate Management Operating Procedures and Code of Conduct."
There are no discrepancies with the Ethical Corporate Management Best-Practice Principles for
TWSE/TPEx Listed Companies.
VI. Other key information useful for explaining the Company's implementation of ethical corporate
management:
1. The Company established the "Code of Ethical Conduct for Directors" and "Code of Ethical
Conduct for Employees," clearly setting forth the Company's codes of conduct for integrity and
ethics to improve corporate governance.
2. The Company irregularly reviews, revises, or establishes regulations related to ethical corporate
management,in order to meet actual needs of operations.

116

  • (VIII) If the company has established corporate governance principles and related guidelines, disclose the means of accessing this information

  • 1.Corporate governance principles and related guidelines:

  • (1) Pursuant to the regulations established by the FSC, we established A. Internal Control System; B. Procedures for the Acquisition or Disposal of Assets; C. Procedures for Endorsement and Guarantee; D.Procedures for Lending Funds to Others; E. Regulations Governing Procedures for Board of Directors Meetings (for matters the chairperson and management is authorized by the Board of Directors to handle, the Company established the Delegation of Authorities to the Board of Directors and Management and the Delegation of Authorities and Duties for Board of Directors, Chairman and President Authority Table); F. Compensation Committee Charter; G. Audit Committee Charter.

  • (2) Pursuant to related regulations and templates of Taiwan Stock Exchange Corporation, we established: A. Rules of Procedure for Shareholders' Meetings; B. Code of Ethical Conduct for Directors; C. Code of Ethical Conduct for Employees; D. Regulations Governing the Election of Directors; E. Ethical Corporate Management Best Practice Principles; F. Management Guidelines for Related Party Transactions; G. Stock Trading Halt and Resumption Application Procedure; H. Corporate Governance Best Practice Principles; I. Procedures for Ethical Corporate Management and Code of Conduct; J. Sustainable Development Best Practice Principles; K. Regulations Governing the Evaluation of Board Performance; L. Procedures for Handling Internal Material Information; M. Guidelines for Appointment of Spokesman and Deputy Spokesman.

  • 2.Query Method

  • (1) Download from the Market Observation Post System

117

(http://mops.twse.com.tw/)

in "Establishment of related corporate governance regulations and rules" under "Corporate Governance."

  • (2) Access information on the Company's corporate website (http://www.ecotek.com.tw).

    • "Corporate Governance Regulations" under "Corporate Governance."
  • (IX) Disclose other material information that will benefit understanding of

the Company's corporate governance status

1.Directors' continuing education

2023.01.01~2023.12.31

Date of Date of continuing Date of continuing Number
Title Name appoint education Organizer Course Name of course
ment Start End hours
Representative
of institutional
director

Cheng-Chiang
Chen
2022/07/
13
2023/10/20 2023/10/20
SFI
2023 Seminar on
Prevention of
Insider Trading
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
Representative
of institutional
director


Chao-Tung
Wong
2016/01/
15
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
Representative
of institutional
director


Shyi-Chin
Wang
2019/09/
30
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Cross-Domain
Management
3

118

Date of Date of continuing Date of continuing Number
Title Name appoint education Organizer Course Name of course
ment Start End hours
Relations
Institute
Practices for
Net-Zero Carbon
Emissions
Representative
of institutional
director


Chih-Feng Lee
2020/10/
31
2023/05/22 2023/05/22
Taiwan
Stock
Exchange
and Taipei
Exchange
Seminar on the
Sustainable
Development
Action Plans for
TWSE- and
TPEx-Listed
Companies
3
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
2023/11/29 2023/11/29
Taiwan
Stock
Exchange
and Taipei
Exchange
Carbon Market's
New Chapter for
Sustainable
Future Summit
3
Representative
of institutional
director


Chen Yang
2021/05/
31
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
Representative
of institutional
director


Yu-Lun Kuo
2009/05/
12
2023/08/07 2023/08/07
Taiwan
Project
Manageme
nt
Associatio
n
Enterprise
Reform
Management and
Transformation
3

119

Date of Date of continuing Date of continuing Number
Title Name appoint education Organizer Course Name of course
ment Start End hours
2023/10/11 2023/10/11
Greater
China
Financial
and
Economic
Developm
ent
Associatio
n
Corporate Talent
Competition:
Discussion of
Key Issues of
Employee
Reward
Strategies
3
Representative
of institutional
director


Hsiu-Mei Liu
2022/02/
01
2023/06/06 2023/06/06
SFI
Understanding
and Using Credit
Rating
3
2023/08/11 2023/08/11
Taiwan
Corporate
Governanc
e
Associatio
n
Development and
Risk
Management of
Digital
Technologies and
Artificial
Intelligence
3
2023/11/10 2023/11/10
Taiwan
Corporate
Governanc
e
Associatio
n
Global and
Taiwan Tax
Reform and
Corporate Tax
Governance from
the Perspective of
ESG Trends and
Epidemic
Environment

3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
Representative
of institutional
director


Po-Nien Lin
2005/06/
28
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3

120

Date of Date of continuing Date of continuing Number
Title Name appoint education Organizer Course Name of course
ment Start End hours
Independent
Director
Po-Han Wang 2017/06/
22
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/09/08 2023/09/08
Taiwan
Corporate
Governanc
e
Associatio
n
Legacy Project
Launched -
Employee
Reward Plan and
Equity
Inheritance
3
Independent
Director
Chia-Jung Chen 2017/06/
22
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3
Independent
Director
Tai-Kuang Peng 2020/06/
23
2023/08/11 2023/08/11
Taiwan
Investor
Relations
Institute
Insights into
Corporate Fraud
Risks and
Preventive
Countermeasures
with Actual Case
Studies
3
2023/11/27 2023/11/27
Taiwan
Investor
Relations
Institute
Cross-Domain
Management
Practices for
Net-Zero Carbon
Emissions
3

121

2.Continuing education of the Corporate Governance Officer

2023.01.01~2023.12.31

Date of
Number of
Organizer Course Name continuing
course hours
education
Taiwan Stock Exchange
and Taipei Exchange
Seminar on the Sustainable Development
Action Plans for TWSE- and TPEx-Listed
Companies
2023/05/22 3
Taiwan Corporate
Governance Association
Commercial Litigation and Dispute
Resolution in Practice
2023/06/02 3
Taiwan Investor Relations
Institute
Insights into Corporate Fraud Risks and
Preventive Countermeasures with Actual
Case Studies
2023/08/11 3
Taiwan Investor Relations
Institute
Cross-Domain Management Practices for
Net-Zero Carbon Emissions
2023/11/27 3
  1. Domestic certifications obtained by financial, auditing, and IT personnel of the Company:

  2. 1 international certified internal auditor and 2 lead auditors that received training for ISO 27001 Information Security Management Systems.

  3. (X) The following items relating to the implementation status of the internal control system shall be disclosed:

  4. 1.Statement on Internal Control:

China Ecotek Corporation

Statement of Internal Control

Date: February 27, 2024

In 2023, the Company conducted an internal audit of its internal control system and hereby declares the following:

  • I. The Company acknowledges and understands that the establishment, enforcement and maintenance of the internal control system are the responsibility of the Board of Directors and management, and that the Company has already established such a system. aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability of reporting, and compliance with applicable laws and regulations.

122

  • II. There are inherent limitations to even the most well designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the aforementioned goals. Moreover, the effectiveness of the internal control system may vary due to changes in the environment and circumstances. However, self-supervision measures were implemented within the Company's internal control policies to facilitate immediate rectification once procedural flaws have been identified.

  • III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter called "Governing Regulations") that are related to the effectiveness of internal control systems. The criteria introduced by the "Governing Regulations" cover the process of management control and consist of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk assessment, 3. Control operations, 4. Information and communication, and 5. Monitoring operations. Each of the elements in turn contains certain audit items. Please refer to "Governing Regulations" for details.

  • IV. The Company has adopted the aforementioned measures for an examination of the effectiveness of the design and implementation of the internal control system.

  • V. Based on the findings of the aforementioned examination, the Company believes it can reasonably assure that the design and implementation of its internal control system as of December 31, 2023 (including supervision and management of subsidiaries), including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant regulatory requirements, have achieved the aforementioned objectives.

  • VI. This Statement constitutes part of the Company's annual report and prospectus, and shall be disclosed to the public. Should any of the aforementioned disclosure contents be fictitious or concealed in an illegal manner, the company shall bear legal responsibilities pursuant to Articles 20, 32, 171, and 174 of the Securities Exchange Act.

  • VII. This statement was passed by the Board of Directors on February 27, 2024, with none of the 11 attending Directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

China Ecotek Corporation

Chairperson: President:

==> picture [117 x 33] intentionally omitted <==

==> picture [113 x 34] intentionally omitted <==

123

  • 2.If the company engages an accountant to examine its internal control system, disclose the CPA examination report: None.

  • (XI) Penalty imposed on the Company and its personnel, punishment imposed by the Company on personnel in violation of internal control system regulations, major deficiencies and improvements in the past year and up to the date of report: None.

  • (XII) Important resolutions of shareholders meeting and board meeting in the most recent year and up to the date of publication of the annual report

  • 1.Major resolutions of the shareholders' meeting and implementation status

  • (1) Voted and acknowledged the 2022 business report and financial statements.

  • (2) Voted and acknowledged the 2022 earnings distribution proposal. Implementation status: July 25, 2023 was set as the record date, and all dividends were distributed on August 16, 2023. (Cash dividend of NT$3 per share.)

  • (3) Election of 11 members of 11th-term Directors (including 3 Independent Directors). The list of elected Directors was announced on the Market Observation Post System on the day of the shareholders’ meeting.

The elected Directors were as follows:

Representative of China Steel Corporation Cheng-Chiang Chen Representative of China Steel Corporation Chao-Tung Wong Representative of China Steel Corporation Shyi-Chin Wang Representative of China Steel Corporation Chih-Feng Lee Representative of China Steel Corporation Chen Yang Representative of Hua Eng Wire & Cable Hsiu-Mei Liu Co., Ltd.

Representative of Great Grandeul Steel Co., Yu-Lun Kuo Ltd.

124

Representative of Bai-Chien Investment Po-Nien Lin Co., Ltd. Independent Director Chia-Jung Chen Independent Director Po-Han Wang Independent Director Tai-Kuang Peng

  • (4) Voted and discussed the release the removal of the non-compete clause for new non-independent Director. The proposal was passed according to the plan and has been implemented.

  • 2.Important resolutions of board meetings

  • (1) Important resolutions in the 21st meeting of the 10th-term Board of Directors (2023.02.21)

  • A. Passed the 2022 Business Report and financial statements.

  • B. Report on the amount and distribution method of the 2022 employee bonuses and remuneration to directors and supervisors.

  • C. Submission of the 2022 earnings distribution proposal.

  • D. Submission of the 2022 Statement of Internal Control System.

  • E. Passed the proposal for the change of the accountants from Yu-Hsiang Liu and Chao-Chun Wang to Li-Yuan Kuo and Chao-Chun Wang.

  • F. Passed the proposal for the audit fee negotiated with Deloitte Taiwan for 2023 to 2027.

  • G. Passed the proposal for the election of the 11th-term Directors (including Independent Directors).

  • H. Passed the proposal for the removal of the non-compete clause for the 11th-term non-independent Directors.

  • I. Passed the proposal to convene the 2024 Shareholder's Meeting (physical) at Kaohsiung Business Convention Center (No. 5, Zhongshan 2nd Rd., Qianzhen District, Kaohsiung City) at 9:00

125

  - A.M. on June 21, 2023 (Wednesday).
  • (2) Important resolutions in the 22nd meeting of the 10th-term Board of Directors (2023.05.03)

  • A. Passed the draft of the Consolidated Financial Statements and Independent Auditors' Review Report for the first quarter of 2023.

  • B. Passed the proposal for the donation to CSC Group Education Foundation.

  • C. Passed the review of the nomination of the members of 11th-term Independent Directors and the nomination of non-independent Directors.

  • D. Passed performance evaluation and review results for the President and Vice Presidents for 2022.

  • E. Passed the proposed performance bonus for the Chairperson, President, and Vice Presidents.

  • F. Passed the proposed amendment to the Company's Employee Stock Ownership Trust Committee Charter.

  • (3) Important resolutions in the 1st meeting of the 11th-term Board of Directors (2023.06.21)

  • A. Election of Mr. Chen-Chiang Chen as the Company's Chairperson.

  • B. Approved the appointment of the Independent Directors Mr. Chia-Jung Chen, Mr. Po-Han Wang, and Mr. Tai-Kuang Peng as members of the Company's 11th Compensation Committee.

  • (4) Important resolutions in the 2nd meeting of the 11th-term Board of Directors (2023.08.02)

  • A. Passed the draft of the Consolidated Financial Statements and Independent Auditors' Review Report for the second quarter of 2023.

  • B. Passed the items for the business management performance

126

evaluation of the President and Vice Presidents in 2023.

  • C. Passed the proposed remuneration distribution for the Chairperson, President and Vice Presidents.

  • (5) Important resolutions in the 3th meeting of the 11th-term Board of Directors (2023.11.01)

  • A. Passed the draft of the Consolidated Financial Statements and Independent Auditors' Review Report for the third quarter of 2023.

  • B. Passed the salary adjustment for employees under vice presidents (excluding vice presidents).

  • (6) Important resolutions in the 4th meeting of the 11th-term Board of Directors (2023.12.27)

  • A. Passed the 2024 budget.

  • B. Passed the 2024 audit plan.

  • C. Passed the salary adjustment of the Chairperson, President, Vice President of Administration Group, and Vice President of Engineering Group.

  • (7) Important resolutions in the 5th meeting of the 11th-term Board of Directors (2024.02.27)

  • A. Passed the 2023 Business Report and financial statements.

  • B. Report on the amount and distribution method of the 2023 employee bonuses and remuneration to directors and supervisors.

  • C. Submission of the 2023 earnings distribution proposal.

  • D. Submission of the 2023 Statement of Internal Control System.

  • E. Passed the proposal to convene the 2024 Shareholder's Meeting at Kaohsiung Business Convention Center (No. 5, Zhongshan 2nd Rd., Qianzhen District, Kaohsiung City) at 9:00 A.M. on June 25, 2024 (Tuesday).

  • F. Passed the renewal of the lease of the "First Administrative

127

Building and facilities originally belonging to CSSC" of China Steel.

  • (XIII) Main content of recorded or written opinions from Directors or Independent Directors had dissenting opinions on passed important resolutions by the Board of Directors in the most recent year and up to the date of publication of the annual report: None.

  • (XIV) A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the Company's chairperson, president, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief research and development officer:

Summary table of the resignation and dismissal of persons relevant to

the Company

Title Name Date
Appointed
Date
Dismissed
Reasons for
resignation or
dismissal
- - - - -

V. Information on Fees to Certifying CPA

  • (I) Information on Fees to CPA

Unit: NT$ thousand

Name of the Audit Non-audit fee
Name of CPA Audit period Total Notes
accountingfirm fee (Note)
Deloitte Taiwan Li-Yuan Kuo
Chao-Chun Wang
2023.01
~2023.12
4,000 745 4,745 None

Note: Services of non-audit fees: NT$625 thousand for tax services and NT$120 thousand for business registration services.

128

  • (II) If the accounting firm is changed and the audit fees paid in the year of the replacement is less than that of the previous year, the amount and percentage of decrease in audit fees and the causes shall be disclosed: N/A.

  • (III) If the audit fees decreased more than 10% from that of the prior year, the amount, percentage, and reasons for the decrease in audit fees shall be disclosed: N/A.

VI. Information on Change of CPA

(I) Information on the previous CPA

Date of change Approved bythe Board of Directors on February21,2023 Approved bythe Board of Directors on February21,2023 Approved bythe Board of Directors on February21,2023 Approved bythe Board of Directors on February21,2023 Approved bythe Board of Directors on February21,2023
Due to the internal rotations at the accounting firm, the Company's
financial statements, previously certified by the CPAs Yu-Hsiang Liu
and Chao-Chun Wang, are certified by the CPAs Li-Yuan Kuo and
Chao-Chun Wangstartingfrom the firstquarter of 2023.
Reason for change and
explanation
State whether the The Parties
CPA
Appointer
S
Appointment is Terminated tatus
Termination initiated byclient N/A
or Rejected by the Appointer
Appointment rejected
(discontinued)
or CPAs
Opinion and reason for the None
issuance of audit reports
containing opinions other
than unqualified opinions in
the most recent twoyears
Yes - Accounting principles or
practices
- Disclosure of financial
statements
Different opinions from the
- Audit scope orprocedures
issuer
- Others
None V
Descripti
on
N/A
Other items for disclosure None
(items in Article 10,
Subparagraph 6, Item 1-4 to
Item 1-7 of the Regulations
shall be disclosed)

129

(II) Regarding succeeding CPA

Accountingfirm name Deloitte Taiwan
Li-Yuan
Kuo,
CPA
and
Chao-Chun Wang,CPA
Name of CPA
Approved by the Board of
Directors on February21,2023
Date of appointment
Subjects and outcomes of consultation on




N/A
the accounting treatment of or application
of
accounting
principles
to
specific
transactions, or opinions that may be
included on financial statements before the
appointment of new CPAs
The succeeding CPA's opinions in written

N/A
form in response to the former CPA's
opinions
  • (III) Previous CPAs' response to Article 10, Subparagraph 6, Item 1 and Item

2-3 of the Regulations: N/A.

  • VII. Did the Company's chairperson, president, financial or accounting manager serve in the certifying CPA firm or its affiliates in the most recent year: None.

  • VIII. Share transfer by directors, managerial officers, and shareholders holding more than 10% shares, and changes to share pledging

130

(I) Changes in shareholding of directors, managerial officers, and major shareholders

Unit: Shares

The current year up to The current year up to
2023
March 31, 2024
Number of Number of Number of Number of
Title Name
shares held pledged shares held pledged
added shares added added shares added
(subtracted) (subtracted) (subtracted) (subtracted)
Director/Major
shareholder
China Steel Corporation 0 0 0 0
Director Hua Eng Wire & Cable
Co., Ltd.
0 0 0 0
Director Great Grandeul Steel
Co., Ltd.
0 0 0 0
Director Bai-Chien Investment
Co., Ltd.
0 0 0 0
Independent
Director
Chia-Jung Chen 0 0 0 0
Independent
Director
Po-Han Wang 0 0 0 0
Independent
Director
Tai-Kuang Peng 0 0 0 0
Director and
President
Chih-Feng Lee 0 0 0 0
Vice President Chien-Chih Chen 0 0 0 0
Vice President Li-Ming Hu 0 0 0 0
Accounting
Officer
Ya-Min Chuang 0 0 0 0

(II) If there was share transfer to related parties, disclose information on the counterparty: None.

(III) If there was pledge transfer to related parties, disclose information on the counterparty: None.

131

  • IX. Information on relationship between any of the top ten shareholders (related party, spouse, or kinship within the second degree):

December 31, 2023 Unit: shares; %

Titles, names and Titles, names and Notes
Shares held by
Total
relationships between top
Shareholding spouse and
underage
shareholding
by nominee
10 shareholders (related

children

arrangement
party, spouse, or kinship
within the second degree)
Number of Shares Shareholding ratio Number of Shares Shareholding ratio Number of Shares Shareholding ratio Title (or Name) Relationship
Name
China Steel Corporation 55,393,138 44.76 N/A N/A 0 0 CSC Solar
Corporation
Parent and
subsidiary
company
None
Representative of China
Steel Corporation
Chao-TungWong
0 0 0 0 0 0 None None None
Hua Eng Wire & Cable
Co., Ltd.
11,843,730 9.57 N/A N/A 0 0 None None None
Representative of Hua
Eng Wire & Cable Co.,
Ltd.
Hung-Jen Wang
0 0 0 0 0 0 None None None
Dedicated account
under the custody of
Mega International
Commercial Bank –
China Ecotek
Corporation
6,927,156 5.59 N/A N/A 0 0 None None None
Great Grandeul Steel
Co., Ltd.
3,964,000 3.20 N/A N/A 0 0 C. Hao
Corporation
Affiliate None
Representative of Great
Grandeul Steel Co., Ltd.
Yung-ChengKuo
0 0 0 0 0 0 None None None
Chin Ho Fa Steel & Iron
Co., Ltd.
3,610,475 2.92 N/A N/A 0 0 None None None
Representative of Chin
Ho Fa Steel & Iron Co.,
Ltd.
Hong-Zhi Chen
0 0 0 0 0 0 None None None
Bai-Chien Investment
Co., Ltd.
3,005,000 2.43 N/A N/A 0 0 None None None

132

Representative of
Bai-Chien Investment
Co., Ltd.
Chung-Tien Lin
0 0 0 0 0 0 None None None
Chun Yuan Steel
Industry Co., Ltd.
2,990,772 2.42 N/A N/A 0 0 None None None
Representative of Chun
Yuan Steel Industry Co.,
Ltd
Yi-MingZheng
0 0 0 0 0 0 None None None
Taiwan Sugar
Corporation
2,888,844 2.33 N/A N/A 0 0 None None None
Representative of
Taiwan Sugar
Corporation
Ming-Zhou Yang
0 0 0 0 0 0 None None None
C. Hao Corporation 1,588,000 1.28 N/A N/A 0 0 Great
Grandeul
Steel Co.,
Ltd.
Affiliate None
Representative of C.
Hao Corporation
Chen-Kui Yen
0 0 0 0 0 0 None None None
CSC Solar Corporation 725,000 0.59 N/A N/A 0 0 China Steel
Corporation
Parent and
subsidiary
company
None
Representative of CSC
Solar Corporation
Chih-FengLee
0 0 0 0 0 0 None None None

133

X. Total shareholding percentage of investee business

December 31, 2023
Unit: shares; %
December 31, 2023
Unit: shares; %
December 31, 2023
Unit: shares; %
December 31, 2023
Unit: shares; %
December 31, 2023
Unit: shares; %
December 31, 2023
Unit: shares; %
Investments from
directors, managerial
Investment by the Comprehensive
officers and their
Company investment
directly or indirectly
Investee business controlled enterprises
(Note) Number of
Shares
Shareholding
ratio
Number of
Shares
Shareholding
ratio
Number of
Shares
Shareholding
ratio
Chiun Yu Investment
Corporation
Jing-Cherng-Fa
Investment Corporation
Chi-Yi Investment
Corporation
Hung-chuan Investment
Corporation
Eminent III Venture
Capital Corporation
CEC International Co.
CEC Development Co.
China Ecotek VN Co.
China Steel Machinery
Corporation
Xiamen Mao Yu Import
and Export Trading Ltd.
China Ecotek India Private
Limited
CSC Solar Corporation
Pro-Ascentek Investment
Corporation

1,196,000
805,000
800,000
600,000
10,000,000
10,000,000
17,000,000
0
35,204,170
0
5,000
34,880,000
6,000,000













40.00
35.00
40.00
30.00
5.52
100
100
0
26.02
0
0.10
20.00
5.00













-
-
-
-
-
-
-
-
100,066,400
-
4,995,000
95,920,000
-


-
-
-
-
-
-
-
100
73.97
100
99.90
55.00
-





1,196,000
805,000
800,000
600,000
5,000,000
10,000,000
17,000,000
0
135,270,570
0
5,000,000
130,800,000
6,000,000













40.00
35.00
40.00
30.00
5.52
100
100
100
99.99
100
100
75.00
5.00

Note: The Company's investments recognized under the equity method (as of December 31, 2023).

134

Chapter 4. Capital overview

I. Capital and shares

(I) Sources of capital Unit: Thousand NTD; thousand shares

Issuing
Price
(NT$)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks
Subscriptions
Year/Month

Number
Amount Number Amount Sources of paid with Others

of Shares
of Shares capital property other

than cash
1993.03 10 100,000 1,000,000 54,500
545,000
Establishment
capital
None Gao-Shih-Jian-Er-Zi
h No. 84252401
1997.12 10 100,000 1,000,000 57,770
577,700
Capitalization
of profits
None (1997)
Tai-Cai-Zheng (I)
No. 80337
1998.07 10 100,000 1,000,000 63,767
637,670
Capitalization
of profits
None (1998)
Tai-Cai-Zheng (I)
No. 59391
1999.03 10 100,000 1,000,000 69,767
697,670
Cash
capital
increase

None
(1998)
Tai-Cai-Zheng (I)
No. 94332
1999.08 10 100,000 1,000,000 76,963
769,630
Capitalization
of profits
None (1999)
Tai-Cai-Zheng (I)
No. 62345
2000.08 10 130,000 1,300,000 81,172
811,720
Capitalization
of profits
None (2000)
Tai-Cai-Zheng (I)
No. 60252
2001.08 10 130,000 1,300,000 85,537
855,370
Capitalization
of profits
None (2001)
Tai-Cai-Zheng (I)
No. 154955
2002.08 10 130,000 1,300,000 88,268
882,680
Capitalization
ofprofits
None Tai-Cai-Zheng-Yi-Zi
No. 0910138810
2004.07 10 130,000 1,300,000 90,147
901,474
Capitalization
ofprofits
None Jin-Guan-Zheng-Yi-
Zi No. 0930132625
2008.03 10 130,000 1,300,000 113,047 1,130,474 Share swap
Capital
increase
None Jin-Guan-Zheng-Yi-
Zi No. 0970009449
2012.12 10 130,000 1,300,000 115,733 1,157,338 Shares
converted from
convertible
corporate
bonds

None
Jing-Shou-Shang-Zi
No. 10101250660
2013.03 10 130,000 1,300,000 118,576 1,185,762 Shares
converted from
convertible
corporate
bonds

None
Jing-Shou-Shang-Zi
No. 10201054610
2013.05 10 130,000 1,300,000 121,799 1,217,988 Shares
converted from
convertible
corporate
bonds

None
Jing-Shou-Shang-Zi
No. 10201098230
2013.11 10 130,000 1,300,000 123,743 1,237,426 Shares
converted from
convertible
corporate
bonds

None
Jing-Shou-Shang-Zi
No. 10201235080

135

Unit: Shares

Type of Shares Authorized capital Authorized capital Authorized capital
Outstanding
shares
(Listed stocks)
Unissued
shares
Remarks
Total
Registered ordinary
shares
123,742,552 6,257,448 130,000,000

(II) Shareholder structure

December 31, 2023


Government
agencies
Financial
institutions
Foreign
Shareholder
Other Individual institutions
structure Total
institutions investors and
Quantity
foreigners
Number ofpeople 55 9,068 45 9,168
Number of shares
held
94,632,495 26,805,170 2,304,887 123,742,552
Shareholding
ratio
(%)
76.48 21.66 1.86 100.00

(III) Shareholding distribution

1. Ordinary shares

December 31, 2023

Shareholding range Number of Number of shares Shareholding ratio
(%)
shareholders held
1 to 999 4,103 227,917 0.18
1,000 to 5,000 4,066 7,840,570 6.34
5,001 to 10,000 493 3,909,143 3.16
10,001 to 15,000 162 2,079,076 1.68
15,001 to 20,000 90 1,653,602 1.33
20,001 to 30,000 88 2,210,730 1.79
30,001 to 40,000 47 1,665,854 1.34

136

40,001 to 50,000 25 1,136,006 0.92
50,001 to 100,000 48 3,328,501 2.69
100,001 to 200,000 19 2,416,308 1.95
200,001 to 400,000 13 3,413,931 2.76
400,001 to 600,000 4 1,952,000 1.58
600,001 to 800,000 1 725,000 0.59
800,001 to 1,000,000 0 0 0.00
1,000,000 or more 9 91,183,914 73.69
Total 9,168 123,742,552 100.00

2. Preferred shares: None.

(IV) List of major shareholders

2. Preferred shares: None.
2. Preferred shares: None.
2. Preferred shares: None.
(IV) List of major shareholders
December 31, 2023
Shares
Name of major Number of shares held Shareholding ratio (%)
shareholder
China Steel Corporation 55,393,138 44.76
Hua Eng Wire and Cable
Co.,Ltd.

11,843,730
9.57
Dedicated account under
the
custody
of
Mega
International
Commercial
Bank

China
Ecotek
Corporation




6,927,156
5.59
Great Grandeul Steel Co.,
Ltd.

3,964,000
3.20
CHF Steel Co.,Ltd. 3,610,475 2.92
Bi-Jen Investment Co.,Ltd.
3,005,000
2.43
Chun Yuan Steel Industry
Co.,Ltd.

2,990,772
2.42
Taiwan Sugar Corporation 2,888,844 2.33
C. Hao Corporation 1,588,000 1.28
CSC Solar Corporation 725,000 0.59

(V) Stock price, net worth, earnings, dividends and related information for the past two years

137

Unit: NTD; thousand shares

The current year
Year

2022
2023
up to March 31,
Item
2024
Stock price Highest 47.80 64.80 77.20
Lowest 38.80 42.60 55.00
Average 42.07 52.62 63.48
Net value
per share
Before distribution 28.37 29.59 N/A
After distribution 25.37 26.29 N/A
Earnings
per share
Weighted average
shares
123,743 123,743 123,743
Earningsper share 4.21 4.50 N/A
Dividends
per share
Cash dividends 3.00 3.30 N/A
Stock
dividends
Stock dividend
from retained
earnings
0 0 N/A
Stock dividend
from capital
surplus
0 0 N/A
Cumulative
undistributed
dividends
0 0 N/A
Return on
investment
analysis
Price-earnings ratio 9.99 11.69 N/A
Price-dividend ratio 14.02 15.95 N/A
Cash dividend yield
(%)
7.13 6.27 N/A

Price to earnings ratio = average closing price per share for the year / earnings per share. Price to dividend ratio = average closing price per share for the year / cash dividends. Cash dividend yield = cash dividends per share / average closing price per share for the year.

(VI) Dividend policy and implementation status

1. Dividend policy

The Company's dividend policy is as follows:

The Company is in a high-tech engineering market with stable growth and also develops diverse strategies at the same time. The Company also expands the business operating foundation in the

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development of investment plans, including environmental protection and energy etc. During the establishment of the proposal for distribution of earnings by the board of directors, it is necessary to consider the stability of dividends. Except when there is need for capital, the earnings distributed each year shall account for more than 50% of the distributable earnings, and where the shareholders' cash bonus shall not be less than 10% of the shareholders' bonus.

  1. Dividend distribution to be proposed to the shareholders' meeting

The Board of Directors proposed the 2023 earnings distribution as follows:

Unit: NTD

Summary Amount
Undistributed earnings at the beginning of
2023
Net profit of 2023
Investment adjusted retained earnings under
equity method
Remeasurements of the net defined benefit
recognized in retained earnings
Adjusted undistributed earnings
Legal reserve
Appropriation of special reserve
Distributable earnings
Items for distribution:
Shareholders cash bonus (NT$ 3.3 per
share)
Undistributed earnings as of the end of 2023

$ 547,786,714
556,891,941


3,815,752
(9,685,925)
$ 1,098,808,482
(55,102,177)
(29,603,812)
$ 1,014,102,493

(480,350,422)
$605,752,071

Note: When calculating taxes on undistributed earnings of profit-seeking

139

enterprises according to Article 66-9 of the Income Tax Act, earnings of the most recent year shall be distributed first.

  • (VII) Effect of the proposed stock dividends (to be adopted by the shareholders' meeting) on the Company's business performance and earnings per share:

N/A.

(VIII) Employee bonuses and directors' remuneration

  1. Percentages or ranges of employee bonuses and directors' remuneration under the Articles of Incorporation

  2. Pursuant to Article 32 of the Articles of Incorporation: "If the Company has profit for the year, the Board of Directors shall resolve to allocate no less than 0.1% as employee bonuses and no more than 1% as directors' remuneration. The recipients of employee bonuses include employees of affiliates meeting certain criteria. A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before employee bonuses and directors' remuneration can be allocated according to the above percentage.

  3. Basis for estimating the amount of employee bonuses and directors' remuneration, basis for calculating the number of shares to be distributed as employee bonuses, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated amount, for the current period:

Of the Company's pre-tax profit before distribution of employee bonuses and directors' remuneration, the Company allocates

140

3.3856% and 0.6771% as employee bonuses and directors' remuneration, respectively. If there are changes made to the amount before the issuance of financial statements, the changes shall be adjusted and accounted for as annual expenses. If there are changes made to the amount after the issuance of financial statements, the changes shall be accounted for as changes in accounting estimates and recognized in the financial statements of the following year.

  1. Distribution of remuneration passed by the Board of Directors

  2. (1) Amount of employee bonuses, stock compensation, and directors' remuneration distributed

    • The Board of Directors passed the distribution of NT$4.722 million in directors' remuneration and NT$23.609 million in employee bonuses in cash.
  3. (2) The amount of employee stock compensation distributed as a percentage of net profit after tax on the financial statements and total amount of employee bonuses: None.

  4. (3) Employee bonuses and directors' remuneration are recognized as operating costs or expenses, and after-tax EPS is NT$4.50.

  5. Actual distribution of employee bonuses and directors' remuneration in the previous year (including dividend shares, amount and stock price), discrepancies, if any, from the amount of employee bonuses and directors' remuneration previously recognized, and the reasons and handling of discrepancies:

In 2022, NT$5.226 million in directors' remuneration and NT$26.129 million in employee bonuses to a total of NT$31.355

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million was actually distributed in cash. There was no deviation from the amount originally approved by the Board of Directors for distribution.

(IX) Status of company share buyback: None.

  • II. Issuance of corporate bonds: None.

  • III. Issuance of preferred stocks: None.

  • IV. Issuance of global depositary receipts (GDR): None.

  • V. Exercise of employee stock option plan (ESOP): None.

  • VI. Issuance of restricted stock awards: None.

  • VII. Mergers, acquisitions or issuance of new shares for acquisition of shares of other companies: None.

  • VIII.Implementation status of the capital utilization plan: The Company has completed all securities issuance or offering or has completed the plan within the most recent three years but has not seen significant benefits.

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E. Business overview

I. Business activities

  • (I) Business scope

  • Major business activities

  • (1) Environmental protection projects (water treatment and recycling, air pollution prevention, waste recycling and treatment, incinerator construction).

  • (2) Replacement and upgrade of electromechanical equipment, repair work, and annual maintenance management.

  • (3) Laboratory, biopharmaceuticals, and pharmaceutical plant turnkey projects.

  • (4) Co-generation plant and power plant construction turnkey projects.

  • (5) Solar power system projects.

  • (6) Sales agent services.

  • Revenue breakdown

Unit: NT$ thousand

2022 2023 2023
Year
Operating Operating Revenue
Business Item
revenue revenue breakdown
Environmental protection
projects
1,383,755 1,702,314 17.44%
Electrical and mechanical
engineering projects
4,267,729 4,908,424 50.29%
Recycling plant operation and
electrical/mechanical
maintenance services
3,058,725 2,967,471 30.41%
Other(Note) 133,844 181,117 1.86%
Total 8,844,053 9,759,326 100%
Note: Includes chemical agent,
services.
and construction material, and other sales

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  1. Current products and services:

The Company's main scope of business includes: (1) Environmental protection projects, (2) electrical and mechanical engineering projects, (3) biopharmaceutical factory construction projects, (4) power plant turnkey projects and repair, (5) recycling plant turnkey projects, (6) solar power plant turnkey projects, (7) fire-resistant material turnkey projects, and (8) operation services. The Company also provides complete technical services, such as feasibility research, planning and design, manufacturing, installation, repair, sales, and after-sale services, for the projects above.

  1. New products (services) that will be developed: Expand products available for sale, such as activated carbon air purifiers, corrosion/wear-resistant materials, and LED applications.

  2. (II) Industry Overview

The Company is a general construction company that provides services ranging from environmental protection projects, electrical and mechanical engineering projects, refractory materials, and biotech plant construction, and vertically extend from feasibilities studies, planning and design, equipment procurement and manufacturing, construction and commissioning, to operation and maintenance services for customers.

The general construction industry is between the construction industry, consulting industry, equipment manufacturing industry, software planning and design industry, and related service industries. It forms a comprehensive service value chain with upstream and downstream companies based on customer needs, and planned systematic operating procedures based on the structure of associated industries, providing related engineering technologies and turnkey services, and effectively lowering the risk of outsourcing and construction for customers, while meeting customers' requirements on maintaining quality and risk management.

  1. The relationship between upstream, midstream and downstream

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companies in the industry:

The Company is in the project consulting service industry, upstream are clients that require plant construction and equipment installation. The Company is midstream and has a technology and planning team formed by a professional team with related technical service providers. Downstream are civil engineering, machinery, instrumentation, electrical, and pipeline contractors, forming a complete material and equipment supply, production, and installation and construction system.

  1. Product trends and competition:

  2. (1) Product trends

  3. A. Environmental protection projects

Foreign and domestic governments have attached great importance to net zero emissions and environmental sustainability in recent years, which has supported the positive development of the environmental protection industry as a mainstream industry. The government has taken the lead in environmental conservation, and is actively promoting its green energy and circular economy policy, in hopes of driving investments. The Company monitors industry trends and business opportunities in solar power, energy storage, and water recycling to use them for the Company's business growth.

  • B. Electrical and mechanical engineering projects

Taiwan is a major base for technology and manufacturing and has a high density of large factories. Whether it may be the establishment of new factories, replacement of equipment production lines, or annual equipment maintenance, there is stable demand in the electrical and mechanical engineering market. The Company mainly focuses on the CSC Group's electrical and mechanical maintenance, periodic maintenance, annual maintenance, and overhaul of furnaces, which lay the

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foundation for the Company's stable operation.

  • (2) Competition

The Company makes timely adjustments to its operational strategy along with market changes under the existing industry structure, and actively engages in strategic alliances and joint contracting of engineering projects. Compared with domestic competitors, the Company has a good corporate image, highly experienced professionals, excellent construction technologies, and strict quality control, and has gained recognition and strong support from customers. It is necessary to show the Company's expertise and responsibility to increase business opportunities for winning contracts.

(III) Overview of Technology and R&D

  1. Level of technology of business operations and R&D overview R&D expenses totaled approximately NT$12,115 thousand in 2023. Besides developing proprietary technology in response to market trends, we are also working with the R&D department of China Steel in developing chemical agents for water treatment and energy conservation and environmental protection technologies, which have generated an abundance of research results. Primary research results are as follows:

  2. (1) Research of wastewater treatment technology: With regard to R&D in wastewater treatment, we collaborated with the R&D department of China Steel in developing treatment processes for ammonia nitrogen discharge control and developed the fluidized bed biofilm wastewater biological treatment system process to reduce the ammonia nitrogen concentration in industrial wastewater. We have started commercial operations in the plant at the end of 2023 and the results have been good. We also collaborated with the R&D department of China Steel in developing a high-alkali cleaning agent that can be used to remove oil from the sand filter tank of the cold rolling

146

wastewater plant. The actual operations by China Steel and Dragon Steel after showed significant results and it effectively solves the problem of reduced filtration caused by the presence of high-viscosity rolling oil on the sand surface of the sand filter.

  • (2) Research of carbon reduction technology: In view of the global commitment to the goal of net-zero emissions by 2050, the Company worked with the R&D department of China Steel in the establishment of the first stack exhaust carbon dioxide capture pilot plant, which captures and purifies the carbon dioxide originally released into the atmosphere. The pilot production line has been designed and construction has begun. Trial operations are expected to begin at the end of 2024. It is expected to capture 500 tons of carbon dioxide per year with a purity above 99%. The carbon dioxide can be used for production processes in CSC plants and sold on the market as industrial gas.

  • (3) Air pollution prevention technologies: As air pollution prevention regulations become more rigorous, the Company has developed technology for removing SOx emissions from fixed pollution sources. In addition to the continuous development of wet desulfurization technologies, we will work with the R&D units of China Steel to develop the honeycomb wet scrubber, which significantly reduces SO3 emissions in the sinter plant. The existing panels of the composite honeycomb panel tower and the flue gas desulfurization system are designed for alternating operations. We will provide more diverse process design services in the future. In terms of treating NOx emissions from fixed pollution sources, we will develop and evaluate selective catalyst reduction denitrification systems for the new coke ovens of China Steel. We will also select the most suitable emission reduction solution and SCR ammonia injection system to create ammonia pyrolysis technologies for increasing the

147

viability of use in different settings.

  1. Successfully developed technologies and products

Main customers of chemical agents successfully developed by the Company for water treatment include China Steel and Dragon Steel. Air pollution prevention technologies include dust removal, desulfurization, denitrification, and dioxin removal from flue gas, which can be extensively applied for air pollution prevention in power plants and steel mills.

  • (IV) Long-term and Short-term Business Development Plans

  • Short-term business development plans

  • (1) Business of the CSC Group: China Steel is the largest steel company in Taiwan, and it has massive demand on renewal and maintenance every year. The Company's short-term goal is to continue to obtain renewal, annual maintenance, periodic maintenance, and major overhaul projects within the group.

  • (2) Businesses in Vietnam's market: We are obtaining the waterworks projects, factory repair, and equipment renewal projects through a stable operations and technology team. We are also increasing sales, such as LED lighting equipment, explosion-proof lighting equipment, water purification equipment, and air purifiers.

  • (3) Environmental protection business: Improve air pollution prevention technologies and services. In coordination with the CSC Group's plan to develop the green energy industry, we are actively developing new technologies and expanding into new fields, such as solar power, energy storage, energy conservation, and alternative energy engineering projects.

  • (4) Biotech plant construction: The Company has constructed biotech plants in Taiwan and build a sound reputation for its technologies and track records. We will continue to work to obtain biotech plant construction projects.

  • Long-term business development plans

148

  • (1) Continue operation and maintenance work in existing plants to create stable long-term profits.

  • (2) Continue to expand sales in Vietnam's market.

  • (3) Utilize the existing foundation of the environmental protection business, assess different risks, and expand domestic environmental protection projects.

  • (4) Continue to monitor the biopharmaceuticals industry and actively participate in plant construction projects.

II. Market, production and sales

  • (I) Market analysis

The Company's projects are mainly from the CSC Group, public construction projects, and private construction projects in Taiwan. Vietnam is the Company's main overseas project.

  1. Sales regions of main products (services)

Unit: NT$ thousand

2022 2022 2023 2023
Sales region
Sales amount % Sales amount %
Taiwan 8,504,284 96.16% 9,560,364 97.96%
Vietnam 336,001 3.80% 198,884 2.04%
Others 3,768 0.04% 78 0.00%
Total 8,844,053 100.00% 9,759,326 100.00%

The Company's revenue is mainly generated in Taiwan's market, in which the CSC Group is the Company's main customer and generates stable revenue.

  1. Market share and future market supply/demand and growth

  2. (1) Market share

The Company is in the engineering service consulting industry, which covers an extensive range of engineering categories. Each company specializes in its own field and participates in tenders for different types of projects. There is no

149

unified data available. Hence, comparison of market share with other companies in the industry does not have much meaning. The Company has ranked in the top ten in the engineering technology service industry in the "Top 5000, the largest corporations in Taiwan" in recent years, showing that the Company has secured a place in the engineering industry.

  • (2) Future market supply and demand and future growth

The CSC Group is the Company's main customer, and has added many new projects to install eco-friendly equipment and replace old equipment under the energy conservation and carbon reduction policy. The projects mainly aim to reduce energy consumption and pollution. The Company is actively working on obtaining related projects, and does not have any issues with short-term and mid-term business momentum.

With regard to the domestic engineering industry, we mainly focus on water treatment related public construction projects. However, due to the rising awareness of \sustainable development, energy conservation, and environmental protection, we expect to see gradual growth in the energy safety, green economy, and circular economy markets in the future, which will benefit our mid-term and long-term business strategy.

  1. Competitive niche, favorable and adverse factors for long-term growth and response strategy

(1) Competitive niche

The Company has upheld quality, focused on innovation, and achieved solid project performance since its establishment, thanks to the strong management team, excellent engineering technologies, high quality professionals, and track records in construction, and has thus gained the recognition and trust of clients. In the future, we shall leverage our competitive advantages to develop niche markets, continue stable operations, and ensure profitability.

  • (2) Favorable factors

150

  - A. The rise of the domestic environmental protection awareness and the adoption of industrial transformation and sustainable development concepts are conducive to the expansion of environmental protection projects.

  - B. Has completed a wide range of environmental protection projects and has a wealth of project experience in Taiwan and overseas. The Company is well-known for its good credit and brand image in Taiwan.

  - C. Has numerous system integration technologies, such as: water treatment, desulfurization, denitrification, and biotech facility project validation and verification technologies.
  • (3) Unfavorable factors

    • A. Severe competition and the increase in construction labor and material costs in the domestic market contributed to rising operating costs year after year.

    • B. Due to aging and loss of employees by contractors and suppliers, the Company must prevent delays in construction completion.

  • (4) Response measures

    • A. Improve service quality and efficiency, and set reasonable prices for operation and maintenance contracts.

    • B. Improve the human resources management system and build an international talent cultivation system.

    • C. Continue to search for new contractors and raw materials and equipment suppliers.

  • (II) Major product manufacturing processes

  • Applications of main products

  • (1) Environmental protection projects: Includes water treatment, wastewater treatment, and water recycling projects, solid waste disposal, and air pollution prevention projects.

  • (2) Electrical and mechanical engineering projects: They include various transmission equipment for factories, mechanical equipment production and installation, electrical instrumentation and equipment installation projects, and co-generation plant and

151

power plant projects.

  • (3) Operations and maintenance services: They include incinerator, wastewater treatment, and water treatment plant operation and maintenance, and on-site electrical and mechanical repairs.

  • Production process

  • Market data collection→Feasibility analysis studies→Tender

  • and price quotations→Contract signing→Construction plan and design→Procurement and manufacturing→Construction and commissioning→Completion acceptance inspection→Warranty and after-sale service.

  • (III) State of supply of chief raw materials

The supply of materials varies with each contract. Aside from the materials provided by the client, other materials are purchased from domestic and overseas equipment vendors as needed by the project. Electrical and mechanical materials and equipment mainly include pipelines, valves, power cables, meters, motors, control panels, filters, blowers, water pumps, and various other pumps.

  • (IV) Names of customers who contributed to more than 10% of total purchase (or sales) amount in one of the most recent two years and the corresponding purchase (or sales) amounts and percentages, as well as reasons for their changes (if applicable):

  • Major Suppliers in the Last Two Calendar Years

Unit: NT$ thousand

Amount As a percentage of Relationship
Year Name
(NT$thousand) totalpurchase(%) with the issuer
2022 Others 8,031,190 100% -
Netpurchase 8,031,190 100%
2023 Others 8,786,581 100% -
Netpurchase 8,786,581 100%
2024 up to
the previous
quarter

Information at the end of the quarter before the publication date of the
Annual Report is from 2023. Therefore, the information is the same as the
information above.

Note: The Company does not have any standard products, and procurements are mainly labor expenses and machinery and equipment input. Furthermore, depending on the contract, project periods may span multiple years.

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The Company did not have any suppliers that accounted for 10% or more of the total procurement amount in the past two years. Changes in equipment suppliers and contractors in the past two years were mainly due to the materials, equipment, and construction technology required for projects in each year. The Company's procurement policy is to extensively work with contractors to reduce its dependency on any individual supplier. We evaluate previous projects and professional technology when working with contractors and suppliers, and also evaluate their capacity and current project load. Procurements are carried out through open price inquiry, comparison, and negotiation. Hence, we are able to spread the workload between different contractors and not concentrate the workload on a single contractor.

2. Information on major customers in the past two years

Unit: NT$ thousand

Amount As a percentage Relationship with
Year Name
(NT$thousand) of net sales(%) the issuer
2022 China Steel
Corporation
5,836,308 65.99% Parent company
Dragon Steel
Corporation
1,210,868 13.69% Affiliate
Others 1,796,877 20.32% -
Net sales 8,844,053 100%
2023 China Steel
Corporation
6,084,192 62.34% Parent company
Dragon Steel
Corporation
1,321,037 13.54% Affiliate
Others 2,354,097 24.12% -
Net sales 9,759,326 100%
2024 up to
the previous
quarter

Information at the end of the quarter before the publication date of the
Annual Report is from 2023. Therefore, the information is the same as the
information above.

Note: The Company's sales is mainly from construction contracts, which may span multiple years.

153

The Company has achieved excellent performance and gained a good reputation for stably providing services to companies in the group, such as China Steel and Dragon Steel, which were the customers that accounted for 10% and above of total sales amount in 2022 and 2023. China Steel and Dragon Steel are table customers of the Company and account for approximately 80% of net sales each year.

(V) Output volume and value in the past two years

Unit: NT$ thousand

Year
2022

2022

2022
2023 2023 2023
Output
Volume
Producti
Production Productio Production
Output value
on
Output value
capacity n volume capacity
volume
Construction
item
Environmental
protection
projects

-
- 1,226,994 - - 1,625,064
Electrical and
mechanical
engineering
projects
- - 3,876,496 - - 4,248,610
Operations
and
maintenance
services
- - 2,810,578 - - 2,757,178
Others - - 117,122 - - 155,729
Total - - 8,031,190 - - 8,786,581

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(VI) Sales in the Last Two Calendar Years

Unit: NT$ thousand

Year
2022

2022

2022

2022
2023 2023 2023 2023
Sales volume Domestic sales Exports Domestic sales Exports
and value
Volume Value Volume
Value
Volume Value Volume
Value
Project name
Environmental
protectionprojects

-
1,376,641 - 7,114 - 1,700,532 - 1,782
Electrical and
mechanical
engineering
projects
- 4,010,647 - 257,082 - 4,817,390 - 91,034
Operations and
maintenance
services
- 2,992,607 - 66,118 - 2,907,956 - 59,515
Others - 124,389 - 9,455 - 134,486 - 46,631
Total - 8,504,284 - 339,769 - 9,560,364 - 198,962

The Company's main business items include electrical and mechanical engineering projects, environmental protection projects, repair, and operation and maintenance services, in which electrical and mechanical engineering projects accounts for the highest percentage of revenue at 50.29%. Output value and sales amount in 2023 increased compared to 2022, and was mainly due to the increase in the scale of tender projects.

Generally speaking, the Company is a general engineering service company, and the breakdown of revenue has changed in recent years. However, the changes in output value and sales amount are still within a reasonable range with consideration to the cause of structure changes.

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III. Employees

  • (I) Information on employees of China Ecotek Corporation and its subsidiaries in the past two years and up to the date of report
Year Year End of 2022 End of 2023 As of March 31,2024
Number of employees 1,217 1,314 1,312
Average age 42.71 42.77 42.91
Averageyears of services 12.59 12.35 12.59
Education
background
distribution
(%)
Doctorate 0 0 0
Master's 14.46 14.46 14.48
College 68.69 63.62 63.57

High school
(vocational
high school)
15.86 20.93 20.88
High School
and below
0.99 0.99 1.07
  • (II) Information on employees of China Ecotek Corporation in the past two years and up to the date of report
Year Year End of 2022 End of 2023 As of March 31,2024
Number of employees 1,182 1,277 1,276
Average age 42.72 42.95 42.94
Averageyears of services 12.61 12.44 12.45
Education
background
distribution
(%)
Doctorate 0 0 0
Master's 14.89 14.88 14.89
College 68.44 63.19 63.17

High school
(vocational
high school)
15.82 21.15 21.16
High School
and below
0.85 0.78 0.78

IV. Environmental protection expenditure information

  • (I) Total amount of losses and penalties incurred due to environmental pollution in the most recent year.

The Company and its subsidiaries did not receive any fines due to pollution in 2023 and up to the date of report.

  • (II) Response Measures: None.

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V. Employer/employee relations

  • (I) The implementation status of employee benefit measures, continuing education, training, retirement system, labor-management agreements, and employee rights protection measures:

  • Employee benefits measures and implementation status

The Company's leave system is better than that required by the Labor Standards Act. Besides providing different types of leave in accordance with the law, the Company also provides flexible leave days. Employees enjoy 120 hours of paid ordinary injury and sick leave and 120 hours of half wage ordinary injury and sick leave. When employees need to take a longer period of leave for childcare or due to severe illness or disease, they can apply for unpaid leave and apply for reinstatement after the period expires, in order to meet individual and family care needs. The Company complies with 40-hour work weeks, adjusts holidays in coordination with national holidays, and implements two-day weekends.

The Company established an Employee Welfare Committee according to the Employee Welfare Committee Charter and Employee Welfare Fund Act announced by the Ministry of the Interior. The committee handles employee benefits, irregularly subsidizes employee trips, and provides other benefits, including: year-end gifts, cash gifts during four holidays, cash gift for birthday, group insurance, relief funds, marriage subsidies, childbirth subsidies, scrolls of cloth for weddings or funerals, and club activity subsidies.

2. Diversity and gender equality in workplace

The Company is committed to providing employees with a dignified and safe work environment. We implement employment diversity and fair pay and promotion opportunities to ensure that

157

employees do not suffer discrimination, harassment, or unfair treatment due to their race, gender, religious belief, age, political affiliation, and any other status protected by applicable laws and regulations.

The Company values employee diversity and appoints persons with disabilities and indigenous peoples as employees in accordance with regulations. Due to the nature of engineering companies, female employees are more likely to work in internal administration while male employees are more likely to work on-site or overseas. Therefore, their allowances, subsidies, and project bonuses are higher than those of female employees. The employees in 2023 included 8 indigenous people (accounting for 0.63% of all employees) and 16 persons with disabilities (accounting for 1.25% of all employees). Female employees on average accounted for 14.48% of all employees, and female managers accounted for 9.02% of all managers.

The Company has set up the Compensation Committee to provide employees with competitive remuneration and adopts transparent and equal remuneration policies to reward employees based on our business performance. The Company's employees are all official full-time employees, and we do not employ temporary or part-time employees. For junior specialists in the same position, all hired personnel are provided with the same salary. For personnel with relevant professional and work experience, the salary is determined based on their academic and work experience, expertise, and professional licenses. There are no gender or ethnic-based differences. Both men and women have equal pay for equal work and equal opportunities for promotion. The difference between the average salary of men and women in 2023 was 9.3%; the difference

158

between the median salary of men and women was 8.7%; the difference between the average variable bonuses of men and women was 10.8%; the difference between the median variable bonus of men and women was 14.1%.

  1. Retirement system and implementation status

The Company established the Employee Retirement Regulations in accordance with the Labor Standards Act and Labor Pension Act, and provides stable pension contributions and benefits. The Labor Pension Act was enacted on July 1, 2005, and the Company's employees that were hired before June 30, 2005 and still active on July 1 were given the option of continuing to use the pension provisions in the Labor Standards Act, or the pension system provided in the Labor Pension Act, while retaining their years of service before the Act. Employees hired after July 1, 2005 may only use the pension system of the Labor Pension Act.

Each year we estimate the amount of pension required for employees that will meet the criteria for retirement in the following year in accordance with the law, and make up for any shortfall in the reserve to protect employees' pension rights. Furthermore, the Company also calculates the retirement reserve required through actuary, in order to ensure that we allocate a sufficient amount to protect employees' rights when they apply for their pension in the future:

We allocate a retirement reserve in accordance with the Labor Standards Act, and make pension payments based on their years of service and average salary in the six months before retirement. We also established a Labor Retirement Reserve Supervisory Committee to manage the allocation and payments from the retirement reserve.

159

The Company contributes 6% of employees' monthly salaries to their individual pension account at the Bureau of Labor Insurance according to the Labor Pension Act.

The employee retirement system is in accordance with the Labor Standards Act, in which employees may apply for retirement if they reach the age of 60, or have served for 15 year and above and reach the age of 55, or have served for 25 years and above. Pension payment standards are in accordance with the Labor Standards Act and Labor Pension Act.

  1. Employee education, training, and its implementation

  2. (1) Employees are sent to participate in domestic and overseas water resource forums and management forums to advance the Company's technologies, develop new products, introduce innovative concepts, and improve management technologies every year.

  3. (2) Encouraging the continuing education of employees: Employees are allowed to freely choose external training courses related to their work, and combine their abilities with their interests.

  4. (3) New employee orientation: Includes introduction to corporate culture, organization, information and Internet system, and quality management systems, human resource regulations, labor safety and health, and information security training.

  5. (4) Position specific training: Develops a second expertise based on requirements of employees' position, including employee on-the-job training, department system and operations introduction, job duties description, and professional knowledge sharing. Employees are sent to participate in professional technology training organized by the Bureau of Employment and Vocational Training, colleges, and private training

160

institutions, and receive guidance to obtain professional certifications.

  • (5) Joint competency development: Focuses on employees' common competencies, such as problem analysis and solving techniques, communication techniques, project management, related legal knowledge, team consensus, and service skills training.

  • (6) Supervisor training: Mainly includes performance management, leadership, motivational skills, strategy planning, project management, team development, organization development ability, and compliance.

  • (7) The Company systematically reviews talent and documents based on core competencies, and plans storage, succession, and innovation through knowledge management, in order to maintain the organization's core competitiveness. We accelerate experience sharing through incentives for individuals and groups.

  • (8) The Company considers training and development as an important core, and thus formulated talent cultivation and development strategies. We established the Human Resources Department under the Administration Group, and appointed dedicated personnel to establish human resource development regulations and system, formulate and execute training plans and training budgets, manage talent development and the organization's energy, and plan and implement knowledge management and e-Learning. To train the talents necessary for corporate business development, the Company compiled an "Education and Training Manual" and established "Regulations for On-the-job Training" to establish a training system and training regulations. The Company reviews its business situation

161

each year and organizes training sessions to improve employees' knowledge and skills.

We planned the education and training system and training plans for different positions and levels based on the talent development strategy and concepts. We cultivate internal instructors for professional disciplines to encourage employees to transform tacit knowledge into explicit knowledge, so that it can be shared. A variety of language learning courses are offered by the Company along with language learning subsidies. The talent cultivation system is used to strengthen management skills and professional knowledge and skills. The Company also trains management and professional talents on all levels and encourages employees to improve themselves with studies.

Furthermore, the Company complies with related laws and regulations and actively implements construction safety training plans in business units, improving occupational safety and health training to ensure the safety and health of employees. The Company assign personnel to attend occupational safety training programs such as "occupational safety and health supervisor," "fixed crane operator," and "first aid." To continue to strengthen the public construction quality management and other professional competencies of employees, we also sent personnel to participate in "public construction quality management" and "construction site director" courses. Obtained a total of 906 professional certifications in 2023, total training expenses was NT$2,353,708, average number hours of training per person was 6.9 hours, training courses and implementation status are shown in the table below:

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★ 2023 education and training statistics:

Total number
Item Course Name
Total hours
of people
1 New employee training
(self-training)
48 384
2 Quality management (ISO) 10 266
3 Public construction quality
management
3 205
4 Occupational safety and health
training (including first aid)
476 3,595
5 Management 86 1,077
6 Equipment operation 286 1,768
7 Special operations 106 924
8 Language 1 14
9 Professional seminars or practical
credit courses
5 37.5
Total 1,021 8,270.5
  1. Employee shareholding trust system

We make employees shareholders to increase their engagement and change their perspective to that of a business partner, which improves the harmony between labor and management. We hope to align employees' work performance with company growth, and provide employees with better security after retirement. Hence, we implemented the employee shareholding trust system in December 2006, and allow employees to freely choose set aside up to 12 units of NT$1,000, provided that it does not exceed 10% of their base salary. The Company will allocate 20% of the amount set aside by participants as a bonus, and funds are deposited in a dedicated account at the designated financial institution to purchase and manage the Company's shares.

163

Participants can collect their shares when they withdraw from the trust.

  1. Employee rights protection measures

  2. (1) Employee Code of Conduct or Ethics

The Company's Code of Ethics for Employees regulates employee conduct and ethics. Please see pages 172-174 for articles of the code.

  • (2) Protection measures for work environment and employees' personal safety and implementation status

  • A. Safety and health management measures

    • a. Hazard identification and risk assessment

    • Before commencing projects and works taken on by the Company, hazards to the work item and operation must first be identified and risk assessment must be carried out, so that suitable safety measures can be taken based on the hazards identified and the level of risk; Operational safety procedures can then be established. We conducted a total of 137 audits of high-risk operations at China Steel, Dragon Steel, and work areas outside the Group in coordination with the Company's safety and health policy. We also conducted audits of the methods used for high risk operations according to instructions of the president, so as to improve construction safety. We conducted a total of 135 audits (to be continued next year) in hopes of creating a culture of construction safety through on-site audits that gets employees into the habit of identifying environmental and operational hazards, regardless of the operational environment they are in.

b. Health examination and management

The Company periodically provides employees with general

164

health examinations, and special health examinations to employees in special environments. Employees are divided into groups based on their special health examination results for management in accordance with the law. When examination results are abnormal, data is summarized for the direct supervisor to reference when assigning tasks, and health workers provide personal health instructions. Health examination data is registered in the internal website system for employees to compare their health examination data, understand trends in their health data, and properly manage and control their health on their own. The Company irregularly invites doctors or nutritionists to hold health seminars, which allow employees to understand and actively prevent and treat diseases.

c. Zero disaster movement

The Company promotes zero-disaster safety measures to employees and contractors before work each day based on the core philosophy of disaster prevention. We also verify their health condition and safety equipment at the same time. We specially remind and inform employees of safety measures that need to be taken for high risk operations that day. Before construction safety meetings begin, the chairperson leads all attendees to explain evacuation routes and identification calls, in hopes of showing care for all aspects of construction safety to truly lower the probability of occupational accidents.

The frequency of disabling injuries in 2023 achieved the goal of 0. The number of occupational accidents was 0 accidents involving 0 employees (accounting for 0% of the total number of employees at the end of 2023). The number

165

of fires was 0 accidents involving 0 employees (accounting for 0% of the total number of employees at the end of 2023). The zero-accident target was achieved in both categories.

d. Operating environment monitoring

For confined space operations or work environments with the risk of hypoxia, poisoning, and explosion, we monitor hazardous gases before and during construction to ensure operational safety. At present, the Company monitors carbon dioxide at 11 locations twice a year on its own and in coordination with clients. The locations are as follows:

Monitoring location 4F, 8F, and 9F of Head Office 8F of Pou Chen Building 2F, 3F, and B1 of China Ecotek Office Building in China Steel plant area China Steel plant area IWI office area 1F and 2F of China Steel plant area RMTP office area Refractory office in steelmaking maintenance building in Dragon Steel plant area China Ecotek office in furnace repair plant in Dragon Steel plant area China Ecotek office on 3F of Demi Water Building in Dragon Steel plant area China Ecotek office and central control room in 2F of Public Facility Building in Dragon Steel plant area Office in Operations Building in Chengcing Lake water treatment plant Office in Operations Building in Kinmen water treatment plant

China Ecotek Corporation has committed to complying with regulations and monitoring to protect employees' physical

166

health and safety and health in the workplace.

  • e. Safety and health organization and management

The Company not only established a dedicated "occupational safety and health management unit," but also stations safety and health management personnel to handle safety and health management work. All on-site supervision personnel are responsible for safety and health management activities. To improve employees' safety and health knowledge and abilities, the Company invests a considerable amount of funds and manpower to send employees to receive safety and health training each year, so that they will obtain safety and health certificates.

  • f. Occupational safety and health policy, goals, and plans

The annual targets for occupational safety and health this year was "implement the three targets for industrial safety and ensure labor safety" as we sought to ensure work safety through awareness capacity, effective inspections, and perseverance in review. The implementation of all safety measures is the only way to reduce risks. Every employee must build a mindset of "safety is my responsibility and construction safety is my pride" and adopt them as a second nature. Construction safety management performance is listed in the annual performance evaluation of departments and individuals, and creates China Ecotek's construction safety culture when combined with the management policy of "promoting zero accidents through determination, thoughtfulness, and care in construction safety" and "performance is meaningless if safety cannot be ensured." The departments formulated 10 safety and health action plans and took various management measures, pragmatically

167

implementing self-management mechanisms. The action plans include how departments (1) implement awareness capacity, effective inspections, and perseverance in review with the aim of actively scoring above 90 points in overall performance; (2) reduce labor safety violations by 20%, lower the disabling injury frequency rate (CEC + contractors <0.3), reduce number of traffic accidents resulting in disabling injury by 50%, and inspections by managers at each level.

B. Contractor management system

The Company has many contractors and contractor management is an important part of the safety and health policy.

  • a. Registration of outstanding contractors

Contractors must first submit an application, pass the review, and then be registered to become the Company's contractor.

  • b. Establishment of regulations

The absolute majority of the Company's operations are constructions. The hazards of construction are immediate and apparent, so it is necessary to have a strict management system for the conduct of contractors, and management regulations and rules must be implemented for construction safety. We hope to thus minimize accidents in our overall construction safety performance.

  • c. Clear rewards and punishments

The Company has a strict evaluation system for contractors. Besides frequent inspections and severe penalties for construction safety, we evaluate the construction safety performance of contractors in each area on a monthly basis, and distribute rewards to contractors with outstanding

168

construction safety performance every quarter and six months. Each area also reports and provides a suitable reward for laborers with outstanding construction safety performance each month.

d. Established a contractor safety committee

Besides convening meetings of the collaboration consultative organization each month, contractor safety committee meetings are convened in China Steel and Dragon Steel construction sites. During the meetings, units and individuals

with outstanding construction safety performance are commended, violations and deficiencies are reported and discussed, and participants are informed of safety and health measures and regulations and the client's requirements. Propose construction safety issues for discussion and strengthen safety and health management work.

e. Installation of safety facilities

In order to effectively improve contractors' EHS concepts and reduce accidents, fines imposed on contractors for EHS violations are designated for the purchase of safety and health facilities for use during construction, improving the safety in the operating environment while achieving safety and health management goals.

  • f. Inspection of pension contributions by contractors

We began requiring contractors to provide data on labor pension contributions for inspection starting in May 2019, in order to comply with the law, effectively supervise labor rights, and fulfill our management and corporate social responsibility.

  • C. EHS training

  • a. New employee and current employee training

169

The Company provided education and training to 693 participants, including new employees and current employees, on internal regulations, information system operations, introduction to company operations, quality system interpretation, and construction safety promotion.

b. Construction safety related courses and certifications

We sent personnel to receive training on construction safety, and obtained related certifications, including class 1/2/3/4 occupational safety and health affairs supervisors, occupational safety and health management personnel, supervisor in charge of hypoxia operations, lifting operations personnel, supervisor in charge of scaffolds assembly works, first aid personnel, forklift operator, supervisor in charge of organic solvent operations, 3-ton fixed crane operator, supervisor in charge of dusty operations, supervisor in charge of template bracing works, operator of Category A pressure vessels, personnel in charge of metal sealing, cutting or heating with acetylene sealing devices or gas bundle devices, supervisor in charge of skeleton steel erecting works, operator of high-pressure gas vessels, 3-ton mobile crane operator, supervisor in charge of specified chemical substance operations, operator of specified high-pressure gas equipment, and Grade A boiler operator. There was a total of 104 participants.

  • c. Employees sent to receive on the job training and have completed re-training

There was a total of 764 participants in on-the-job training, including class 1/2/3/4 occupational safety and health affairs supervisors, occupational safety and health management personnel, mobile crane operator, supervisor in charge of

170

hypoxia operations, supervisor in charge of scaffolds assembly works, first aid personnel, forklift operator, 3-ton fixed crane operator, operator of Category A pressure vessels, supervisor in charge of dusty operations, supervisor in charge of organic solvent operations, supervisor in charge of specified chemical substance operations, and personnel in charge of metal sealing, cutting or heating with acetylene sealing devices or gas bundle devices.

Occupational safety education, training and promotion in the past two years:

Year Training
participation
Training hours
2022 510 5,581
2023 693 7,583
  1. Signing of collective bargaining agreements

The Company and the corporate labor union held the first collective bargaining agreement negotiation meeting on November 3, 2017. After nearly three years and a total of 31 negotiation meetings, the two parties finally held the 31st meeting on September 22, 2020. The full text consisting of 75 articles were approved by both parties and finalized.

During the negotiation, the Company's negotiation representatives patiently responded to the questions and opinions raised by the union in the meeting in support of the rights of solidarity, bargaining, and industrial action. They also actively communicated and resolved the issues raised by the union without delay when addressing issues with the corporate union. The union was also willing to provide the management with leeway on issues involving management rights and management affairs, which demonstrates

171

the respect between labor and management for each other. The negotiation of the collective bargaining agreements strengthened labor-management relations, facilitated better communication between the two parties, and clarified the labor conditions.

The agreement was submitted to the 3rd meeting of the 10th-term Board of Directors on September 29, 2020 and was approved. The union held the 2nd extraordinary member congress on October 7, 2020 in accordance with Article 9 of the Labor Union Act and voted for approval. The agreement applies to all members and sponsoring members of corporate union. On October 21, 2020, the Company and the corporate union held the first collective bargaining agreement signing ceremony in the conference room of the China Steel Corporation head office, and received a cash award of NT$200,000 from the Ministry of Labor.

The union has not yet made a request for "exclusion" for the collective bargaining agreement currently implemented. Therefore, it applies to both union and non-union employees. The percentage of the total number of employees covered by the collective bargaining agreement in 2023 was 100%.

  • (II) Losses sustained due to labor disputes in the most recent year and up to the date of report, current and future estimated amount, and response measures:

The Company did not have any labor-management disputes in 2023.

172

China Ecotek Corporation Code of Ethics for Employees

Established on January 19, 2009

I. China Ecotek Corporation established this code to promote a culture of ethical business practices, so that employees will take the initiative when performing duties and satisfy customers through advanced technologies and high quality services.

II. Employees shall exercise caution in commitments and actions, and may not use their relationships or information obtained based on their positions or duties for personal gain or illegal benefits of a third party.

III. Employees may not request, offer or receive any gifts, treats or other benefits provided by interested parties related to their job duties. Gifts, treats or other benefits made based on the social customs shall be reasonable and proper.

IV.

V.

In case employees need to treat guests due to the performance of duties or development of external relationships, such treatment shall be handled based on the principles of etiquette, simple and cost saving, without any extravagance and waste.

When employees are performing their duties, they shall avoid any conflict of interest in cases in which they or their family member is an interested party.

VI. Unless it is necessary for the execution of duties and approved by a senior manager or above, employees shall not accept any treats or other entertainment activities when invited by interested parties related to their job duties.

For treats and entertainment activities invited by personnel having no interests related to their job duties but are considered inappropriate to the job duties, the practitioners shall still refuse

173

such invitations.

  • VII. Employees may not accept any illegal offers and lobbing, and may not make any private promises or provide different treatment to specific individuals or groups.

  • VIII. Employees should avoid borrowing money, inviting or participating in gatherings, or serving as the guarantor of identity or loans.

Supervisors at all levels should strengthen the evaluation of employees' ethics, and shall immediately report and handle any financial abnormalities or unusual circumstances in life.

  • IX. Employees should practice frugality during marriage and funerals, and may not use their position or business relationship to extensively send out invitations. The same applies to when employees buy a new house or move.

  • X. Employees are strictly prohibited from using connections for lobbing to gain a promotion or transfer.

  • XI. Employees must use proper channels and provide evidence when reporting illegal conduct, and may make anonymous reports or false reports for others to punished.

  • XII. Employees are required to uphold their confidentiality obligations for business secrets, trade secrets, and other personal privacy information during their employment. The same shall apply after separation.

  • XIII. Employees shall be diligent and steadfast, bravely take on responsibility, and abide by duty and leave regulations. Employees may not leave their posts without permission or neglect their duties.

  • XIV. Employees shall do their duties and respect administrative ethics. Supervisors shall provide guidance, care, and training for their subordinates. Subordinates shall respect, obey, and support their

174

supervisors, and honestly express their opinions for their supervisors to take into consideration. Colleagues shall work harmoniously together.

XV. Employees shall show their team spirit, put China Ecotek Corporation's overall long-term interests first, strengthen horizontal contact, deepen vertical communication, help each other, and eliminate selfish departmentalism.

XVI. Business dealings of China Ecotek Corporation shall be based on the spirit of practicality, and unless it is necessary for cultural customs and festivals, an exchange of gifts shall be avoided.

XVII. Employees may be rewarded for compliance with this code and exceptionally outstanding performance. If an employee is verified to have violated this code, the employee will be punished according to the severity of the violation, and will be brought to justice if the violation involves criminal liability.

XVIII. This Code shall take effect after being approved and announced by the president, and the same shall apply to any future amendment.

Human Resources Management Rules

Article 11 The Company and its subsidiaries may not hire the chairperson, president, and vice presidents' (or managerial officers with the same or similar authority) spouse or relative within the second degree of kinship.

The Company, subsidiary, and second-tier subsidiaries may not hire the spouse or relative within the second degree of kinship of a subsidiary's chairperson, president, and vice presidents (or managerial officers with the same or similar authority).

175

VI. Information security management

  • (I) Information security management strategy and framework

  • Structure of the information security risk management organization

The Company introduced the ISO 27001 information security management system in 2023 to effectively promote information security management and implement information security policies. It passed the verification of the British Standards Institute (BSI) Taiwan Branch on November 7, 2023, and we implement continuous improvement and enhanced information security management and response through Plan-Do-Check-Act (PDCA) cycle. To ensure the establishment and implementation of information security management and information security policies, we have established the "Information Security Team", with the Vice President of Administration Dept. as the convener. The Team is responsible for reviews of information security management matters and results, internal and external audit, and resource allocation. The Team is responsible for the establishment, implementation, and review of the information security policy, resource allocation, reporting of incidents, response measures, and discussions. The Internal Audit Office periodically audits information security affairs and reports it to the Audit Committee. Implementation results are reported to the Board of Directors at least once a year.

176

Organizational structure of the information security team

==> picture [324 x 177] intentionally omitted <==

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

Convener
Vice President of Administration Department
Deputy Convener
Assistant Vice President of Administration Dept.
Management Representative
Director, Human Resources Department
Information Security
Network System Group Application System Group
Incident Response Group
----- End of picture text -----

2. Information security policy

  • (1) Targets

  • A. Ensure the confidentiality, integrity, and availability of information related to the Company's business operations, protect information security, and ensure the stability and reliability of the system.

  • B. Comply with national laws and regulations to achieve the goal of continuous business operations.

  • (2) Strategy

  • A. Establish the management framework for data files, physical environment, software/hardware, personnel (including contractors), and procedures, and comply with the Company's information security policy.

  • B. Establish the Information Security Team and the division of responsibilities to implement of information security management.

  • C. Comply with information security management regulations such as the Regulations Governing Establishment of Internal

177

Control Systems by Public Companies.

  • D. Set information security event monitoring, reporting, and response mechanisms, ensure rapid and proper response, control, and handling of the events, and reduce the scope of impact.

  • E. Periodically conduct internal and external information security audits and prepare reports, in order to ensure that the effectiveness and continuous improvement of the information security management system.

  • F. Enhance the training of information security management personnel to enhance the Company's information security management capabilities.

  • G. Raise employees' information security awareness, and reduce information security events caused by internal human factors.

3. Specific management plans

Item Specific managementplans
Internet security risks  Set up network firewalls for the control and
management of connections
 Activate the intrusion prevention system (IPS) and
protection
for
distributed
denial-of-service
(DDoS) attacks
 Activate web reputation services for screening and
application connection controls
 User authentication and control of Internet access
 Use VPN connection and activate multi-factor
authentication
 Email threat filtering and scanning
 Regular network securityexaminations
Device security risks  Install endpoint computer information security
software and adopt centralized management
 Retain endpoint computer operation logs and USB
storage device management

178

Item Specific managementplans
 Equipment connection control
 Regular update and replacement of computer
equipment
 Periodically take inventory of software and
hardware assets.
 Information
security
incident
detection,
monitoring,and response
Application
security
risks.

 Regular
vulnerability
scans
for
critical
information systems accessible by external parties
 Activate application firewalls for protection
 System connection and access authorization
control
 Periodically
review
user
accounts
and
authorization.
Data security risks  Periodically backup and remote backup of data
 Periodic disaster recovery drills.
 Compliance with the "Confidential Information
Protection
Guidelines"
and
"Trade
Secret
Management Regulations"
 Access authorization control and regular reviews
Awareness campaigns
and reviews

 Regular internal and external information security
audits each year
 Hold regular information security management
meetings
to
enhance
information
security
awareness and discuss improvement measures
 Organize information security training programs
and increase employees' information security
awareness
 Periodically conduct e-mail social engineering
drills each year
 Periodically participate in the group's information
security joint defense meeting

179

  1. Resources invested in information security management

  2. (1) The 2023 annual information security management review meeting was held on September 23, 2023 to report the implementation status of ISO 27001 implementation and review and improvement results to the convener of the information security strategy team.

  3. (2) Information security management meetings are held regularly with the participation of members of the information security strategy team to communicate information security policies and discuss information security improvement measures. A total of 12 meetings was held in 2023.

  4. (3) The Company obtained international certification for the ISO 27001 information security management system on November 7, 2023, and the certificate is valid until October 31, 2025.

  5. (II) Total amount of losses and penalties incurred due to major information security incidents in the most recent year and up to the date of report:

  6. The Company and its subsidiaries did not receive any fines due to material information security incidents in 2023 and up to the date of report.

180

VII. Important contracts

  • (I) Supply/sales contracts, technical cooperation contracts, construction contracts, long-term loan contracts, and other important contracts that are sufficient to affect shareholders' equity that are still valid as of the

date of report or expired in the most recent year:

Nature of the Commencement Restrictive

The Parties
Main Content
Contract date/expiration date clauses
Construction
contracts
Acepodia 2023.01~2023.10 Acepodia Nangang Biotechnology
Research Park GMP Laboratory
Construction Project
None
Polyplastics
Taiwan
2022.04~2024.04 Polyplastics Taiwan Liquid Crystal
Polymer (LCP) Plant Construction
Project
None

Taiwan Water
Corporation
2022.02~2025.02 Outsourced operation and
maintenance of Chengcing Lake
water treatmentplant
None
EirGenix 2022.01~2023.12 Construction of production line on 5F
of EirGenix Zhubei Plant

None
Adimmunue
Corporation
2021.09~2024.03 Adimmunue Corporation Influenza
Vaccine Bulk Improvement &
Overall Hardware Improvement
Project
None
Taiwan Water
Corporation
2021.07~2023.10 Caotun water treatment plant
constructionprojection
None
Dragon Steel 2023.06~2025.12 Water recycling plant construction None
China Steel 2023.03~2024.08 Flue gas carbon dioxide capture pilot
project for No. 3 blast furnace
None
China Steel 2023.03~2024.12 Civil structure engineering for No.5
coke screeningstation
None
China Steel 2023.04~2025.04 Resource recycling site operation for
client(2023.4.21~2025.4.20)
None
Dragon Steel 2023.04~2025.04 Water Treatment Plant Operations
Management in 2023
None
CSC Solar
Corporation
2023.05~2026.05 CSC Group Solar PV Construction
Project - Phase VII
None
China Steel 2023.07~2024.06 W51 Energy Storage System Phase
III Construction Project
None
China Steel 2023.07~2025.03 W22 No. 3 Sinter Plant Electrostatic
Precipitator Area A Renovation
Project
None
China Steel 2023.08~2024.10 Additional Desulfurization System None

181

Nature of the Commencement Restrictive

The Parties
Main Content
Contract date/expiration date clauses
Installation Project for the No. 11
Boiler of the Power Plant
Dragon Steel 2023.11~2025.12 1BFR1 North Water Quenching
Equipment Area 3400 Machinery
None
China Steel 2023.11~2026.12 Large Pipeline and Steel Structure
Fabrication Project
None
China Steel 2023.12~2025.10 W53 Update of the Phase I Ozone
Equipment Turnkey Project for the
Biochemical Wastewater Plant
None
Dragon Steel 2024.01~2025.07 Major Overhaul of No. 1 Blast
Furnace First Furnace Area 6000
Production and AssemblyProject
None
Dragon Steel 2025.03~2025.07 1BFR1 Blast Furnace Lining Carbon
Brick Renewal Project - Material
Procurement
None
China Steel 2022.12~2025.08 Advanced Large Pipe Structure
Fabrication Project
None
China Steel 2022.10~2026.03 Power Plant 1 TG-9/10 Expansion
Miscellaneous Procurement and
Whole-site Fabrication Project
None
China Steel 2022.09~2023.05 W2 Phase I and II CDQ Public
Pipeline Steel Frame Structure
Project
None
China Steel 2022.05~2025.08 Casting and Reversing Machine Steel
Structure Fabrication Project
None
China Steel 2022.05~2024.05 Power Plant 1 TG-9 Expansion
Public Utility Liquid Pipeline Laying
Project
None
Dragon Steel 2022.05~2024.05 Refractory Furnace Lining Repair
Project R01 Contract(Materials)
None
Dragon Steel 2022.05~2024.05 Refractory Furnace Lining Repair
Project R01 Contract(Construction)
None
China Steel 2022.05~2024.12 Project for the Replacement of Phase
I and II Coke Oven
None
China Steel 2022.04~2024.09 W21 New Phase I and Phase II Coke
Oven Pushing Emissions Control
System(PECS)
None
CSC Solar
Corporation
2022.04~2024.12 CSC Group Solar PV System
Construction Project 2022-2023
None
China Steel 2022.04~2024.04 Operations for Solid and
Miscellaneous Material Pre-treatment

None

182

Nature of the Commencement Restrictive

The Parties
Main Content
Contract date/expiration date clauses
Plant
China Steel 2022.04~2023.12 Pilot Project for New Phase I and II
Coke Oven
None
China Steel 2022.01~2023.10 Phase I and II Coke Oven Coal
Chemical Plant Cooling Tower
Construction Project
None
China Steel 2021.12~2024.05 New Phase I and Phase II Coal
Production Equipment Supply
None
China Steel 2021.12~2024.04 W21 Phase I and Phase II Coke Oven
Renewal - CDQ Project (Civil
EngineeringProject)
None
China Steel 2021.12~2023.12 Phase I and II Coke Oven Coal
Chemical Plant Civil Engineering
Project
None
China Steel 2021.11~2024.08 W21 Phase I and Phase II CDQ Dust
Collection System TurnkeyProject
None
China Steel 2021.11~2024.06 W1 Coke Transportation and
Treatment System Equipment Supply
None
China Steel 2021.11~2024.06 Coke Transportation and Treatment
System Installation Project
None
China Steel 2021.11~2023.12 Phase II transportation process
installation project for new coal mine
closed structure
None
China Steel 2021.11~2023.11 Equipment Supply for the W1 New
Coal Mine Closed Structure
Transportation Process Reingineering
Phase II Project
None
China Steel 2021.10~2023.12 CDQ Electrical Building Civil
EngineeringProject
None
China Steel 2021.09~2024.05 New Phase I and Phase II Coal
Production Equipment Installation
Project
None
China Steel 2021.07~2025.06 W21 Phase I and Phase II CDQ
Cooling Water System and Auxiliary
Equipment Production and
Installation Project
None

183

F. Financial overview

  • I. Condensed statement of financial position and statements of comprehensive income in the last five years

  • (I) Condensed statement of financial position and statement of comprehensive income

  • Condensed statement of financial position (consolidated) – International Financial Reporting Standards (IFRSs)

Unit: NT$ thousand

Year Year Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1)
Item 2023
2019 2020 2021 2022
(Note 2)
Current assets 4,687,053
5,160,119

4,748,877

4,809,100

4,305,298
Property, plant and
equipment
143,188
138,084

636,124

310,550

595,681
Intangible assets 6,264
4,479

3,956

8,559

11,356
Other assets (Note 2) 845
9,511

47

446

1,609
Total assets 6,167,995
6,724,372

6,863,041

6,966,460

6,844,026
Current
liabilities
Before
distribution

2,771,024

3,294,741

3,221,457

3,140,849

2,873,629
After
distribution

2,919,515

3,461,794

3,543,188

3,512,077

3,281,979
Non-current liabilities 431,792
469,375

411,616

314,572

309,249
Total
liabilities
Before
distribution

3,202,816

3,764,116

3,633,073

3,455,421

3,182,878
After
distribution

3,351,307

3,931,169

3,954,804

3,826,649

3,591,228
Equity attributed to
the owners of the
parent company
2,965,179
2,960,256

3,229,968

3,511,039

3,661,148
Share capital 1,237,426
1,237,426

1,237,426

1,237,426

1,237,426
Capital surplus 628,374
628,374

628,374

628,374

628,629
Retained
earnings
Before
distribution

1,168,034

1,190,267

1,420,807

1,644,903

1,824,697
After
distribution

1,019,543

1,023,214

1,099,076

1,273,675

1,416,347
Other equity (68,655)
(95,811)

(56,639)

336

(29,604)
Treasury shares 0
0

0

0

0
Non-controlling
interest
0
0

0

0

0
Total
equity
Before
distribution

2,965,179

2,960,256

3,229,968

3,511,039

3,661,148
After
distribution

2,816,688

2,793,203

2,908,237

3,139,811

3,252,798

Note 1: Financial information from 2019 to 2023 was audited by CPA. As the Company's annual report was published on March 31, 2024, the most

184

recent financial information audited or reviewed by CPA is the financial information at the end of 2023.

  • Note 2: The amounts after distribution in 2023 were calculated based on the distribution resolved by the Board of Directors, while the distribution of profits is subject to the approval of Shareholders' Meeting.

185

  1. Condensed statement of comprehensive income (consolidated) – International Financial Reporting Standards (IFRSs)

Unit: NT$ thousand

(only EPS is in NT$)

Year Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1)
Item 2019 2020 2021 2022 2023
Operating revenue 9,315,910
8,836,360

8,484,613

8,844,053

9,759,326
Gross profit 510,725
503,964

706,961

812,742

974,118
Operating profit
and loss
32,480
64,724

242,305

332,633

464,956
Non-operating
income and
expenses
131,092
174,736

240,534

279,269

220,904
Pre-tax profit 163,572
239,460

482,839

611,902

685,860
Net income from
continuing
operations
126,858
197,435

403,880

520,519

556,892
Losses from
discontinued
operations
0
0

0

0

0
Current period net
profit
126,858
197,435

403,880

520,519

556,892
Other consolidated
income of the term
(net value after tax)
(23,379)
(53,867)

32,885

83,911

(35,810)
Total
comprehensive
income for the
period
103,479
143,568

436,765

604,430

521,082
Net profit
attributable to
owners of the
parent company
126,858
197,435

403,880

520,519

556,892
Net profit
attributable to non-
controlling interest
0
0

0

0

0
Total
comprehensive
income (loss)
attributable to
owners of the
parent
103,479
143,568

436,765

604,430

521,082
Total
comprehensive
income attributed to
non-controlling
interest

0

0

0

0

0
Earningsper share 1.03
1.60

3.26

4.21

4.50

Note 1: Financial information from 2019 to 2023 was audited by CPA. As the Company's annual report was published on March 31, 2024, the most

186

recent financial information audited or reviewed by CPA is the financial information at the end of 2023.

187

3. Condensed statement of financial position (individual) – International Financial Reporting Standards (IFRSs)

Unit: NT$ thousand

Year Year
Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)
Item 2019 2020 2021 2022 2023(Note2)
Current assets 3,429,676
4,071,418

3,627,521

3,766,129
3,481,431
Property, plant and
equipment
142,854
138,084

636,124

310,550

591,372
Intangible assets 6,264
4,479
3,956 8,206 11,138
Other assets 845
9,511

47

445

1,609
Totalassets 5,984,872
6,621,879
6,753,779 6,854,957 6,781,123
Current
liabilities
Before
distribution

2,588,783

3,192,719

3,114,516

3,030,291

2,821,799
After
distribution

2,737,274

3,359,772

3,436,247

3,401,519

3,230,149
Non-current liabilities 430,910
468,904

409,295

313,627

298,176
Total
liabilities
Before
distribution

3,019,693

3,661,623

3,523,811

3,343,918

3,119,975
After
distribution

3,168,184

3,828,676

3,845,542

3,715,146

3,528,325
Equity attributed to
the owners of the
parent company
2,965,179
2,960,256

3,229,968

3,511,039

3,661,148
Share capital 1,237,426 1,237,426 1,237,426 1,237,426 1,237,426
Capitalsurplus 628,374
628,374

628,374

628,374

628,629
Retained
earnings
Before
distribution

1,168,034

1,190,267

1,420,807

1,644,903

1,824,697
After
distribution

1,019,543

1,023,214

1,099,076

1,273,675

1,416,347
Otherequity (68,655) (95,811) (56,639) 336 (29,604)
Treasury shares 0 0 0 0 0
Non-controlling
interest
0
0

0

0

0
Total
equity
Before
distribution

2,965,179

2,960,256

3,229,968

3,511,039

3,661,148
After
distribution

2,816,688

2,793,203

2,908,237

3,139,811

3,252,798

Note 1: Financial information from 2019 to 2023 was audited by CPA. As the Company's annual report was published on March 31, 2024, the most recent financial information audited or reviewed by CPA is the financial information at the end of 2023.

Note 2: The amounts after distribution in 2023 were calculated based on the distribution resolved by the Board of Directors, while the distribution of profits is subject to the approval of Shareholders' Meeting.

188

  1. Condensed statement of comprehensive income (individual) – International Financial Reporting Standards (IFRSs)

Unit: NT$ thousand (only EPS is in NT$)

Year Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1) Financial statements for the past five years (Note 1)
Item 2019 2020 2021 2022 2023
Operating revenue 8,127,997 8,627,332 8,371,228 8,526,056 9,608,841
Gross profit 590,307 461,740 681,933 787,539 955,915
Operating profit and
loss
149,653 44,385 238,999 331,280 478,897
Non-operating
income and
expenses
(2,042) 180,847 226,844 270,894 190,121
Pre-tax profit 147,611 225,232 465,843 602,174 669,018
Net income from
continuing
operations
126,858 197,435 403,880 520,519 556,892
Losses from
discontinued
operations
0 0 0 0 0
Current period net
profit
126,858 197,435 403,880 520,519 556,892
Other consolidated
income of the term
(net value after tax)
(23,379)
(53,867)

32,885
83,911 (35,810)
Total comprehensive
income for the
period
103,479 143,568 436,765 604,430 521,082
Net profit
attributable to
owners of the parent
company
126,858 197,435 403,880 520,519 556,892
Net profit
attributable to non-
controlling interest
0 0 0 0 0
Total comprehensive
income (loss)
attributable to
owners of the parent
103,479 143,568 436,765 604,430 521,082
Total comprehensive
income attributed to
non-controlling
interest
0 0 0 0 0
Earningsper share 1.03 1.60 3.26 4.21 4.50

Note 1: Financial information from 2019 to 2023 was audited by CPA. As the Company's annual report was published on March 31, 2024, the most recent financial information audited or reviewed by CPA is the financial information at the end of 2023.

189

(II) Name of CPAs and audit opinions in the last five years

Corporation
Year Certifying CPA
Audit
Notes
opinion
2019 Deloitte Taiwan
Liu Yu-Hsiang, CPA
Hsu Jui-Hsuan, CPA
Unqualified
opinion
(Note 1)
CPAs Liu Yu-Hsiang
and Hsu Jui-Hsuan of
the firm were
appointed.
2020 Deloitte Taiwan
Liu Yu-Hsiang, CPA
Hsu Jui-Hsuan, CPA
Unqualified
opinion
CPAs Liu Yu-Hsiang
and Hsu Jui-Hsuan of
the firm were
appointed.
2021 Deloitte Taiwan
Liu Yu-Hsiang, CPA
Wang Chao-Chun, CPA
Unqualified
opinion
CPAs Yu-Hsiang Liu
and Chao-Chun Wang
of the firm were
appointed due to
internal rotations of
Deloitte Taiwan.
2022 Deloitte Taiwan
Liu Yu-Hsiang, CPA
Wang Chao-Chun, CPA
Unqualified
opinion
CPAs Liu Yu-Hsiang
and Chao-Chun Wang
of the firm were
appointed.
2023 Deloitte Taiwan
Li-Yuan Kuo, CPA
Wang Chao-Chun, CPA
Unqualified
opinion
CPAs Li-Yuan Kuo
and Chao-Chun Wang
of the firm were
appointed due to
internal rotations of
Deloitte Taiwan.

Note 1: Since 2019, China Ecotek Corporation and subsidiaries have started the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (hereinafter referred to collectively as the "IFRSs") endorsed and issued into effect by the FSC in 2019. The CPAs have not revised the audit opinion due to such matter.

190

II. Financial analysis of the last five years

  • (I) Financial Analysis (Consolidated) – International Financial Reporting

Standards (IFRSs)

Year Year
Financial analysis of the last fiveyears(Note 1)

Financial analysis of the last fiveyears(Note 1)

Financial analysis of the last fiveyears(Note 1)

Financial analysis of the last fiveyears(Note 1)

Financial analysis of the last fiveyears(Note 1)
Analysis item(Note 2) 2019 2020 2021 2022 2023
Financial
structure
(%)
Debt ratio 51.93 55.98 52.94 49.60 46.51
Ratio of long-term fund to
property, plant and equipment
2,070.83 2,143.81 507.76 1,130.59 614.62
Liquidity
(%)
Current ratio 169.15 156.62 147.41 153.11 149.82
Quick ratio 106.74 104.27 78.75 100.05 77.99
Interestprotection multiples 32.31 135.00 316.99 751.80 507.54
Operating
ability
Receivables turnover(times) 5.49 7.14 8.93 10.38 12.6
Average collectionperiod 66 51 41 35 29
Inventoryturnover(times) 0.35 0.33 0.31 0.33 0.4
Payables turnover(times) 9.97 10.20 9.29 11.19 11.30
Average inventoryturnover days 1,043 1,106 1,177 1,106 913
Property, plant and equipment
turnover(times)

65.06
63.99 13.34 28.48 16.38
Total assets turnover(times) 1.51 1.31 1.24 1.27 1.43
Profitability Return on assets(%) 1.84 3.08 5.96 7.54 8.08
Return on equity (%) 4.25 6.66 13.05 15.44 15.53

Pre-tax profit to paid-in capital
ratio(%)

13.22
19.35 39.02 49.45 55.43
Netprofit margin(%) 1.36 2.23 4.76 5.89 5.71
Earningsper share(NT$) 1.03 1.60 3.26 4.21 4.50
Cash flows Cash flow ratio(%) 35.52 39.26 7.35 (0.55) (14.70)

Cash flow adequacyratio(%)
(4.50) 81.12 132.94 131.38 168.13
Cash reinvestment ratio(%) 25.14 33.57 1.91 (9.80) (22.87)
Leverage Operatingleverage 16.35 8.01 2.97 2.44 2.09
Financial leverage 1.19 1.03 1.01 1.00 1.00
Please explain reasons for changes in financial ratios in the last two years. (analysis not required if
the change does not reach 20%)
1. Ratio of long-term fund to property, plant and equipment and property, plant and equipment
turnover (times): Mainly due to the increase in net amount of property, plant and equipment
compared with the same period last year.
2. Quick ratio and cash flow adequacy ratio: Mainly due to the increase in contract assets-current
this year, which resulted in an increase in inventory compared with the same period last year.
3. Interest protection multiples: Mainly due to the increase in interest expenses this year compared
with the same period last year.
4. Receivables turnover (times): Mainly due to the increase in average net sales compared with the
same period last year.
5. Inventory turnover (times): Mainly due to the increase in cost of sales this year compared to the
same period last year.
6. Cash flow ratio and cash reinvestment ratio: Mainly due to the decrease in net cash inflow from
operating activities this year resulting from the investment in construction projects and
requesting payment from clients.
  • Note 1: Note 1: Financial information from 2019 to 2023 was audited by CPA. As the Company's annual report was published on March 31, 2024, the most recent financial information audited or reviewed by CPA is the financial information at the end of 2023..

191

Note 2: The following formulas should be included at the end of this table:

  1. Financial structure

  2. (1) Debt Ratio = Total Liabilities / Total Assets.

  3. (2) Long-term fund to property, plant and equipment ratio = (total equity + non-current liabilities) / net amount of real estate properties, plants and equipment.

  4. Solvency

  5. (1) Current ratio = Current assets / Current liabilities.

  6. (2) Quick ratio = (current assets - inventory - prepaid expense) / current liabilities.

  7. (3) Time interest earned = net income before income tax and interest expense / current interest expense.

  8. Operating ability

  9. (1) Receivables (including accounts receivable and notes receivable arising from operation) turnover ratio = net sales / average receivables (including accounts receivable and notes receivable arising from operation) balances.

  10. (2) Average collection days = 365 / Receivable turnover.

  11. (3) Inventory turnover ratio = Cost of goods sold / Average amount of inventory.

  12. (4) Payables (including accounts payable arising from operation notes payable) turnover ratio = cost of goods sold / average payables (including accounts payable arising from operation notes payable) balances.

  13. (5) Average inventory turnover days = 365 / Average inventory turnover.

  14. (6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment.

  15. (7) Total assets turnover ratio = Net sales / Total average fixed assets.

  16. Profitability

  17. (1) Return on assets = [net income + interest expense (1– tax rate)] / average total assets.

  18. (2) Return on equity = Net income / Average equity.

  19. (3) Net profit margin = Net income / Net sales.

  20. (4) EPS = (income belonging to owner of parent company - stock dividend of preferred stocks)/weighted average number of issued shares. (Note 4)

  21. Cash flows

  22. (1) Cash flow ratio = new cash flows from operating activities / current liabilities.

  23. (2) Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years.

  24. (3) Cash reinvestment ratio = (net cash flows from operating activities –cash dividend) / (gross margin of property, plant and equipment + long-term investments + other noncurrent assets + working capital). (Note 5)

  25. Leverage:

  26. (1) Operating leverage = (net operating income – variable operating cost and expenses) / operating income (Note 6).

  27. (2) Financial leverage = operating profit/(operating profit - interest expense).

  28. Note 3: Pay attention to the following matters when using the formula above for calculating EPS:

  29. Based on the weighted average number of ordinary shares and not the number of outstanding shares at the end of the year.

  30. The period of shares from cash capital increase or treasury stock must be taken into consideration when calculating the weighted average number of shares.

  31. When calculating EPS in previous years or half years after capital increase by earnings or capital surplus, adjustments must be made according to the ratio of capital increase and the duration does not need to be considered.

  32. If preferred stock is non-convertible cumulative preferred stock, the dividends (regardless of whether it is distributed) shall be deducted from after-tax net income or added to aftertax net loss. If the preferred stock is non-cumulative and there is after-tax net income,

192

dividends on preferred stock shall be deducted from after-tax net profit. In case of a loss, then no adjustment is necessary.

  • Note 4: Pay attention to the following matters during cash flow analysis:

  • Net cash flows from operating activities refers to the net cash flows from operating activities in the cash flow statement.

  • Capital expenditure refers to the cash outflows from capital investments each year.

  • Inventory increase is only calculated when the amount at the end of the period is greater than the beginning of the period, and is calculated at zero if inventory decreases at the end of the year.

  • Cash dividends include cash dividends on ordinary shares and preferred shares.

  • Gross profit for property, plant, and equipment shall refer to the total amount for property, plant, and equipment before accumulated depreciation is deducted.

  • Note 5: Issuers must divide operating costs and operating expenses into fixed and variable based on their properties. If it involves estimates or subjective judgment, make sure it is reasonable and consistent.

  • Note 6: For company shares with no face value or with face value per share not equaling NT$10, the aforementioned calculation for paid-in capital ratio should be changed to calculation for the equity ratio attributable to owners of parent in the balance sheet instead.

193

(II) Financial Analysis (Individual) – International Financial Reporting Standards (IFRSs)

Year Year Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years Financial analysis of the last five years
Analysis item 2019 2020 2021 2022 2023
Financial
structure
(%)
Debt ratio 50.46 55.30 52.18 48.78 46.01
Ratio of long-term fund
to property, plant and
equipment
2,075.67 2,143.81 507.76 1,130.59 619.09
Liquidity
(%)
Current ratio 132.48 127.52 116.47 124.28 123.38
Quick ratio 96.27 101.89 76.09 92.52 74.34
Interest protection
multiples
29.46 128.54 308.69 756.55 602.09
Operating
ability
Receivables turnover
(times)
5.48 7.57 9 11.27 14.23
Average collection
period
67 48 41 32 26
Inventory turnover
(times)
0.42 0.43 0.39 0.40 0.47
Payables turnover
(times)
9.49 10.92 9.90 11.78 11.70
Average inventory
turnover days
869 849 936 913 777
Property, plant and
equipment turnover
(times)
56.90 62.48 13.16 27.45 16.25
Total assets turnover
(times)
1.36 1.30 1.24 1.24 1.42
Profitability Return on assets (%) 1.92 3.15 6.06 7.66 8.18
Return on equity (%) 4.25 6.66 13.05 15.44 15.53
Pre-tax profit to paid-in
capital ratio (%)
11.93 18.20 37.65 48.66 54.07
Net profit margin (%) 1.56 2.29 4.82 6.11 5.80
Earnings per share
(NT$)
1.03 1.60 3.26 4.21 4.50
Cash flows Cash flow ratio (%) 24.39 32.73 6.61 6.00 (18.49)

Cash flow adequacy
ratio (%)
(2.44)
50.91
146.58 114.40 124.06
Cash reinvestment ratio
(%)
14.66 26.26 1.06 (3.94)
(24.05)
Leverage Operating leverage 4.08 10.73 2.91 2.38 1.99
Financial leverage 1.04 1.04 1.01 1.00 1.00
Please explain reasons for changes in financial ratios in the last two years. (analysis not required if
the change does not reach 20%)
1. Ratio of long-term fund to property, plant and equipment and property, plant and equipment
turnover (times): Mainly due to the increase in net amount of property, plant and equipment
compared with the same period last year.
2. Interest protection multiples: Mainly due to the increase in interest expenses this year compared
with the same period last year.
3. Receivables turnover ratio (times), average collection period: Mainly due to the increase in
average net sales compared with the same period last year.
4. Cash flow ratio and cash reinvestment ratio: Mainly due to the decrease in net cash inflow from
operating activities this year resulting from the investment in construction projects and
requesting payment from clients.

194

III. Audit Committee's audit report in the most recent year China Ecotek Corporation Audit Committee's Audit Report

The 2023 financial statements audited by Deloitte Taiwan, earnings distribution proposal, and business report prepared by the Board of Directors were audited by the Audit Committee and found to be compliant with regulations. The Audit Report is therefore provided in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Please review and approve

To

The Company's 2024 Annual General Meeting

China Ecotek Corporation

Audit Committee Convener:

==> picture [100 x 37] intentionally omitted <==

_____ Po-Han Wang February 27, 2024

195

  • IV. Consolidated financial statements for the most recent year: See pages 214-320 for details.

  • V. Financial statements for the most recent year: See pages 321442 for details.

  • VI. The impact of the financial difficulties of the Company and affiliated companies, if any, on the Company's financial position in the past year and up to the date of report: None.

196

G. Review and analysis of financial status, financial performance, and risk management

I. Financial position

Unit: NT$ thansand

Year Difference Difference
2022 2023
Item Amount %
Current assets 4,809,100 4,305,298 (503,802) (10.48%)
Non-current assets 2,157,360 2,538,728 381,368
17.68%
Total assets 6,966,460 6,844,026 (122,434) (1.76%)
Current liabilities 3,140,849 2,873,629 (267,220) (8.51%)
Non-current
liabilities
314,572 309,249 (5,323) ( 1.69%)
Total liabilities 3,455,421 3,182,878 (272,543) (7.89%)
Share capital 1,237,426 1,237,426 0
0.00%
Capital surplus 628,374 628,629 255
0.04%
Retained earnings 1,644,903 1,824,697 179,794
10.93%
Shareholders'
equity– other
336
(29,604)

(29,940)
(8,910.71%)
Total shareholders'
equity
3,511,039 3,661,148 150,109
4.28%
Analysis of changes in ratios (the difference reaches 20% or above):
1. The decrease in "Shareholders' equity – other" is mainly due to the
decrease in unrealizedgains and losses from cash flow hedging.
  1. The decrease in "Shareholders' equity – other" is mainly due to the decrease in unrealized gains and losses from cash flow hedging.

197

II. Financial performance

(I) Comparative analysis of business performance

Unit: NT$ thansand

Year
Item

2022
2023 Increase
(Decrease)
Percentage
of change
(%)
Net operatingrevenues 8,844,053 9,759,326 915,273 10.35%
Operatingcosts 8,031,190 8,786,581 755,391
9.41%
Unrealized gain from
sale
8,305 5,033 (3,272) ( 39.40%)
Realizedgain from sale 8,184 6,406 (1,778) (21.73%)
Grossprofit 812,742 974,118 161,376 19.86%
Operatingexpenses 480,109 509,162 29,053 6.05%
Operating profit 332,633 464,956 132,323 39.78%
Non-operating income
and expenses
279,269 220,904 (58,365) ( 20.90%)
Pre-taxprofit 611,902 685,860 73,958 12.09%
Income tax 91,383 128,968 37,585 41.13%
Net profit after tax from
continuingoperations
520,519 556,892 36,373
6.99%

Reasons for changes in the most recent two years (a separate analysis is required if the change in gross profit reaches 20% and above; analysis is not required if the change does not reach 20%):

  1. The decrease in unrealized gain from sale is mainly due to the progress of the construction project with China Steel Solar Tech Co., Ltd., and the recognition of unrealized gain from sale.

  2. The decrease in realized gain from sale is mainly due to the progress of the construction project with China Steel Solar Tech Co., Ltd., and the commencement of recognition of realized gain from sale for each year.

  3. The increase in operating profit is mainly due to the increase in gross profit.

  4. The decrease in non-operating income and expenses is mainly due to the decrease in financial assets at fair value through profit or loss.

  5. The increase in income tax is mainly due to the increase in profit before tax.

198

  • (II) Expected sales volume and its basis

The Company is a construction service company and will actively participate in new construction projects and the replacement of old equipment inside and outside the Group, develop wastewater recycling engineering and subsequent operation services, and expand fire-resistant material turnkey projects to increase long-term stable income.

III. Cash flows

  • (I) Analysis of cash flow changes

The consolidated net cash outflow totaled NT$608,395 thousand in 2023 and the changes in cash flow from various activities are as follows:

  1. Operating activities: The net cash outflow was NT$422,325 thousand which was mainly due to changes in contract assets and contract liabilities this year.

  2. Investing activities: The net cash inflow was NT$163,895 thousand, which was mainly due to changes in sales of funds, stocks, and receipt of cash dividends from investee companies.

  3. Financing activities: The net cash outflow amounted to NT$319,773 thousand mainly due to the distribution of cash dividends.

199

(II) Cash flow analysis for the coming year

Unit: NT$ thansand

Remedial measures for Remedial measures for
Cash balance Net cash flow
Annual cash cash deficit
at beginning of from operating Cash surplus
outflow Investment Financial
period activities
plan plan
550,734 674,100 (415,293) 809,541 N/A N/A
1.
Analysis of cash flow changes in 2024:
(1)
Operating activities: The net cash flow is mainly from changes in profits and
contract assets/liabilities.
(2)
Investing activities: The net cash flow is mainly from the acquisition of property,
plant and equipment and other financial assets.
(3)
Financing activities: The net cash flow is mainly from short-term borrowings and
payment of cash dividends.
2.
Remedial measures for cash shortage and liquidityanalysis: None.
  • IV. Impact of major capital expenditures in recent years on the Company's financial position and business performance: None.

  • V. Investment policy in the past year, profit/loss analysis, improvement plan, and investment plan for the coming year.

  • (I) Reinvestment policy in the most recent year: The Company makes investments according to the Procedures for the Acquisition or Disposal of Assets, evaluates investment benefits, and implements investment plans once they are approved by the Board of Directors.

  • (II) Investment analysis: The Company recognized investment gains in the amount of NT$128,145 thousand in 2023, and was mainly from the recognition of operating profits of investee companies.

  • (III) Investment plans for the coming year: None.

200

VI. Risk assessment

  • (I) Impact of interest rate and exchange rate changes and inflation

on the Company's profit and response measures

  1. Impact on the Company's income
2023
Item
(NT$thansand;%)
Net interest income(expense) 89,911
Net exchangegain(loss) 509
Net interest income (expense) as
apercentage of net revenue
0.92%
Net interest income (expense) as
a percentage of net profit before
tax
13.11%
Net exchange gain/loss as a
percentage of net revenue
0.01%
Net exchange gain/loss as a
percentage ofpre-tax netprofit
0.07%

(1) Interest rate changes

The Company is subordinate to the CSC Group, generates stable profits every year, and has a sound financial position. We have worked closely with financial institutions for years to obtain better interest rates. Our financial assets and liabilities cash flow with interest rate risks amounted to NT$268,589 thousand at the end of 2023. If interest rates increase/decrease by 1%, it will increase the Company's net profit before tax by approximately NT$2,686 thousand.

(2) Exchange rate fluctuations

The Company purchases and sells goods denominated in foreign currencies, and is exposed to the risk of interest rate

201

fluctuations. The Company thus uses foreign currency deposits and firm commitment opposite to exchange rate fluctuations to manage risk. The Company recognized net foreign exchange loss in the amount of NT$509 thousand due to exchange rate fluctuations in 2023, accounting for 0.07% of net profit before tax in 2023. The balance of foreign currencies at the end of 2023 was USD 8,125 thousand and CNY 144,912 thousand. If NTD appreciates by 1% in the future, the Company will gain NT$34 thousand and shareholders' equity will decrease by NT$9,738 thousand.

  • (3) Impact of inflation

Inflation did not have a significant effect on the Company's cost and selling price in 2023. We will continue to monitor changes in inflation while controlling cost and product prices, and make suitable adjustments. Our operating expenses was NT$509,162 thousand in 2023. If inflation increases by 1% in the future, it will increase expenses by approximately NT$5,092 thousand.

  1. Future response measures

  2. (1) Response measures for interest rate changes

The Company's cash position reached NT$550,734 thousand at the end of 2023, debt ratio was 47%, and there was ample credit limit and available credit limit at the end of 2023. If the Company requires financing due to future business development, the Company will mainly use low interest commercial paper and shortterm borrowings. If there is any short-term surplus, the Company will mainly make safe short-term investments with stable returns.

  • (2) Response measures for exchange rate fluctuations

In response to the demand on foreign exchange to import raw

202

materials, if a L/C is used for payment, the amount of foreign currency required for payment will be pre-purchased when the L/C is issued. If the amount is remitted, then the equivalent amount of foreign currency using the exchange rate that day will be directly remitted, so the Company is not affected by exchange rate fluctuations.

  • (3) Response measures for inflation

The Company will pass on costs and reduce expenses to increase income or reduce costs in response to the impact of inflation.

  • (II) Policies of engaging in high-risk, high-leverage investments, lending to others, providing endorsement and guarantee, and derivatives transactions, profit/loss analysis, and future response measures

  • The Company upholds its principle of stable financial operations and has not engaged in any high-risk or high-leverage investments in 2023.

  • As of the end of 2023, the Company lend NT$0 to others and therefore does not have any risks from lending to others.

  • As of the end of 2023, the amount of endorsements and guarantees provided by the Company to subsidiaries was NT$0, so the Company does not have endorsement and guarantee risks.

  • As of the end of 2023, the amount of derivatives held by the Company was NT$0, so the Company does not have any risks from derivatives.

203

(III) Future R&D projects and expected R&D expenses

Additional
R&D
Projects in the Time of
Current progress expenses
Applications
most recent year completion
(NT$
thansand)
Carbon capture
research and
development with
the reaction of
calcium ion
concentration in
water and carbon
dioxide in fluegas
Cooperate with the R&D unit of China
Steel to use calcium ions in steel plant
wastewater to capture carbon dioxide in
the flue gas and reduce carbon
emissions. We expect to complete the
setup in the fourth quarter of 2024 and
commence testing.
3,000 2025/12 Used for
carbon
reduction and
to reduce
greenhouse
gas emissions
R&D of carbon
reduction
technology
In terms of the carbon dioxide captured
from stack exhaust emissions, it is
purified with the goal of reaching 99%
and above purity so that it can be sold
as a raw material for industrial use. The
plans for the trial production line have
been completed and construction has
begun. Commercial operations are set
to begin in late 2024.
2,000 2024/12 Used for
carbon
reduction and
to reduce
greenhouse
gas emissions
Creation of the
acid gas flue-gas
desulfurization
technology
We collaborated with the R&D
Department of China Steel in treatment
process research for acid gas/smoke
(SO2, HCL, HF, SO3, and PM2.5)
desulfurization and white smoke
removal. We used HWS (honeycomb
wet scrubber) + WEP (wet electrostatic
precipitator) for tests. An analysis of
test data showed that a desulfurization
rate of 90% can be obtained when
operating under conditions of low air
volume and a pH value of 6 to 6.5. The
next phase of the research will be
moved to the No. 3 sinter plant to
developacid removal technologies.
3,000 2024/12 We expect to
carry out
actual site
planning for
sinter plant
desulfurization
in 2026.
Medium to low-
temperature plate-
type denitrification
catalyst - coking
flue gas pilot plant
tests
The Company collaborated with the
R&D Department of China Steel and
verified that denitrification efficiency
≧80% and provided related parameters
and data. China Ecotek to set up
analyses with computational fluid
dynamics (CFD) and provided data for
the Group's HIMAG Magnetic
Corporation to evaluate mass
productionplans.
3,500 2024/12 We expect to
carry out
actual site
planning for
sinter plant
denitrification
and coking
plant
denitrification
in 2026.

204

Looking towards the future, we will dedicate our efforts to technology applications and development based on trends in amendments to environmental protection laws and regulations and the pathway to net zero emissions, and make improvements in design efficiency to develop proprietary core technologies, provide stable business, and also strengthen technology sharing and engineering integration with companies in the CSC Group, enhancing the Group's synergies and overall competitiveness.

  • (IV) The effect of changes in important domestic and foreign policies and laws on the Company's financial position and business operations, and response measures

  • There have been important policies and legislation enacted and amended in Taiwan and in foreign countries in recent years, and they mainly impact business operations in terms of corporate governance and environmental protection. As a member of the CSC Group, the Company upholds the business philosophy of stable operations, environmental protection, and corporate social responsibility. The Company will cooperate with changes in important policies and laws, and seek ways to respond to such changes. Hence, the changes will not have any material negative impacts on the Company's operations.

  • (V) The impacts of technology changes (including information security risks) and industry changes on the Company's financial position and business performance, and response measures

  • The Company's main business items include electrical and mechanical equipment installation, environmental protection projects, and operation and maintenance. There is not much change in the industry environment, so technology changes (including information security risks) do not have a significant impact on the Company's operations.

  • (VI) Impact of corporate image change on crisis management and response measures:

  • The Company began publishing a Corporate Social Responsibility Report every year starting in 2011, and renamed it the Corporate Sustainability Report in 2020, in order to establish smooth communication channels with stakeholders. We have also created an excellent corporate image based on our ethical corporate management policy, so as to reduce crises caused by changes in corporate image. The Company strives to improve its corporate governance to protect

205

shareholders' interests, treat shareholders fairly, strengthen the structure and operations of the Board of Directors, improve information transparency, and fulfill its corporate social responsibility. As such, we were ranked in the top 6-20% of public companies in the 10th (2023) Corporate Governance Evaluation.

  • (VII) Expected benefits and potential risks of merger and acquisition and response measures:

No such occurrences in 2022 and 2023 up to the date of report.

  • (VIII) Expected benefits and potential risks of capacity expansion and response measures

The Company's major capital expenditures must be reported to the Board of Directors for approval, and investment benefits and risks are fully taken into consideration.

  • (IX) Risks associated with over-concentration in purchase or sale and response measures

  • Risk of over-concentration in purchase

  • (1) Equipment

The Company has always conducted extensive surveys when purchasing equipment, and purchases equipment from vendors designated by customers or domestic or overseas equipment vendors. Hence, there is no over-concentration in purchase. In recent years, foreign equipment suppliers have been integrating their business through mergers, acquisitions, and strategic alliances, so the number of vendors that can provide price quotations has decreased. Less competition may cause vendors to raise their prices and cause an increase in cost of investment in equipment.

  • (2) Materials and contractors

The supply of materials varies with each contract. Aside from the materials provided by the client, other materials are purchased from domestic and overseas equipment vendors as needed by the project. Electrical and mechanical materials and equipment mainly include pipelines, valves, power cables, meters, motors, control panels, filters, blowers, water pumps, and various other pumps. Materials suppliers and downstream contractors compete with each other in the domestic market, so it is not possible for supply to be cut off or for there to be a supply shortage.

  • (3) In light of the risks that can easily occur when there is over-

206

concentration in purchase, we have extensively surveyed supply sources, created competition, and diversified our sources of goods (materials). This has always been the direction and goal of our efforts in purchasing.

  1. Risk of over-concentration in sales

The Company's business is obtained through contracts awarded through the tender process, and contract performance is completed when the project is completed. The Company's main source of revenue is China Steel, so the risk of default is very low and there is little effect on the Company.

  • (X) Impact of mass transfer of equity by or change of directors or shareholders holding more than 10% shares of the Company, associated risks, and response measures: No such occurrences in 2022 and 2023 up to the date of report.

  • (XI) The effect of changes in management right on the Company, risks, and response measures: No such occurrences in 2022 and 2023 up to the date of report.

  • (XII) In terms of litigation or non-litigation matters, the company and the company's directors, president, actual responsible person, shareholders holding more than 10% of the company shares, and a subsidiary company who is involved in a major lawsuit that has either been decided or is still pending whereby the results of the case may have a significant impact to shareholder interests or securities prices, must be specified. The status of the disputed facts, bid amount, litigation commencement date, and the primary parties involved in such litigations up to the publication date of this annual report shall be disclosed: No such occurrences in 2022 and 2023 up to the date of report.

  • (XIII) Other significant risks and response measures: None.

VII. Other important matters: None

207

H. Special Notes

I. Profiles of affiliated enterprises

  • (I) Consolidated business report

  • Organization chart of affiliated enterprises

==> picture [289 x 115] intentionally omitted <==

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

China Ecotek Corporation
----- End of picture text -----

  1. Name, date of establishment, address, paid-in capital, and main

business items of affiliated enterprises

December 31, 2023

Main
Date of
Company name
Address
Paid-in capital business and
establishment
products
CEC International
Corporation
2002.06.12 Portcullis Chambers,
P. O. Box 1225, Apia,
Samoa
US$ 1,000,000 General
investment
CEC Development
Corporation
2017.05.16 Level 2, Lotemau
Centre Building, Vaea
Street,Apia,Samoa
US$ 16,000,000 General
investment
China Ecotek
Vietnam Company
Limited
2010.06.09 Phuoc Lap Zone, My
Xuan Ward, Phu My
Town, Ba Ria Vung
TauProvince, Vietnam

US$ 10,000,000

Construction
and
design
services
Xiamen Ecotek
PRC Company
Limited
2011.11.09 Room 2205-3, Lixin
Square, No. 90, Hubin
South Road, Siming
District, Xiamen City,
Fujian Province
US$ 6,000,000 Import/export
and domestic
sales of metal
materials

208

Main
Date of
Company name
Address
Paid-in capital business and
establishment
products
China Ecotek India
Private Limited
2012.08.17 B-33, 2F, Janki
Residency, Undera-
Koyali Road, Undera,
Vadodara, Gujarat,
India
INR 50,000,000
Construction
and
design
services
  1. Matters that must be disclosed for companies presumed to have controlling and subordinate relationships in accordance with Article 369-3 of the Company Act: None.

  2. Businesses included in the affiliated enterprises' overall operations: Affiliated enterprises each independently operate their own business.

  3. Name and shareholding or capital contribution of directors, supervisors, and presidents of affiliated enterprises

(Baseline date: 2024.03.31, the investment amount is listed for some foreign companies)

Unit: Shares, %

Shareholding Shareholding
Name or
Company name Title Number of Shareholding
representative
shares(units) ratio
CEC International
Corporation
Director China Ecotek
Corporation
Representative: Li-
MingHu
10,000,000 100%
CEC Development
Corporation
Director China Ecotek
Corporation
Representative: Li-
MingHu
17,000,000 100%
China Ecotek Vietnam
Company Limited
Director CEC Development
Corporation
Representative: Li-
MingHu
US$ 10,000,000 100%
President Ming-FangLiang US$ 0 0%
Xiamen Ecotek PRC
Company Limited
Director
and
President
CEC Development
Corporation
Representative: Li-
MingHu
US$ 6,000,000 100%
Supervisors Ya-Min Chuang US$ 0 0%

209

Shareholding Shareholding
Name or
Company name Title Number of Shareholding
representative
shares(units) ratio
China Ecotek India
Private Limited
Director CEC International
Corporation
Representative: Li-
MingHu
4,995,000 99.90%
Director Yao-Pin Chen - -

6. Business overview of affiliated enterprises

December 31, 2023 Unit: NT$ thousand

Income/loss
Operating
for the
Earnings per
Total Total Operating
Company name Capital
Net value
profit current share (loss)
assets liabilities revenue
(loss) period (NT$)
(after tax)
CEC International
Corporation
30,642 34,812 0 34,812 0 -1 237 0.02
CEC Development
Corporation
478,579 984,713 0 984,713 0 -29 27,766 1.63
China Ecotek
Vietnam Company
Limited
302,065 863,977 67,141 796,836 150,485 -9,356 27,295 NA(Note 2)
Xiamen Ecotek
PRC Company
Limited
184,230 182,814 1,133 181,681 0 -4,224 418 NA(Note 2)
China Ecotek India
Private Limited
27,097 34,649 46 34,603 0 -331 849 0.17

Note 1: If an affiliated enterprise is a foreign company, the figures are converted to NTD using following exchange rate.

Balance sheet exchange rate: USD: 30.705, RMB: 4.327, VND: 0.001245, INR: 0.367

Income statement exchange rate: USD: 31.1624, RMB: 4.3955, VND: 0.001288, INR: 0.3769 Note 2: The Company uses amount of capital and does not have any shares to calculate EPS.

210

(II) Consolidated financial statements of affiliated enterprises

China Ecotek Corporation Affiliation Report Statement

Statement on the Consolidated Financial Statements of Affiliated Enterprises

For 2023 (January 1 to December 31, 2023), affiliated businesses of this Company that shall be included according to the rules prescribed by the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises were the same as those companies that shall be included into the parent and subsidiary consolidated financial statement as prescribed by the International Financial Reporting Standards No. 10 (IFRS 10). All information to be disclosed in the consolidated financial statements of affiliated enterprises have already been disclosed in the consolidated financial statement of the parent company and subsidiaries. Hence, consolidated financial statements of affiliated enterprises were therefore not generated separately.

It is hereby declared

Company name: China Ecotek Corporation

==> picture [42 x 43] intentionally omitted <==

Legal representative: Cheng-Chiang Chen

==> picture [97 x 95] intentionally omitted <==

February 27, 2024

211

(III) Affiliation Report

1. Relationship between controlling and subsidiary companies

Unit: shares; %

Name of
controlling
company
Status of director, supervisor, or Status of director, supervisor, or
Status of the controlling company's
manager designation by the

share ownership and pledge
controllingcompany
Reason for
control Number of
Number of Shareholding
shares Title Name
shares held ratio
pledged
China Steel
Corporation
The person
appointed
by the
controlling
company
was
appointed
as the
Company's
president
55,393,138 44.76 None Chairperson
Director
Director
Director
Director
President

Cheng-Chiang Chen
Chao-Tung Wong
Shyi-Chin Wang
Chih-Feng Lee
Chen Yang
Chih-Feng Lee

2. Transactions status

(1) Purchase (sales) of goods:

Unit: NT$ thousand; %

Transaction Transaction Accounts Accounts Notes
General Overdue
Transaction status with conditions with receivable
transaction accounts
controlling company controlling (payable) and
terms receivable
company notes
Purchase (sales) Amount Percentage of total
purchases (sales)
Sales margin Unit price (NTD)
(Note)
Credit period Unit price (NTD)
(Note)
Credit period Balance accounts
receivable
(payable) and

Amount
Processing method
Provision for
doubtful debts
Cause of
variation
Sales 6,084,192 62.34% - (Note)
2~3
month(s)
(Note)
2~3
month(s)
None 229,314 35.55% - - - -
Purchase
ofgoods

4,090
0.06% - (Note)
1~2
month(s)
(Note)
1~2
month(s)
None 17
-
- - - -

Note: The Company's products are mainly turnkey projects, and the unit price depends on the needs of each project, so there is no specific or fixed unit price.

(2) Property transactions: None.

(3) Financing arrangements: None

212

(4) Status of asset leasing:

Unit: NT$ thousand

Subject Subject
Total
rent in
Collection Other
and
Transaction
Comparison
Basis for Collection payment
type Lease Lease

with

(leased or Name Location period type determining
(payment)

general rent
the
status in terms

rented) rent method levels current
period

the
current
period
Lessee Office
lease
8F, No. 88,
Chenggong
2nd Rd.,
Qianzhen
Dist.,
Kaohsiung
City

2023.01
to
2025.12


Operating
lease

-
Quarterly
payments
No similar
transactions
for
comparison
7,798 Paid in
full
None
Lessee Office
lease
No. 1,
Zhonggang
Rd.,
Xiaogang
Dist.,
Kaohsiung
City
2021.03
to
2024.02


Operating
lease

-
Semi-
annual
payments
No similar
transactions
for
comparison
2,104 Paid in
full
None
Lessee Machinery
and
equipment
lease

No. 1,
Zhonggang
Rd.,
Xiaogang
Dist.,
Kaohsiung
City
2021.05
to
2026.04


Operating
lease

-
Semi-
annual
payments
No similar
transactions
for
comparison
217 Paid in
full
None
Rentee Land lease
No. 22,
Lane 46,
Xizhou 3rd
Road,
Linyuan
District,
Kaohsiung
City
2023.06
to
2024.05


Operating
lease

-
Semi-
annual
collection
No similar
transactions
for
comparison
11,664 Paid in
full
None
  - (5) Other significant transactions: None.
  1. Endorsements and guarantees: None.

  2. Other matters with material impact on finance and business: None.

  3. II. Private placement of securities in the most recent year and up to the date of report: None.

  4. III. Holding or disposal of stocks of the Company by subsidiaries in the past year and up to the date of report: None.

  5. IV. Other necessary supplemental information: None.

213

I. Occurrence of events that have a material impact on shareholders equity or stock prices specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act:

None

214

Stock Symbol:1535

China Ecotek Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors' Report

Address: 8F, No. 88, Chenggong 2nd Rd., Qianzhen Dist., Kaohsiung City Tel: (07)3336138

215

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of China Ecotek Corporation as of and for the year ended December 31, 2023, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Associates are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, China Ecotek Corporation and Subsidiaries do not prepare a separate set of combined financial statements. Very truly yours,

China Ecotek Corporation

By

Zhen-Jiang Chen

Chairman

February 27, 2024

216

Independent Auditors' Report

The Board of Directors and Shareholders

China Ecotek Corporation

Opinion

We have audited the accompanying consolidated financial statements of China Ecotek Corporation (The “Company”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accoundants and auditing standards generally accepted in Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accoundant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

217

opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Company and its subsidiaries' consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Assessment of the estimated total project cost

The Company and its subsidiaries have signed many construction contracts, and recognized construction revenues according to the percentage completion method during the contract period. Construction progress is calculated based on the actual construction costs incurred under each contract as a percentage of the estimated total construction cost of the project. The estimated total project cost involves a major accounting estimate, and affects the recognition of construction progress and revenues. Hence, the assessment of estimated total project cost is listed as a key audit matter. For relevant accounting policies, major accounting estimates, and explanations of determination, please refer to the Consolidated Financial Statements Note 4 and Note 5.

Our audit procedures performed included the following:

  1. Understand control procedures for the assessment of the estimated total project cost, and conduct sampling inspections of the consistency between preparation process and internal controls.

  2. Conduct a sampling inspection of documentation related to the assessment of the estimated total project cost for new projects and additions/reductions in the current year.

  3. Conduct a sampling inspection to see if there are any major abnormalities between the actual total cost of projects concluded this year and their estimated total project cost, in order to verify the reasonableness of estimated total project cost. Conduct a

218

sampling inspection of abnormal changes in estimated total cost, in order to determine the reasonableness of calculating the percentage of construction progress based on the estimated total project cost before the balance sheet date.

Other Matter

We have also audited the standalone financial statements of the Company as of and for the years ended December 31, 2023 and 2022 on which we have issued an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

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

These charged with governance, including the audit committee or supervisors, are responsible for overseeing the Company and its subsidiaries' financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in Republic of China will

219

always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

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

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the discloseures, and whether the consolidated

220

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Lee-Yuan Kuo and Chao-Chun Wang.

Deloitte & Touche Taipei, Taiwan Republic of China

February 27, 2024

221

Notice to Readers

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

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

222

China Ecotek Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

In Thousand of NTD

Code

1100

1110

1120

1139

1140

1150

1170

1180

1200

1220

130X

1476

1479

11XX


1510

1517

1550

1600

1755

1760

1780

1840

1915

1920

1980

1995

15XX


1XXX

Code

2100

2130

2170

2180

2200

2230

2250

2280

2399

21XX


2527

2550

2570

2580

2640

25XX

2XXX


3110

3200


3310

3320

3350

3300

3400

3XXX

December 31,2023
Asset
Amount
Current assets

Cash and cash equivalents (Notes 4, 6, and 14)
$ 550,734
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
85,081
Financial assets at fair value through other comprehensive income - current
(Notes 4 and 8)
31,050
Financial assets for hedging - current (Notes 4 and 12)
929,260
Contract assets - current (Notes 4, 25, and 31)
1,274,883
Notes receivable (Notes 4 and 9)
-
Accounts receivable, net (Notes 4 and 9)
54,621
Accounts receivable – related parties (Notes 4, 9, and 31)
590,471
Other receivables (Note 9)
57,886
Current tax assets (Note 27)
756
Inventories (Notes 4 and 10)
13,305
Other financial assets – current (Notes 12 and 32)
521,648
Other current assets (Note 13)
195,603
Total current assets
4,305,298
Noncurrent assets
Financial assets at fair value through profit or loss - noncurrent (Notes 4 and
7)
31,880
Financial assets at fair value through other comprehensive income - noncurrent
(Notes 4 and 8)
124,976
Investments accounted for using equity method (Notes 4 and 11)
1,064,466
Property, plant and equipment (Notes 4 and 15)
595,681
Right-of-use assets (Notes 4 and 16)
85,538
Investment properties (Notes 4, 17, and 31)
323,521
Intangible assets (Note 4)
11,356
Deferred tax assets (Note 27)
52,065
Advance payments for equipment
705
Refundable deposits
7,664
Other financial assets – noncurrent (Note 12)
239,267
Other noncurrent assets
1,609
Total noncurrent assets
2,538,728

Total assets
$ 6,844,026
Liabilities and equity
Current liabilities
Short-term borrowings (Notes 4 and 18)
$ 100,000
Contract liabilities - current (Notes 4, 14, 25, and 31)
1,075,722
Accounts payable (Note 19)
856,543
Accounts payable - related parties (Notes 19 and 31)
15,418
Other payables (Notes 14 and 20)
604,068
Current tax liabilities (Note 27)
85,626
Provisions - current (Notes 4, 14, and 21)
8,862
Lease liabilities - current (Notes 4, 16, and 31)
34,050
Other current liabilities (Note 20)
93,340
Total current liabilities
2,873,629
Noncurrent liabilities
Contract liabilities - noncurrent (Notes 4, 14, 25, and 31)
39,335
Provisions - noncurrent (Notes 4, 14, and 21)
-
Deferred tax liabilities (Note 27)
67,214
Lease liabilities - noncurrent (Notes 4, 16, and 31)
50,932
Net defined benefit liability (Notes 4 and 22)
151,768
Total noncurrent liabilities
309,249
Total liabilities
3,182,878
Equity (Note 24)
Capital – common stock
1,237,426
Capital surplus
628,629
Retained earnings
Legal reserve
725,889
Special reserve
-
Undistributed earnings
1,098,808
Total retained earnings
1,824,697
Other equity
(29,604)
Total equity
3,661,148
Total liabilities and equity interests
$ 6,844,026
December 31,2023 December 31,2022

Amount

8 $ 1,159,129
1
94,311
-
-
14
984,542
19
490,593
-
43
1
246,440
8
657,824
1
28,069
-
7,295
-
19,656
8
904,174
3
217,024
63
4,809,100
-
32,207
2
102,782
16
1,035,507
9
310,550
1
95,601
5
323,521
-
8,559
1
52,432
-
101,801
-
6,492
3
87,462
-
446
37
2,157,360
100 $ 6,966,460
1 $ -
16
1,613,642
13
669,304
-
14,016
9
591,811
1
75,020
-
35,608
1
38,633
1
102,815
42
3,140,849
1
-
-
41,418
1
60,578
1
56,936
2
155,640
5
314,572
47
3,455,421
18
1,237,426
9
628,374
10
671,306
-
56,639
16
916,958
26
1,644,903
-
336
53
3,511,039
100 $ 6,966,460
December 31,2022
17
1
-
14
7
-
4
10
-
-
-
13
3
69
-
1
15
5
1
5
-
1
2
-
1
-
31
100
-
23
10
-
8
1
-
1
2
45
-
1
1
1
2
5
50
17
10
9
1
13
23
-
50
100

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

Chairman: Zhen-Jiang Chen

Managerial Officer: Chih-Feng Lee

Accounting Officer: Ya-Min Chuang

223

China Ecotek Corporation and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

In Thousand of NTD, Except EPS

2023
Code
Amount
Operating revenues (Notes 4, 14, 25,
and 31)
4100 Sales revenue
$ 136,189
4500 Construction revenue
9,344,305
4600 Technical service revenue
278,832
4000 Total operating revenue
9,759,326
Operating costs (Notes 10, 14, 26, and
31)
5110 Cost of goods sold
108,226
5500 Construction costs
8,435,556
5600 Technical service costs
242,799
5000 Total operating costs
8,786,581
5900 Gross profit
972,745
5910 Less: Unrealized gain from sale
5,033
5920 Plus: Realized gain from sale
6,406
5950 Realized gross profit from operations
974,118
Operating expenses (Notes 9 and 26)
6100 Selling expenses
37,466
6200 General and administrative expenses
458,509
6300 Research and development expenses
12,115
6450 Expected credit loss
1,072
6000 Total operating expenses
509,162
6900 Operating profit
464,956
Non-operating income and expenses
(Notes 11, 26, and 31)
7100 Interest income
91,265
7010 Other income
15,540
7020 Other profits and losses
(12,692)
7050 Financial costs
(1,354)
7060 Share of the profit of associates
128,145
7000 Total
220,904
7900 Profit before income tax
685,860
2023 2022

Amount
1 $ 113,166
96
8,433,235
3
297,652
100
8,844,053
1
86,363
86
7,694,046
3
250,781
90
8,031,190
10
812,863
-
8,305
-
8,184
10
812,742
1
39,966
4
424,598
-
14,793
-
752
5
480,109
5
332,633
1
59,209
-
22,686
-
86,304
-
(815)
1
111,885
2
279,269
7
611,902
2022
1
95
4
100
1
87
3
91
9
-
-
9
-
5
-
-
5
4
1
-
1
-
1
3
7

224

2023
Code
Amount
7950 Income tax expense (Notes 4 and 27)
128,968
8200 Net profit for the year
556,892
Other comprehensive income (Notes
22, 24, and 27)
8310Items that will not be reclassified
subsequently to profit or loss
8311Remeasurements of the net defined
benefit
(12,107)
8316
Unrealized gains and losses on
investments in equity instruments at
fair value through other
comprehensive income
24,192
8317Gains and losses on hedging
instruments
(24,390)
8320Share of the other comprehensive
income of associates
(4,837)
8349
Income tax relating to items that will
not be reclassified subsequently to
profit or loss
2,861
8360Items that may be reclassified
subsequently to profit or loss
8361Exchange differences on translating
foreign operations
(29,340)
8370Share of the other comprehensive
income of associates
1,943
8399
Income tax relating to items that may
be reclassified subsequently to profit
or loss
5,868
8300Other comprehensive income for the
year, net of income tax
(35,810)
8500Total comprehensive income in the
current year
$ 521,082
8610Net profit attributable to owners of
the Corporation
$ 556,892
8710
Total comprehensive income
attributable to owners of the
Corporation
$ 521,082
Earnings per share (Note 28)
9750 Basic
$ 4.50
9850 Diluted
4.48
2023 2022

Amount
1
91,383
6
520,519
-
26,139
-
(29,286)
-
58,485
-
(9,244)
-
(11,068)
(1)
57,026
-
3,264
-
(11,405)
(1)
83,911
5 $ 604,430
$ 520,519
$ 604,430
$ 4.21
4.18
2022
1
6
-
-
1
-
-
-
-
-
1
7

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

Chairman: Zhen-Jiang Chen Managerial Officer: Chih-Feng Lee Accounting Officer: Ya-Min Chuang

225

In Thousand of NTD

China Ecotek Corporation and Subsidiaries Consolidated Statements of Changes in Equity January 1 to December 31, 2023 and 2022

Code
A1
Balance at January 1, 2022
Appropriation
of
2021
earnings
(Note 24)
B1
Legal reserve
B3
Reversal special reserve
B5
Cash dividends to shareholders
D1
Net income
D3
Other comprehensive income (loss),
net of income tax
D5
Total comprehensive income (loss)
Q1
Disposal of investments in equity
instruments at fair value through
other comprehensive income
T1
Adjustment from changes in equity
of associate for using equity method
Z1
Balance at December 31, 2022
Appropriation
of
2022
earnings
(Note 24)
B1
Legal reserve
B3
Reversal special reserve
B5
Cash dividends to shareholders
D1
Net income
D3
Other comprehensive income (loss),
net of income tax
D5
Total comprehensive income (loss)
Q1
Disposal of investments in equity
instruments at fair value through
other comprehensive income
T1
Adjustment from changes in equity
of associate for using equity method
Z1
Balance at December 31, 2023
Equityattributable to owners of the Company
Capital - co Retained earnings Other equity

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

Managerial Officer: Chih-Feng Lee

Chairman: Zhen-Jiang Chen

Accounting Officer: Ya-Min Chuang

226

In Thousand of NTD

China Ecotek Corporation and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31, 2023 and 2022

Code 2023 2022
Cash flow from operating activities
A10000 Profit before income tax $ 685,860 $ 611,902
A20010 Adjustments for:
A20100 Depreciation expense 58,046 54,374
A20200 Amortization expense 6,905 5,442
A20300 Expected credit loss 1,072 752
A20400 Net loss (gain) on financial assets and liabilities at fair value
through profit or loss
12,099 (85,590)
A20900 Financial costs 1,354 815
A21200 Interest income (91,265) (59,209)
A21300 Dividend income (1,125) (14,529)
A22300 Share of the profit of associates (128,145) (111,885)
A22500 Loss (Gain) on disposal of property, plant and equipment 483 (85)
A23700 Impairment loss on inventories - 4,243
A23800 Gain from price recovery of inventory (120) -
A23900 Unrealized sales margin 5,033 8,305
A24000 Realized sales margin (6,406) (8,184)
A29900 Recognition of provisions 5,092 30,150
A29900 Others 168 (155)
A30000 Net changes in operating assets and liabilities
A31120 Hedging financial assets 30,892 (177,540)
A31125 Contract assets (784,290) 129,175
A31130 Notes receivable 43 (43)
A31150 Accounts receivable 190,781 (141,402)
A31160 Accounts receivable – related parties 67,353 35,515
A31180 Other receivables (3,435) 1,794
A31200 Inventories 6,471 (12,422)
A31240 Other current assets 16,369 (41,906)
A32125 Contract liabilities (545,609) (120,995)
A32150 Accounts payable 187,239 (75,773)
A32160 Accounts payable - related parties 1,402 6,964
A32180 Other payables (630) 60,565
A32200 Provisions (26,223) (30,422)
A32230 Other current liabilities (612) 3,502
A32240 Net defined benefit liability (15,979) (81,884)
A33000 Cash used from operations (327,177) (8,526)
A33500 Income tax paid (95,148) (8,863)
AAAA Net cash used from operating activities (422,325) (17,389)
B00010 Acquisition of financial assets at fair value through other
comprehensive income
(29,052) -
B00100 Acquisition of financial assets at fair value through profit or
loss
(14,811) -
B00200 Disposal of financial assets at fair value through profit or loss 12,269 248,929
B02400 Refunded payments for shares from capital reduction of
investee recognized under the equity method
4,861 -
B02700 Acquisition of property, plant and equipment (192,130) (119,119)
B02800 Proceeds from disposal of property, plant and equipment 201 85
B03800 Decrease in refundable deposits 3,880 59,587

227

Code 2023 2022
B04500 Acquisition of intangible assets (9,709) (10,036)
B06600 Decrease in other financial assets 230,721 318,005
B06700 Increase in other noncurrent assets (1,163) (399)
B07500 Interest received 64,883 60,342
B07600 Dividend received from associates 92,820 129,836
B07600 Dividend received from others 1,125 14,529
BBBB Net cash generated in investing activities 163,895 701,759

Cash flow from financing activities
C00100 Increase in short-term borrowings 100,000 -
C03000 Increase in guarantee deposit received - 2,664
C03100 Decrease in guarantee deposit received (8,863) -
C04020 Repayment of principal of lease liabilities (38,351) (33,822)
C04500 Cash dividends paid (371,228) (321,731)
C05600 Interest paid (1,331) (815)
CCCC Net cash used in financing activities (319,773) (353,704)
DDDD
Effect of exchange rate changes on the balance of cash and
cash equivalents held in foreign currencies
(30,192) 58,247
EEEE
Net increase (decrease) in cash and cash equivalents
(608,395) 388,913
E00100
Cash and cash equivalents at the beginning of year
1,159,129 770,216
E00200
Cash and cash equivalents at the end of year
$ 550,734 $ 1,159,129

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

Chairman: Zhen-Jiang Chen Managerial Officer: Chih-Feng Lee Accounting Officer: Ya-Min Chuang

228

China Ecotek Corporation and Subsidiaries Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. Company History

China Ecotek Corporation (the “Company”) was established in March 1993, and its main shareholder is China Steel Corporation (owned 44.76% shares of the Company’s voting shares; parent company has substantive control over the Company). The Company mainly engages in the planning, design, installation, maintenance, and environmental impact assessment for environmental protection equipment, co-generation equipment, and steel industry equipment. The shares of the Company have been listed on the Taiwan Stock Exchange since September 2001.

The financial statements are presented in the Company’s function currency, the New Taiwan dollars.

  1. Date and Procedures of Approval of the Financial Statements

The consolidated financial statements were approved by the board of directors and authorized for issue on February 27, 2024.

  1. Application of New Standards, Amendments, and Interpretations

  2. (I) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) were applied to the Company and entities controlled by the Company (hereinafter referred to as the “Company and Subsidiaries”) for the first time.

229

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Corporation and its subsidiaries’ accounting policies.

(II) The IFRSs endorsed by the FSC for application starting from 2024

Effective date Announced by IASB (Note 1)

New, Amended and Revised Standards and Interpretations

Amendments to IFRS 16“Leases Liability in a Sale and leaseback”

January 1, 2024(Note 2) Sale and leaseback” Amendments to IAS 1 “Classification of January 1, 2024 Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities January 1, 2024 with Covenants”

January 1, 2024 with Covenants” Amendments to IAS7 and IFRS7 ”Supplier January 1, 2024(Note 3) Finance Arrangements”

  • Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.

  • Note 3: The amendments provide some transition relief regarding disclosure requirements.

As of the date the consolidated financial statements were passed by the Board of Directors and released, the Company and Subsidiaries have determined that other amendments to standards and interpretations will not have a material impact on its financial position and financial performance.

230

  • (III) New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective date Announced New IFRSs by IASB(Note1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between An Investor and Its Associate or Joint To be determined by IASB Venture” IFRS 17 Insurance Contracts January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS 9 and January 1, 2023 IFRS 17 -Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 2)

  • Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative of translation difference in equity.

As of the date the consolidated financial statements were passed by the Board of Directors and released, the Company and Subsidiaries are still assessing the impact of other amendments to standards and interpretations on its financial position and financial performance, and will disclose the relevant impact once assessment is completed.

231

  1. Summary of Significant Accounting Policies

  2. (I) Statement of compliance

The consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and announced by the FSC.

  • (II) Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

  2. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  3. Level 3 inputs are unobservable inputs for an asset or liability.

  4. (III) Classification of current and noncurrent assets and liabilities

Current assets include:

  1. Assets held primarily for the purpose of trading;

232

  1. Assets expected to be realized within 12 months after the reporting period; and

  2. Cash and cash equivalents unless the asset is restricted from being used for an exchange or used to settle a liability more than 12 months after the date of balance sheet.

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;

  2. Liabilities due to be settled within 12 months after the reporting period; and

  3. Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as noncurrent.

The operating cycle of the construction business is longer than 1 year; hence the construction business of the Company was divided into current and noncurrent according to the general operating cycle.

(IV) Basis of consolidation

The consolidated financial statements include financial statements of the Company and entities (subsidiaries) controlled by the Company. Financial statements of subsidiaries have been adjusted to align their accounting policy with the Consolidated Entity's accounting policy. Transactions, account balances, gains, and losses between individual entities were eliminated when preparing the consolidated financial statements.

233

The consolidated entities were as follows:

Investor
The Company
CIC company
CDC company
Name of subsidiary
CEC
International
Corporation (CIC)
CEC
Development
Corporation (CDC)
China
Ecotek
India
Private Limited
China
Ecotek
India
Private Limited
Xiamen
Mao
Yu
Import
and
Export
Trading Ltd.
China Ecotek Vietnam
Company
Limited
(CEVC)
Main Businesses
General investment
General investment
Construction engineering
Construction engineering
Sales agency for import and
export
of
equipment
and
materials
Construction engineering
Shareholding (%)
December
31,2023
December
31,2022
100
100
100
100
0.1
0.1
99.9
99.9
100
100
100
100
Notes
December
31,2023
100
100
0.1
99.9
100
100

(V) Foreign currencies

In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

Foreign currency-denominated monetary items are converted using the closing rate on each balance sheet date. Except for currency translation difference resulting from hedging transactions against exchange rate risk, the currency translation difference resulting from settlement or conversion of monetary items is recognized as income or loss in the current year.

Foreign currency-denominated nonmonetary items carried at fair value are converted at exchange rates on the date of fair value measurement. Currency translation differences are also recognized in current profit or loss; for items that have fair value changes recognized in other comprehensive income, currency translation differences are recognized in other comprehensive income.

234

Foreign currency-denominated nonmonetary items carried at historical costs are converted on the transaction date and are not re-converted.

For the purpose of presenting consolidated financial statements, the functional currencies of the Corporation’s entities (including subsidiaries and associates in other countries that use currency different from the currency of the Corporation) are translated into the presentation currency – New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

If the the Company and Subsidiaries disposes of all equity interests in a foreign operation, or dispose of a portion of equity interests in the subsidiary of a foreign operation but loses control, or the retained equity interest after disposing of an associate of a foreign operation is a financial asset accounted according to the accounting policy for financial instruments, all accumulated currency translation difference related to the foreign operation will be reclassified as profit or loss.

If disposal of a portion of equity interest in a foreign operation by a subsidiary does not result in loss of control, accumulated currency translation difference will be proportionally recognized as an equity transaction but not recognized as profit or loss. Accumulated currency translation difference is reclassified to gains/losses according to the percentage of foreign operations disposed of in any other part.

235

(VI) Inventory

Inventory includes raw materials, supplies, and finished goods. Inventories are measured at the lower of cost or net realizable value. Unless the inventories are in the same category, the cost and net realizable value is compared for each individual item. Net realizable value is the estimated selling price under normal circumstances, less the estimated cost of completion and selling expenses. The cost of inventories is calculated at weighted average method.

(VII) Investment in associates

An associate is an enterprise in which the Company and Subsidiaries have significant influence, but is not a subsidiary or a joint venture. Joint venture refers to an agreement between the Company and Subsidiaries with other companies to have joint control and rights over net assets.

The Company and Subsidiaries' investments in associates are recognized under the equity method. Under the equity method, investments in associates are originally recognized at cost, and then its book value adjusts along with the Company and Subsidiaries' share of profits, losses and other comprehensive income of associates and profit distribution. Furthermore, changes to equity interests of associates are recognized according to shareholding ratio.

When an associate issues new shares, if the Company and Subsidiaries do not subscribe for the shares according to their shareholding percentage and results in a change in shareholding percentage, which the resulting carrying amount of the investment differs from the amount of the Company and its subsidiaries’ proportionate interest in the associate, capital surplus and Investments accounted for using

236

equity method will be adjusted according to the change. If ownership interest in an associate decreases due to not subscribing for or acquiring shares according shareholding ratio, all amounts previously recognized in other comprehensive income related to the associates will be reclassified according to the decreased percentage, and the basis for accounting treatment will be the same as if the associate had directly disposed of such assets or liabilities. If capital surplus needs to be decreased for the adjustment above and the balance of capital surplus from investments recognized under the equity method is insufficient, the difference is deducted from retained earnings.

When the Company and Subsidiaries are assessing impairment, the overall carrying amount of the investment is viewed as a single asset to compare the recoverable amount with carrying amount for impairment testing, and the impairment losses recognized is a part of the investment's carrying amount. Any reversal of impairment losses is recognized within the scope of increase in recoverable amount of the investment.

The Company and Subsidiaries stops using the equity method when the investee is no longer an associate, and retained interests in the original associate are measured at fair value. The difference between the fair value and proceeds from the disposal and carrying amount of the investment on the date the equity method is no longer used is listed as a profit or loss in the current year. All amounts previously recognized in other comprehensive income related to associates shall be accounted on the same basis as if the associate had directly disposed of such assets or liabilities.

Gains or losses arising from upstream, downstream, and lateral transactions between the Company and Subsidiaries with associates

237

were not within the scope of control exercised by the Company and Subsidiaries over associates, and were recognized in the consolidated financial statements.

(VIII) Joint operations

Joint operations refer to an agreement between the Company and Subsidiaries with other companies to have joint control and rights to the assets and jointly responsible for liabilities.

Any acquisition of an interest in a joint operation in which the activity of the joint operation constitutes a business should be treated as a business combination, except when the parties sharing joint control are under the common control of the same ultimate controlling party or parties both before and after the acquisition and that control is not transitory.

With regard to equity of joint operations, the Company and Subsidiaries recognize:

  1. The assets include the share of any jointly owned assets.

  2. The liabilities include the share of any jointly borne liabilities.

  3. The revenue from the sale of their share of the output arising from the joint operation.

  4. The share of the revenue from the sale of the output of the joint operation.

  5. The expenses include the share of any jointly incurred expenses.

The Company and Subsidiaries handles assets, liabilities, revenues, and expenses related to their interests in a joint operation in according to the applicable standards.

238

The Company and Subsidiaries sell or invests assets to joint operations, profits or losses from the transaction are only recognized with the scope of equity interest other parties have in the joint operations. When the Company and Subsidiaries purchase assets from the joint operations, the share of the profit or loss is not recognized until the asset is sold to a third party.

(IX) Property, plant and equipment

Property, plant and equipment are recognized at cost initially, then measured in cost less accumulated depreciation.

Property, plant and equipment under construction are recognized at cost. Costs include professional service fees. When assets are completed and reach the expected state of use, they are classified to a suitable category under property, plant and equipment, and depreciated accordingly.

Property, plant and equipment depreciated in straight-line depreciation method. For each major part of property, plant and equipment recognized depreciation separately. The Company and Subsidiaries review estimating useful life, residual value, and depreciation method, at a minimum, at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

When derecognizing property, plant and equipment, the difference between net disposal proceeds and the book value is recognized as gains or losses.

239

(X) Investment properties

Investment properties are properties held to earn rentals.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation. Depreciation is recognized using the straight-line method.

The property of property, plant and equipment was reclassified to investment properties by carry amount at the end of self-use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

(XI) Intangible assets

1. Independently acquired

Independently acquired intangible assets with a limited useful life is initially measured at cost, and subsequently measured at cost less accumulated amortization. Intangible assets are amortized on straight-line depreciation method during their useful life. The Company and Subsidiaries review estimating useful life, residual value, and amortization method, at a minimum, at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with an indefinite useful life are listed at cost less accumulated impairment losses.

240

2. Derecognition

When derecognizing intangible assets, the difference between net disposal proceeds and the book value is recognized as gains or losses in the current year.

(XII) Impairment of property, plant and equipment, right-of-use assets, investment properties, intangible assets, and assets related to contract cost

The Company and Subsidiaries evaluate if there are any signs of impairment of property, plant and equipment, right-of-use assets, investment properties, and intangible assets on each date of balance sheet. If any signs of impairment exist, then estimate the asset's recoverable amount. If the recoverable amount cannot be estimated on an individual basis, the Company and Subsidiaries will instead estimate recoverable amounts for the cash generating unit that the asset belong. The recoverable amount of corporate assets is allocated to individual or the smallest identifiable cash generating unit with a reasonable and consistent basis.

Recoverable amounts are determined as the higher of "fair value less cost to sell" or the " value in use." If the recoverable amount of an individual asset or cash generating unit is expected to be lower than its book value, the Company will reduce the book value of the asset or cash generating unit down to the recoverable amount and recognize impairment loss to profit and loss.

Impairment losses of inventory, property, plant and equipment, and intangible assets recognized due to customer contracts are first recognized according to inventory impairment rules and the provision

241

above. Second recognizing impairment loss due to the book value of assets related to contract costs exceeding the residual considerations that can be expected to be recovered from the provision of related products or professional services minus directly related costs. The book value of contract cost related assets is then calculated in the cash generating unit to assess the impairment of the cash generating unit.

When impairment losses are reversed, the book value of the asset, cash generating unit, or contract cost related asset is increased to the revised recoverable amount. However, the increased book value may not exceed the asset, cash generating unit, or contract cost related asset's book value in the previous year before impairment loss was recognized (less depreciation or amortization). Reversal of impairment losses is listed in profit and loss.

(XIII) Financial instruments

When the Company and Subsidiaries are a party to contractual provisions of the instruments, financial assets and financial liabilities are recognized in the consolidated balance sheet.

If financial assets and financial liabilities being recognized for the first time are not designated as at fair value through profit or loss, then they are measured at fair value plus transaction costs that can be directly attributed to the acquisition or issuance of financial assets or financial liabilities. Transaction costs that can be directly attributed to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are immediately recognized as profit or loss.

242

1. Financial assets

Regular way purchase or sale of financial assets are recognized and derecognized using trade date accounting.

(1) Measurement category

Financial assets held by the Company and Subsidiaries include financial assets at fair value through profit or loss (FVTPL), financial assets at amortized cost, and equity instruments measured at fair value through other comprehensive income (FVTOCI).

A. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets for which the fair value is required to be measured through profit or loss. Financial assets required to be measured at fair value through profit or loss includes investments in equity instruments not specified by the Company and Subsidiaries to be measured at fair value through other comprehensive income, and investments in liability instruments that do not qualify to be measured at amortized cost or are measured at fair value through other comprehensive income.

For "financial assets at fair value through profit or loss," any profit or loss (including any dividends generated by the financial assets) from the remeasurement of fair value is listed in income. Please refer to Note 30 for methods for determining fair value.

243

B. Financial assets at amortized cost

Financial assets that the Company and Subsidiaries invests in are classified as financial assets at amortized cost if they meet both of the conditions below:

  • a. Held under a certain business model that aims to collect contractual cash flows from the financial asset; and

  • b. The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After recognizing financial assets at amortized cost (including cash and cash equivalents, accounts receivable (including related parties), other receivables, other financial assets, and refundable deposits), they are measured at gross carrying amount determined using the effective interest method less any impairment losses. Any foreign exchange gains or losses are recognized in profit and loss.

Except for the two situations below, interest income is calculated by multiplying the effective interest rate with the financial asset's gross carrying amount.

  • a. For purchased or originated credit-impaired financial assets, interest income is calculated by multiplying the effective interest rate after credit adjustment by the amortized cost of the financial asset.

  • b. For financial assets that subsequently become credit-impaired financial assets, interest income is

244

calculated by multiplying the effective interest rate by the amortized cost of the financial asset.

Credit-impaired financial assets mean that the issuer or debtor has encountered major financial difficulties, defaulted, may very likely declare bankruptcy or other debt restructuring, or an active market for the financial asset has disappeared due to financial difficulties.

Cash equivalents include deposit account and commercial paper with original maturities within 3 months from the date of acquisition, high liquidity, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash equivalents are used to meet short-term cash commitments.

  • C. Investments in equity instruments measured at fair value through other comprehensive income

The Company and Subsidiaries may make an irreversible decision during initial recognition to measure equity instruments, which are not held for trading and not recognized from mergers and acquisitions, at fair value through other comprehensive income.

Investments in equity instruments designated at fair value through other comprehensive income are measured at fair value, and subsequent changes to fair value are listed in other comprehensive income and accumulated in other equity. When disposing of investments, accumulated profit or loss is directly transferred to retained earnings and not reclassified as profit or loss.

245

Dividends from equity instruments designated at fair value other income are through comprehensive recognized in income when the Company and Subsidiaries are determined to have the right to receive the dividends, unless the dividends clearly represent the recovery of partial investment costs.

(2) Impairment of financial assets and contract assets

The Company and Subsidiaries evaluate the impairment loss of financial assets at amortized cost (including accounts receivable) and contract assets using expected credit losses (ECL) on each date of balance sheet.

An allowance to reduce is recognized for lifetime ECL for accounts receivables and contract assets. For other financial assets, whether or not credit risk has significantly increased after the financial asset was recognized is first evaluated. If it has not significantly increased, then an allowance to reduce is recognized for 12-month ECL. If it has significantly increased, then an allowance to reduce is recognized for lifetime ECL.

ECL is the weighted average credit loss using the risk of default as weights. 12-Month ECL is the ECL from potential default on the financial instrument within 12 months after the reporting date. Lifetime ECL is the ECL from potential default during the expected lifetime of the financial instrument.

246

For the purpose of internal credit risk management, the Company and Subsidiaries may deem a financial asset to be in default in the event of any one of the following situations without considering collateral:

  • A. There is internal or external information showing that the debtor is no longer able to repay debts.

  • B. More than 120 days late, unless there is reasonable information with evidence supporting that it is better to extend the deadline for determining default.

The impairment loss on all financial assets is recognized by lowering the book value of the allowance account.

(3) Derecognition of financial assets

The Company and Subsidiaries derecognize financial assets when the contractual rights to the cash inflow from the financial asset are terminated or when the Company transfers the financial assets with substantially all the risks and rewards of ownership to other enterprises.

When derecognizing a financial asset at amortized cost, the difference between book value and consideration received is recognized in gains or losses. When derecognizing investments in equity instruments at fair value through other comprehensive income, accumulated profit or loss is directly transferred to retained earnings and not reclassified as profit or loss.

247

2. Equity instruments

Equity instruments issued by the Company and Subsidiaries are recognized at the price amount obtained less the direct issue costs.

3. Financial liabilities

  • (1) Subsequent measurement

Financial liabilities are measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

When a financial liability is derecognized, difference between it’s carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) is recognized in profit or loss.

(XIV) Hedge accounting

The Company and Subsidiaries engage in cash flow hedges using designated hedging tools (including non-derivative tools for avoiding exchange rate risk). Cash flow hedges are used for hedging against exchange rate risks of firm commitments.

The effective portion of gains and losses on derivatives that are designated and qualified as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

248

When a hedged item is recognized as profit or loss, the amount originally recognized in other comprehensive income will be reclassified to profit or loss in the same accounting period, and recognized under hedged items in the Consolidated Statement of Comprehensive Income. However, if a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and are included in the initial cost of the non-financial asset or non-financial liability.

The Company and Subsidiaries only extend or suspend hedge accounting when the hedging relationship no longer meets the criteria of hedge accounting. This includes the maturity, sale, termination, or exercise of hedging tools. The amount already recognized in other comprehensive income during the effective period of the hedge is still recognized in equity before the expected transaction occurs. When the expected transaction is no longer expected to occur, the amount originally recognized in other comprehensive income will be immediately recognized in profit or loss.

(XV) Provision

The amount recognized as provision gives considers to the risk and uncertainty of obligations. It represents the best estimate of the cash outlay needed to settle obligations on the date of balance sheet. Provision is measured at the discounted cash flow required to settle obligations.

249

1. Onerous contracts of projects

When the Company and Subsidiaries expect that unavoidable costs of fulfilling obligations of a construction contract will exceed the economic benefits expected to be obtained from the contract, the present obligation of the project's onerous contract is recognized as a provision. When evaluating whether a contract is lossing, the contract cost includes both incremental cost and other allocated direct costs.

2. Decommissioning and maintenance reserve

When equipment maintenance reserve is recognized as an expense in the current year according to commercial practices, and there is new information that makes it necessary to revise previous estimates, a change in accounting estimate is made to adjust the profit or loss in the current year. When maintenance costs are paid, the equipment maintenance reserve is first offset, and any shortfall is recognized as an expense in the current year.

(XVI) Revenue recognition

After the Company and Subsidiaries identify its contractual obligations with each customer, it allocates the transaction price to each contractual obligation, and then recognizes revenue when each contractual obligation is fulfilled.

1. Sale of goods

Sales revenue is recognized when the Company and Subsidiaries fulfill contractual obligations by transferring goods to the

250

customer (in principle, when the goods are shipped for domestic sales and when the goods are loaded on to the ship for exports).

Sales revenue is measured at the fair value of considerations (after commercial discounts and quantity discounts) agreed to by the Company and Subsidiaries with customers. For contracts in which the transfer of goods and collection of consideration is less than one year apart, the trading price of its significant financing component is not adjusted.

2. Construction revenue

Revenue from construction contracts is gradually recognized by the Company and Subsidiaries in the construction process. The costs incurred by construction are directly related to the fulfillment of contractual obligations, so the Company and Subsidiaries estimate progress based on the ratio of actual costs to the estimated total project cost. The Company and Subsidiaries gradually recognize contract assets in the construction process, and list them under accounts receivable when an invoice is issued. If the construction payment collected exceeds the amount recognized in revenue, the difference is recognized in contract liabilities. Pursuant to the terms and conditions of contracts, the purpose of construction retainage is to ensure that the Company and Subsidiaries complete all contractual obligations, and is recognized as a contract asset before the Company and Subsidiaries complete contract performance.

251

3. Provision of labor services

Revenue from the provision of labor services according to a contract is recognized according to the progress of contract completion.

(XVII) Lease

On the date a contract is formed, the Company and Subsidiaries evaluate if the contract is (or includes) a lease.

Where the Company and Subsidiaries is the lessee

Except for low value asset leases and short-term leases, for which lease payments are recognized as expenses on a straight-line basis over the lease tenor, other leases are all recognized as right-of-use assets and lease liabilities from the start date of the lease.

Right-of-use assets are initially measured at cost (including the original amount of lease liabilities), and are subsequently measured at cost less accumulated depreciation and accumulated impairment loss, with adjustments made to the remeasurement of lease liabilities. Right-of-use assets are independently presented in the consolidated balance sheet.

Depreciation of right-of-use assets is recognized on a straight-line basis from the start date of the lease until the expiry of its useful life or lease tenor, whichever is earlier.

Lease liabilities (including fixed payments and variable lease payments determined by an index or rate) are initially measured at the present value of lease payments. If the interest rate implicit

252

in a lease is easy to determine, then lease payments will be discounted using the interest rate. If the interest rate is not easy to determine, then the lessee's incremental borrowing rate of interest is used.

In subsequent periods, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is recognized over the lease term. If there is a change to the lease tenor or the index or fee rate used to determine lease payments that results in a change in future lease payments, the Company and Subsidiaries will remeasure lease liabilities and adjust corresponding right-of-use assets. However, if the carrying amount of right-of-use assets has been reduced to zero, then the remaining remeasurement amount will be recognized in profit or loss. Lease liabilities are independently presented in the consolidated balance sheet.

Where the Company and Subsidiaries are the lessor

Proceeds received for an operating lease are recognized as income on a straight-line basis over the lease tenor. All initial and direct costs incurred in relation to the negotiation and arrangement of operating leases are added to the book value of the lease asset, and recognized as gains using the straight-line basis over the lease tenor. Under an operating lease agreement, contingent rent is recognized as gains in the year of occurrence.

(XVIII) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assests, until such time as the assets are substantially ready for their intended

253

use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All borrowing costs other than those stated above are recognized in profit or loss in the period in which they are incurred.

(XIX) Employee benefits

1. Short-term employee benefits

Short-term employee benefits-related liabilities are measured at the undiscounted amount of the benefits expected to be paid in exchange for employee services.

2. Post-employment benefit

For defined contribution plans, pension contributions made by the Company over the course of employment are listed as expenses; the cost of defined benefits (including service cost, net interest, and number of remeasurement) for defined benefit plans is calculated using the projected unit credit method. Service costs (including service costs in the current year) and net interest accrued on net defined benefit liabilities are recognized as employee benefit expenses when they occur. The number of remeasurement (including calculation of income and losses and return on assets of the plans less interest) is recognized in other comprehensive income when it occurs and listed in retained earnings, and is not reclassified to profit or loss.

254

Net defined benefit liability is the deficit of contributions to defined benefit plans.

(XX) Income tax

Income tax expense is the sum of current income tax and deferred income tax.

1. Current income tax

The Company and Subsidiaries determines current income (loss) according to the regulations enacted by each income tax reporting jurisdiction, and calculates the income tax payable (recoverable) on this basis.

Income tax on undistributed earnings is calculated in accordance with the Income Tax Act and recognized in the year the resolution is adopted by the shareholders' meeting.

An adjustment to the income tax payable in the previous year is listed as the current income tax.

2. Deferred income tax

Deferred income tax is calculated based on the temporary difference between the book value of assets and liabilities from the taxable income that was calculated. Deferred income tax liabilities are generally recognized based on the taxable temporary difference, and deferred income tax assets are recognized when there is likely to be taxable income to offset the temporary difference.

255

Taxable temporary differences relating to subsidiaries and associates are recognized as deferred income tax liabilities, except in cases where the Company and Subsidiaries are able to control the timing of which temporary differences are reversed, and that such temporary differences are highly unlikely to reverse in the foreseeable future. Deductible temporary differences relating to these investments are recognized as deferred income tax assets only to the extent that sufficient taxable income can be earned to offset the temporary differences, and that reversal is expected to occur in the foreseeable future.

The book value of deferred income tax assets is reexamined on each date of balance sheet, and the book value is reduced if it is not very likely there will be sufficient taxable income to recover all or a part of the assets. Those that were not recognized as deferred income tax assets are also reexamined on each date of balance sheet, and the book value is increased if it is very likely there will be sufficient taxable income to recover all or a part of the assets.

Deferred income tax assets and liabilities are measured using the tax rate in the year in which liabilities are expected to be paid off or assets are expected to be realized. The tax rate is based on the tax rate and tax law that has been enacted or substantially enacted on the date of balance sheet. The measurement of deferred income tax liabilities and assets reflects on the tax effects of the ways the Company expects to recover or pay off the book value of its assets or liabilities on the date of balance sheet.

256

3. Current and deferred income tax

Current and deferred income tax are recognized in profit or loss, except for items that are bound to be recognized under other comprehensive income or directly as other equity items.

5. Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company and Subsidiaries accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The management will continuously review the estimates and underlying assumptions when developing significant accounting estimates in the Company.

Key Sources of Estimation Uncertainty

Construction contracts

Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

257

The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts.

6. Cash and cash equivalents

December 31,2023 December 31,2023 December 31,2022 December 31,2022
Cash on hand $ 1,413 $ 1,491
Checking accounts and demand deposits 181,218 220,768
Cash equivalents (investments with
original maturities of less than 3 months)
Commercial papers 270,000 800,000
Time deposits 98,103 136,870
$ 550,734 $ 1,159,129
7.
Financial instruments at fair value
through profit or loss
December 31,2023 December 31,2022
Current
Mandatorily measure at FVTPL
Non-derivative financial assets
Emerging market shares in Taiwan $ 85,081 $ 94,311

Noncurrent
Mandatorily measure at FVTPL
Non-derivative financial assets –
Unlisted shares in Taiwan $ 31,880 $ 32,207
8.
Financial instruments at fair value
through other comprehensive income
December December
31,2023 31,2022
Current
Equity instrument investments
Listed shares $ 31,050 $ -

258

December December
31,2023 31,2022
Noncurrent
Equity instrument investments
Foreign investments – Unlisted shares $ 124,976 $ 102,782
9.
Notes, Accounts receivable and other receivables
December 31,2023 December 31,2022
Notes receivable
Measured at amortized cost $ -$ 43

Accounts receivable (including related
parties)
Measured at amortized cost $ 646,129 $ 905,035
Less: Loss allowance 1,037 771
$ 645,092 $ 904,264

Other receivables
Interest receivable $ 54,239 $ 27,857
Others 3,647 212
$ 57,886 $ 28,069

(I) Accounts receivable

The Company and Subsidiaries' accounts receivable are measured at amortized cost. The Company and Subsidiaries' make prudent assessment of their customers. The counterparties are creditworthy companies; as a result, the significant credit risk is unexpected. The Company and Subsidiaries' continue to manage the financial condition and entire credit risk of their customers, and obtain sufficient collateral if needed to mitigate the risk of financial loss from late payment.

The Company and Subsidiaries' continue to monitor the collection of receivables to ensure that proper actions are made to collect past due receivables. Additionally, the Company and Subsidiaries' review the

259

recoverable amount of receivables one by one on the balance sheet date to ensure that proper allowances are recognized for unrecoverable receivables.

The expected credit losses on accounts receivable are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and direction of economic conditions at the reporting date.

The Company and Subsidiaries' write off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company and Subsidiaries' continue to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of accounts receivable based on the impaired aging analysis.

December 31,2023

December 31,2023
Not Past
Due
1 to 30
Days
31 to 60
Days
61 to 365
Days
Over 365
Days
Total
Gross carrying amount $ 635,531 $ 221 $ 11 $ 10,366 $ - $ 646,129
Loss allowance (Lifetime
ECL) - - - (1,037) - (1,037)
Amortized cost $ 635,531 $ 221 $ 11 $ 9,329 $ - $ 645,092

December 31,2022
Not Past
Due
1 to 30
Days
31 to 60
Days
61 to 365
Days
Over 365
Days
Total
Gross carrying amount $ 733,091 $ 63 $ 171,153 $ - $ 771 $ 905,078
Loss allowance (Lifetime
ECL) - - - - (771) (771)
Amortized cost $ 733,091 $ 63 $ 171,153 $ - $ - $ 904,307

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The movements of the loss allowance of accounts receivable were as follows:

2023 2022
Balance, beginning of the year $ 771 $ -
Recognition 1,072 752
Written off (772) -
Effect of foreign currency exchange
difference
(34) 19
Balance, end of the year $ 1,037 $ 771

(II) Other receivables

The Company and Subsidiaries estimate the unrecoverable amount based on its historical experience and analysis of current financial position, and allocates an allowance to reduce accordingly.

There was no loss provision balance as at December 31, 2023 and 2022.

10. Inventory

December 31,2023 December 31,2022
Raw materials $
4,712
$ 4,595
Supplies 1,601 322
Finished goods 6,992 14,739
$
13,305
$ 19,656

The cost of inventories recognized as operating costs for the years ended December 31, 2023 and 2022 were NT$108,226 thousand and NT$86,363 thousand, respectively, including reversal of loss on inventory NT$120 thousand and loss on inventory NT$4,243 thousand, respectively. Reversal of loss on inventory was mainly due to the impact of price fluctuations in the market.

261

11. Investments recognized under the equity method

December 31,2023 December 31,2022
Material associates
China
Steel
Machinery
Corporation
(CSMC)
$ 558,730 $ 529,821
CSC Solar Corporation (CSCSOLAR)
293,643
280,240
852,373
810,061
Associates that are not individually material
212,093
225,446
$ 1,064,466 $ 1,035,507
(I)
Material associates
Shareholding and voting rights
(%)
Name of
Associate
Main Businesses
Principal place
of business
December 31,
2023
December 31,
2022
CSMC
Production
and
sales
of
machinery
and
equipment,
such
as
steel
equipment,
railway
vehicles,
transportation equipment, and
power generators
Kaohsiung
City
26.02
26.02
CSCSOLAR
Solar power generation
Kaohsiung
City
20
20
December 31,2023 December 31,2022
Material associates
China
Steel
Machinery
Corporation
(CSMC)
$ 558,730 $ 529,821
CSC Solar Corporation (CSCSOLAR)
293,643
280,240
852,373
810,061
Associates that are not individually material
212,093
225,446
$ 1,064,466 $ 1,035,507
(I)
Material associates
Shareholding and voting rights
(%)
Name of
Associate
Main Businesses
Principal place
of business
December 31,
2023
December 31,
2022
CSMC
Production
and
sales
of
machinery
and
equipment,
such
as
steel
equipment,
railway
vehicles,
transportation equipment, and
power generators
Kaohsiung
City
26.02
26.02
CSCSOLAR
Solar power generation
Kaohsiung
City
20
20
December 31,2022 December 31,2022
December 31,
2023
26.02
20
December 31,
2022
26.02
20

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Corporation for equity accounting purposes.

CSMC

CSMC
December 31,2023 December 31,2022
Current assets $
3,862,592
$
3,776,675
Noncurrent assets 1,296,783 1,367,849
Current liabilities (2,842,659) (2,836,946)
Noncurrent liabilities (169,407) (271,372)
Equity $
2,147,309
$
2,036,206
Proportion of the Corporation and its
subsidiaries ownership (%)
26.02 26.02

262

December 31,2023 December 31,2022

Equity attributable to the Corporation and its subsidiaries (carrying amount of the investment)

Equity attributable to the Corporation
and its subsidiaries (carrying amount of
the investment) $
558,730
$ 529,821
2023 2022
Operating revenue $
5,511,709
$ 6,106,697
Net profit for the year $
391,776
$ 293,158
Other comprehensive income (1,991) 50,197
Total comprehensive income $
389,785
$ 343,355
CSCSOLAR
December 31,2023 December 31,2022
Current assets $
167,577
$ 148,887
Noncurrent assets 4,154,301 4,122,408
Current liabilities (950,131) (969,251)
Noncurrent liabilities (1,402,628) (1,393,073)
Equity $
1,969,119
$ 1,908,971
Proportion of the Corporation and its
subsidiaries ownership (%)
20 20
Equity attributable to the Corporation
and its subsidiaries
$
393,824
$ 381,794
Unrealized gains or losses resulting
from transactions (100,181) (101,554)
Carrying amount of the investment $
293,643
$ 280,240
2023 2022
Operating revenue $
527,517
$ 482,647
Net profit for the year $
116,446
$ 121,014
Other comprehensive income 4,742 (2,380)
Total comprehensive income $
121,188
$ 118,634

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(II) Aggregate information of associates that are not individually material

2023 2022
The Company and its subsidiaries’ share
of
Net profit for the year $ 2,908 $ 11,392
Other comprehensive income (3,562) (18,564)
Total comprehensive income $ (654)$ (7,172)

The Company held more than 20% of the shares with its parent company CSC and fellow subsidiaries are accounted for using the equity method.

Refer to Table 5 “Information on Investees” and Table 6“Information on Investments in Mainland China” for the nature of business, principal place of business, and country of registration of the investees above.

12. Hedging financial assets and other financial assets

December 31,2023 December 31,2022
Financial assets for hedging- current
Time deposits $
825,449 $
654,994
Demand deposits 103,811 329,548
$
929,260 $
984,542

The Company and Subsidiaries purchases foreign currency bank deposits to pay for materials purchased from other countries for construction projects, in order to lower the cash flow risk generated by exchange rate fluctuations. Please refer to Note 30.

December 31,2023 December 31,2022
Other financial assets – current
Time deposits with original maturities
more than 3 months
$
516,940
$
652,621
Restricted bank deposits (Note 32) 4,708 251,553
$
521,648
$
904,174

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December 31,2023 December 31,2022
Other financial assets – noncurrent
Time deposits $
239,267
$
87,462
13.
Other current assets
December 31,2023 December 31,2022
Prepaid sales tax and excess VAT paid $
85,866
$
90,881
Advance payments 45,347 43,205
Temporary payments 37,573 57,968
Refundable deposits 19,824 24,876
Others 6,993 94
$
195,603
$
217,024

14. Joint control operations

Since March 2004, the Company and jointly contracted were contracted to jointly operate and maintain water treatment equipment of Chengcing Lake water treatment plant for a 15-year period until February 2019. The Company obtained a new contract to February 2022, and according to the agreement in the contract the performance period was extended to February 2025. According to the contract, operation and maintenance work should be jointly controlled and operated by both parties. The assets, liabilities, revenue and costs related to this project are shared by the Company (51%) and foreign contractor (49%). A bank account for working capital was opened in the Company's name.

Items handled by the contractor include:

December 31,2023 December 31,2022
Demand deposits $
92,747
$
111,491
Temporary receipts (funds collected on
behalf of the joint company) $
42,613
$
46,586

As of December 31, 2023 and 2022, the bank has provided Taiwan Water Corporation with a performance guarantee of NT$51,000 thousand.

265

The Company recognized the following amounts of assets, liabilities, revenue, and costs of joint operations in the consolidated financial statements:

(1) Assets

(1) Assets
December 31,2023 December 31,2022
Demand deposits $
47,301
$
56,860
(2) Liabilities
December 31,2023 December 31,2022
Contract liabilities (including
current and noncurrent) $
18,708
$
-
Other payables (Note 20) 12,787 19,648
Provision (including current and
noncurrent) - 18,198
$
31,495
$
37,846
(3) Revenues and costs
2023 2022
Operating revenue $
134,960
$
158,116
Operating costs 130,387 136,761
Gross profit $
4,573
$
21,355
  1. Property, plant and equipment

  2. (I) Changes in costs and accumulated depreciation are as follows:

2023

2023
Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Cost
Balance at January 1 $ 205,627 $
96,469 $

99,721 $

6,619 $

63,113 $

43,360 $
5,031 $ 519,940
Additions - - 9,974 1,511 4,652 10,145 279,808 306,090
Disposals - - (3,972) (738) - (6,963) - (11,673)
Reclassify - - - - - - 131 131
Effect of foreign currency
exchange differences - - - - (155) (1) - (156)
Balance at December 31 $ 205,627 $
96,469 $

105,723 $

7,392 $

67,610 $

46,541 $
284,970 $ 814,332

Accumulated
depreciation
Balance at January 1 $ - $
50,680 $

58,693 $

5,436 $

59,933 $

34,648 $
- $ 209,390
Depreciation - 2,076 8,345 397 3,374 6,066 - 20,258
Disposals - - (3,291) (738) - (6,960) - (10,989)

266

2023

2023
Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Effect of foreign currency
exchange differences - - - - (7) (1) - (8)
Balance at December 31 $ - $
52,756 $

63,747 $

5,095 $

63,300 $

33,753 $
- $ 218,651
Carrying amount at
December 31 $ 205,627 $
43,713 $

41,976 $

2,297 $

4,310 $

12,788 $
284,970 $ 595,681
2022
Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Cost
Balance at January 1 $ 529,148 $
96,469 $

117,977 $

6,667 $

63,113 $

42,962 $
500 $ 856,836
Additions - - 7,473 - - 4,895 4,531 16,899
Disposals - - (25,729) (48) - (4,501) - (30,278)
Reclassify to investment
property (323,521) - - - - - - (323,521)
Effect of foreign currency
exchange differences - - - - - 4 - 4
Balance at December 31 $ 205,627 $
96,469 $

99,721 $

6,619 $

63,113 $

43,360 $
5,031 $ 519,940

Accumulated
depreciation
Balance at January 1 $ - $
48,563 $

77,171 $

5,040 $

55,395 $

34,543 $
- $ 220,712
Depreciation - 2,117 7,251 444 4,538 4,602 - 18,952
Disposals - - (25,729) (48) - (4,501) - (30,278)
Effect of foreign currency
exchange differences - - - - - 4 - 4
Balance at December 31 $ - $
50,680 $

58,693 $

5,436 $

59,933 $

34,648 $
- $ 209,390
Carrying amount at
December 31 $ 205,627 $
45,789 $

41,028 $

1,183 $

3,180 $

8,712 $
5,031 $ 310,550

(II) Useful life

The following items of property, plant and equipment are depreciated on a straight-line basis over the following useful lives:

Buildings
Main building 35-55 years
Renovation 10 years
Machinery and equipment 3-10 years
Transportation equipment 3-10 years
Leasehold improvements 4-10 years
Other equipment 3-10 years

267

16. Lease agreement

(I) Right-of-use assets

December 31,2023 December 31,2022
Right-of-use assets
Land $
3,383
$
10,150
Buildings 65,052 71,554
Machinery 572 1,000
Transportation equipment 16,531 12,897
$
85,538
$
95,601
2023 2022
Additions to right-of-use assets $
28,833
$
34,272
Depreciation charge for right-of-use
assets
Land $
6,766
$
6,766
Buildings 21,448 20,077
Machinery 428 428
Transportation equipment 9,146 8,151
$
37,788
$
35,422

Except for the additions and depreciation charge above, there was no significant sub-lease and impairment of the Company and Subsidiaries' right-of-use assets in 2023 and 2022.

(II) Lease liabilities

December 31,2023 December 31,2022
Carrying amounts of Lease liabilities
Current $
34,050
$ 38,633
Non-current $
50,932
$ 56,936

The annual discount rate (%) of lease liabilities was as follows:

Land December 31,2023
0.56
December 31,2022
0.56

268

Buildings
Machinery
Transportation equipment
December 31,2023
0.56-1.71
0.57
0.56-1.68
December 31,2022
0.56-1.71
0.57
0.56-1.68

(III) Important lease activities and clauses

The Company leased factories, land, and offices for operations from non-related parties Pwu Diing Enterprise Co., Ltd., You Cheng Enterprise Co., Ltd., Port of Taichung, and Jye Chi Corporation, and the parent company CSC with a lease period of 3-10 years. Subsidiaries CEVC and Xiamen Mao Yu Import and Export Trading Ltd. leased offices for operations from non-related parties in Vietnam and China Xiamen for 5 years.

(IV) Other lease information

2023 2022
Expenses relating to short-term leases and
low-value asset leases $ 11,918 $ 10,984
Expenses relating to variable leases payments not
included in the measurement of lease liabilities $ 2,321 $ 1,446
Total cash outflow for leases $ 53,783 $ 47,066

For buildings and transportation equipments which qualify as short-term leases and as low-value asset leases, the Company and Subsidiaries have elected to apply the recognition exemption and thus did not recognize right-of-use assets and lease liabilities for these leases.

For the agreement of the Company to lease its own investment properties, please refer to Note 17.

269

17. Investment propertieies

December 31,2023 December 31,2022 Land $ 323,521 $ 323,521

The fair value of investment property on December 31, 2023 was NT$361,000 thousand. The fair value has not been evaluated by an independent evaluator, but was measured by the company's management with reference to market evidence of similar real estate transaction prices using level 3 input values.

Future minimum leases for operating leases had been fully charged.

The investment property is ownd by the Company.

For the leased transactions to related parties, please refer to Note 31.

18. Borrowings

December 31,2023 December 31,2022 December 31,2023 December 31,2022
Unsecured loans $
100,000 $
-
Interest rate (%) 1.66 -
19. Accounts payable

The Company and Subsidiaries’ accounts payable (including related parties) are all incurred due to business operations, and the Company and Subsidiaries do not provide collateral to creditors for accounts payable (including related parties).

The Company and Subsidiaries established a financial risk management policy to ensure all payables are repaid within the credit period agreed to in advance, hence interest does not need to be added.

270

Accounts payable include construction retainage in construction contracts. Interest is not accrued on construction retainage, and is paid after the retention period of the construction contract ends. The retention period is the normal business cycle of the Company and Subsidiaries, and usually exceeds 1 year.

20. Other liabilities

December 31,2023 December 31,2022
Current
Other payables
Salaries and bonus $
515,319 $

475,533
Compensation of employees and
remuneration of directors 28,331 31,355
Equipment operation and maintenance
expenses (Note 14) 12,787 19,648
Business tax - 33,552
Others 47,631 31,723
$
604,068 $

591,811
Other current liabilities
Temporary receipts $
44,246 $

48,229
Collections for third parties 29,282 25,911
Refund liabilities 14,952 23,815
Others 4,860 4,860
$
93,340 $

102,815
21.
Provision
December 31,2023 December 31,2022
Current
Onerous contracts $
8,862 $

18,503
Decommissioning and maintenance reserve - 17,105
$
8,862 $

35,608
Non-current
Decommissioning and maintenance reserve $
- $

41,418

271

Decommissioning
Onerous and maintenance
contracts reserve Total
Balance at January 1,2023 $ 18,503 $
58,523 $
77,026
Recognized (Reversal) 8,505 (3,413) 5,092
Paid (18,137) (8,086) (26,223)
Reclassify - (47,024) (47,024)
Effect of foreign currency
exchange differences (9) - (9)
Balance at December 31,2023 $ 8,862 $
- $
8,862
Balance at January 1,2022 $ 23,919 $
53,358 $
77,277
Recognized 2,200 27,950 30,150
Paid (7,637) (22,785) (30,422)
Effect of foreign currency
exchange differences 21 - 21
Balance at December 31,2022 $ 18,503 $
58,523 $
77,026
  1. Post-employment benefit

(I) Defined contribution plan

The Company adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Based on the LPA, the Company makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. Furthermore, overseas subsidiaries make pension contributions according to local laws and regulations, which are classified as a defined contribution plan.

(II) Defined benefit plan

The Company adopted the defined benefit plan under the Labor Standards Law, under which pension benefits are calculated on the

272

basis of the length of service and average monthly salaries of the six months before retirement. The Company makes contributions, equal to a certain percentage of total monthly salaries, to a pension fund, which is deposited in the Bank of Taiwan in the name of and administered by the pension fund monitoring committee. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the Bureau); the Company has no right to influence the investment policy and strategy.

The amount of defined benefit plans included in the consolidated balance sheet is as follows:

December 31,2023 December 31,2022
Present value of defined benefit obligation $
626,653 $

605,305
Fair value of plan assets (474,885) (449,665)
Net defined benefit liabilities $
151,768 $

155,640

Movements of net defined benefit liabilities were as follows:

Present value
of defined Net defined
benefit Fair value of benefit
obligation plan assets liabilities
Balance at January 1,2023 $ 605,305 $ (449,665)$ 155,640
Service cost
Current service cost 9,420 - 9,420
Interest expense (income) 9,080 (6,919) 2,161
Recognized in profit or loss 18,500 (6,919) 11,581

273

Present value
of defined Net defined
benefit Fair value of benefit
obligation plan assets liabilities
Remeasurement
Return
on
plan
assets
(excluding amounts included
in net interest) - (2,596) (2,596)
Actuarial loss - changes in
financial assumptions 13,958 - 13,958
Actuarial loss - experience
adjustments 745 - 745
Recognized in other
comprehensive income 14,703 (2,596) 12,107
Benefits paid (11,855) 7,436 (4,419)
Contributions from the
employer - (23,141) (23,141)
Balance at December 31,2023 $ 626,653 $ (474,885)$ 151,768
Balance at January 1,2022 $ 618,862 $ (355,199)$ 263,663
Service cost
Current service cost 11,073 - 11,073
Interest expense (income) 3,067 (1,784) 1,283
Recognized in profit or loss 14,140 (1,784) 12,356
Remeasurement
Return on plan assets
(excluding amounts included
in net interest) - (24,402) (24,402)
Actuarial gain - changes in
financial assumptions (16,455) - (16,455)
Actuarial loss - experience
adjustments 14,718 - 14,718
Recognized in other
comprehensive income (1,737) (24,402) (26,139)
Benefits paid (25,960) 16,098 (9,862)

274

Present value
of defined Net defined
benefit Fair value of benefit
obligation plan assets liabilities
Contributions from the
employer - (84,378) (84,378)
Balance at December 31,2022 $ 605,305 $
(449,665)$
155,640
Summary of defined benefit plans recognized in profit or loss by
function:
2023 2022
Summary by function
Operating costs $ 9,407 $ 9,204
Selling expenses 336 445
Administrative expenses 1,778 2,649
R&D expenses 60 58
$ 11,581 $ 12,356

Summary of defined benefit plans recognized in profit or loss by function:

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

1. Investment risks

The Bureau of Labor Funds (BLF), Ministry of Labor (MOL) invests the labor pension fund in domestic (overseas) equity securities, bonds, and bank deposits at its own discretion and through mandated investments. However, the distributable amount of assets may not be lower than gains calculated using the interest rate for 2-year time deposits at local banks.

275

2. Interest rate risk

A decrease in government bond interest rate will cause the present value of defined benefit liabilities to increase. However, this will be partially offset by an increase in the return on the plan’s debt investments.

3. Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligations were carried out by qualified actuaries. The principal assumptions used for the purposes of the actuarial valuations were as follows:


Discount rate (%)
Estimated salary growth
rate (%)
Mortality rate
Employee turnover rate
(%)
Disability rate
December 31,2023
1.250
3.500
Sixth
Taiwan
Standard
Ordinary
Experience
Mortality Table
0-4.0
10% of mortality
rate
December 31,2022
1.500
3.500
Sixth
Taiwan
Standard
Ordinary
Experience
Mortality Table
0-4.0
10% of mortality
rate

276

If a reasonable change to a significant actuarial assumption occurs while all other assumptions remain the same, the amount of increase (decrease) in the present value of defined benefit liabilities is as follows:

December December
31,2023 31,2022
Discount rate
0.25% increase $ (13,958)$ (14,391)
0.25% decrease $ 14,418 $ 14,888
Expected rate of salary
increase
0.25% increase $ 13,891 $ 14,371
0.25% decrease $ (13,521)$ (13,967)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

December December
31,2023 31,2022
The expected contributions to the
plan for the next year $ 18,842 $ 23,289
The average duration of the
defined benefit obligation
8.8 years 9.6 years
  1. Asset and liability maturity analysis

Assets and liabilities of the Company and Subsidiaries related to environmental protection projects are divided into current and noncurrent based on business cycle. Accounts are listed by amount expected to be collected or paid within 1 year or longer than 1 year after the balance sheet date:

277

Within 1 Year Over 1 Year Total
December 31,2023
Assets
Contract assets-current $ 1,250,470 $ 24,413 $ 1,274,883
Accounts receivable
(including related parties) 645,092 - 645,092
Restricted bank deposits -
recognized in other
financial assets 521,298 350 521,648
Refundable deposits -
recognized in other
current assets 19,824 - 19,824
$ 2,436,684 $ 24,763 $ 2,461,447
Liabilities
Contract liabilities -
current $ 1,055,878 $ - $ 1,055,878
Accounts payable
(including related parties) 817,499 54,462 871,961
Provisions - current 2,367 6,495 8,862
Refund liabilities-current
- recognized in other
current liabilities 8,385 6,567 14,952
$ 1,884,129 $ 67,524 $ 1,951,653
Within 1 Year Over 1 Year Total
December 31,2022
Assets
Contract assets-current $ 351,848 $ 138,745 $ 490,593
Notes receivable 43 - 43
Accounts receivable
(including related parties) 904,264 - 904,264
Restricted bank deposits -
recognized in other
financial assets 251,203 350 251,553
Refundable deposits -
recognized in other
current assets 16,095 8,781 24,876
$ 1,523,453 $ 147,876 $ 1,671,329

278

Within 1 Year
Over 1 Year
Total
Liabilities
Contract liabilities -
current
$ 1,276,621 $ 337,021 $ 1,613,642
Accounts payable
(including related parties)
626,664
56,656
683,320
Provisions - current
15,425
3,078
18,503
Refund liabilities-current
- recognized in other
current liabilities
16,143
7,672
23,815
$ 1,934,853 $ 404,427 $ 2,339,280
24.
Equity
(I)
Capital – common stock
December 31,2023
December 31,2022
Number of shares authorized (in
thousands)
220,000
220,000
Authorized capital
$ 2,200,000
$ 2,200,000
Number of shares issued and fully
paid (in thousands)
123,743
123,743
Issued capital
$ 1,237,426
$ 1,237,426
Over 1 Year Total
$ 1,613,642

683,320

18,503

23,815
$ 2,339,280
December 31,2022
220,000

The Company's common shares have a face value of NT$10. Each share is entitled to one voting right and the right to receive dividends.

(II) Capital surplus

December 31,2023 December 31,2022 May be used to offset deficit, distribute cash or transfer to share capital (see Note below) Additional paid-in capital $ 628,364 $ 628,364 Ma be used to offset deficit onl y y Gains on the disposal of fixed assets 10 10

10

279

December 31,2023 December 31,2022 December 31,2022
Adjustment from changes in equity of
associate for using equity method
255 -
265 10
$
628,629
$ 628,374

Note: The capital surplus could be used to offset a deficit and distribute as cash dividends or transfer to capital when the Company has no deficit (limited to a certain percentage of the Company’s paid-in capital).

  • (III) Retained earnings and dividend policy

Pursuant to the Articles of Incorporation, if there is a profit after year-end closing, after compensating for losses of previous years, it shall be distributed in the following order:

  1. Appropriate 10% as the legal reserve, until the aggregate amount has reached the Company's paid-in capital.

  2. Set aside or reverse a special reserve depending on operating needs and regulatory requirements.

  3. Where there are still distributable earnings, the board of directors shall then submit an earnings distribution proposal to the shareholders’ meeting for approval.

The Company is in a high-tech engineering market with stable growth and also develops diverse strategies at the same time. The Company also expands the business operating foundation in the development of investment plans, including environmental protection and energy etc. During the formulation of the proposal for distribution of earnings by the board of directors, it is necessary to consider the stability of dividends. Except when there is need for capital, the earnings distributed each year shall account for more than 50 percent of the

280

distributable earnings, and where the shareholders' cash dividend shall not be less than 10 percent of the shareholders' dividend.

The legal reserve may be used to offset losses. When the Company does not have any losses, the amount of legal reserve that surpasses 25% of paid-up capital may be capitalized and may also be distributed to shareholders in cash.

The Company passed the 2022 and 2021 earnings distribution in the annual general meeting in June 2023 and 2022, respectively:

Appropriation of Appropriation of Dividend Per Share Dividend Per Share
Earnings (NT$)
2022 2021 2022 2021
Legal reserve $ 54,583 $ 39,760
Reversal special reserve (56,639) (39,172)
Cash dividends 371,228 321,731 $
3.0 $
2.6
$ 369,172 $ 322,319

The Company passed the 2023 earnings distribution in the Board meeting in February 2024:

Appropriation of Dividend Per Share
Earnings (NT$)
Legal reserve $ 55,102
Special reserve 29,604
Cash dividends 408,350 $ 3.3
$ 493,056

The appropriations of earnings for 2023 are subject to the resolution of the shareholder’s meeting to be held in June 2024.

281

(IV) Other equity items

  1. Exchange differences on translating foreign operations
2023 2022
Balance, beginning of the year $ (54,745)$ (103,630)
Recognized during the year
Exchange differences arising
from translating foreign
operations (29,340) 57,026
Share from associates
accounted for using the equity
method 1,943 3,264
Income tax relating to exchange
differences arising on
translating the net assets of
foreign operations 5,868 (11,405)
Other comprehensive income
(loss) recognized in the year (21,529) 48,885
Balance, end of the year $ (76,274)$ (54,745)
2. Unrealized gains and losses on financial assets at fair value
through other comprehensive income
2023 2022
Balance, beginning of the year $ 38,087 $ 80,844
Recognized during the year
Unrealized gains and losses -
equity instruments 24,192 (29,286)
Share from associates
accounted for using the equity
method (3,154) (19,292)
Income tax effect (4,439) 5,857
Other comprehensive income
(loss) recognized in the year 16,599 (42,721)

282

2023 2022
Cumulative unrealized gains and
losses of equity instruments
transferred to retained earnings
due to disposal (5,819) (36)
Balance, end of the year $ 48,867 $ 38,087
3.
Gains and losses on hedging
instrument
2023 2022
Balance, beginning of the year $ 16,994 $ (33,853)
Recognized during the year
Profit or loss from changes in
fair value of hedging tools –
Exchange rate risk 2,438 4,557
Share from associates
accounted for using the equity
method 321 4,059
Income tax effect (488) (911)
Reclassification adjustment
Profit or loss from changes in
fair value of hedging tools –
Exchange rate risk (26,828) 53,928
Income tax effect 5,366 (10,786)
Other comprehensive income
(loss) recognized in the year (19,191) 50,847
Balance, end of the year $ (2,197)$ 16,994
  1. Revenues

The Company and Subsidiaries' operating revenues on the Consolidated Statement of Comprehensive Income are all from contracts with customers, and have been divided according to economic factors.

(I) Contract balance

283

December December January
31,2023 31,2022 1,2022
Notes and accounts receivable
(including related parties) $ 645,092 $ 904,307 $ 799,148
Contract assets-current
Construction contracts $ 1,274,883 $ 490,593 $ 619,768
Contract
liabilities
-
current and
noncurrent
Construction contracts $ 1,055,878 $ 1,613,642 $ 1,734,541
Technical service revenue 59,179 - -
Sales contracts - - 96
$ 1,115,057 $ 1,613,642 $ 1,734,637

The changes in the balance of contract assets and contract liabilities resulted primarily from the difference in timing between the satisfaction of performance obligations and customer payment.

Revenue recognized in the current reporting period from the contract liabilities at the beginning of the year and from the performance obligations satisfied in the previous periods was summarized as follows:

2023 2022
From the contract liabilities at the
beginning of the year
Construction contracts $ 1,288,098 $ 1,226,144
Sale contracts - 96
$ 1,288,098 $ 1,226,240

(II) Partially completed contracts

As of December 31, 2023 and 2021, the transaction price allocated to the performance obligations that were not fully satisfied amounted to NT$14,966,882 thousand and NT$17,561,949 thousand, respectively. The

284

Company and Subsidiaries will recognize revenue as the construction is being completed and expected timing for recognition of revenue is on various dates through June 2027.

26. Profit before income tax

Profit before income tax includes the following items:

(I) Interest income

2023 2022
Demand deposits $ 84,490 $ 55,476
Others 6,775 3,733
$ 91,265 $ 59,209

(II) Other income

2023 2022
Rental income $ 11,664 $ 7,510
Dividend income 1,125 14,529
Others 2,751 647
$ 15,540 $ 22,686

(III) Other profits and losses

2023 2022
Gains on financial assets at fair
value through profit or loss $ (12,099) $ 85,590
Net foreign exchange gain 509 1,795
Others (1,102) (1,081)
$ (12,692)$ 86,304

The net foreign exchange gains or losses above includes:

2023 2022
Foreign exchange gain $ 1,737 $ 2,811
Foreign exchange loss (1,228) (1,016)

285

2023 2022
Net exchange gain (loss) $ 509 $ 1,795
(IV)
Financial costs
2023 2022
Interest of lease liabilities $ 1,193 $ 814
Others 161 1
$ 1,354 $ 815
(V)
Depreciation and amortization
2023 2022
Property, plant and equipment $ 20,258 $ 18,952
Right-of-use assets 37,788 35,422
Intangible assets 6,905 5,442
$ 64,951 $ 59,816
An analysis of depreciation by
function
Operating costs $ 25,373 $ 23,486
Operating expenses 32,673 30,888
$ 58,046 $ 54,374
An analysis of amortization by
function
Operating expenses $ 6,905 $ 5,442
(VI)
Employee benefit expenses
2023 2022
Short-term employee benefits
Salaries $ 1,425,923 $ 1,315,672
Labor and health insurance 109,871 101,467
Others 30,706 26,133
1,566,500 1,443,272
Post-employment benefits (Note
22)

286

2023 2022
Defined contribution plans 46,167 42,923
Defined benefit plans 11,581 12,356
57,748 55,279
Employee benefit expenses $ 1,624,248 $ 1,498,551
An analysis of employee benefits
by function
Operating costs $ 1,257,058 $ 1,146,579
Operating expenses 367,190 351,972
$ 1,624,248 $ 1,498,551

(VII) Compensation of employees and remuneration of directors

According to the Articles of Incorporation, the article stipulate the Company distributed compensation of employees and remuneration of directors at the rates no less than 0.1% and no higher than 1%, respectively, of pre-tax profit prior to deducting compensation of employees and remuneration of directors. The Board of Directors adopted the following resolutions in February 2024 and 2023 on compensation of employees and remuneration of directors in 2023 and 2022 (all distributed in cash):

2023 2022
Compensation of employees $ 23,609 $ 26,129
Remuneration of directors 4,722 5,226

If there is any change in the amounts after the annual consolidated financial statements are authorized for issue, the difference is record as a change in accounting estimate in the next following year.

The appropriations for compensation of employees and remuneration of directors for 2022 and 2021 which had been approved by the board of directors’ meeting in February 2023 and 2022, respectively, were as

287

follows:

2022 2021
Compensation of employees $ 26,129 $ 20,165
Remuneration of directors 5,226 4,033

The amounts recognized in the consolidated financial statement for 2022 and 2021 are the same as which approved in the board of directors’ meeting.

Information on the compensation of employees and remuneration of directors resolved by the board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

27. Income tax

  • (I) Income tax recognized in profit or loss

The major components of income tax were as follows:

2023 2022
Current tax
In respect of the current year $ 112,871 $ 67,801

In respect of prior years
354 737
113,225 68,538
Deferred tax
In respect of the current year 9,790 22,845

In respect of prior years
5,953 -
15,743 22,845
$ 128,968 $ 91,383

288

The reconciliation of accounting profit and income tax expense was as follows:

2023 2022
Profit before income tax $ 685,860 $ 611,902
Income tax expense calculated at
the statutory rate $ 137,121 $ 121,788
Tax-exempt income (14,460) (31,142)
In respect of prior years 6,307 737
$ 128,968 $ 91,383

(II) Income tax gains (expenses) recognized in other comprehensive income

2023 2022
Deferred tax
Remeasurement
of
defined
benefit plans $ 2,422 $ (5,228)
Investments in equity
instruments measured at fair
value through other
comprehensive income (4,439) 5,857
Exchange differences
on
translation of foreign
operations 5,868 (11,405)
Profit or loss from hedging
instruments 4,878 (11,697)
$ 8,729 $ (22,473)

(III) Current income tax assets and liabilities

December 31,2023 December 31,2022

Current income tax assets

Tax refunds receivable Current income tax liabilities Income tax payable

$ 756 $ 7,295
$ 85,626 $ 75,020

289

(IV) Deferred income tax assets and liabilities

Movements of deferred tax assets and liabilities were as follows:

2023
Effect of
Recognized in foreign
Balance, Recognized Other currency
Beginning of in Profit or Comprehensive exchange Balance, End
Year Loss Income differences of Year
Deferred tax assets
Temporary differences
Provision $
9,553 $
(149) $ - $ - $
9,404
Difference between tax
reporting and financial
reporting - construction
revenues and costs 3,686 (1,978) - - 1,708
Unrealized gain on the
transactions with subsidiaries
and associates 20,311 (274) - - 20,037
Currency translation
difference of foreign
operations 13,793 - 5,868 - 19,661
Others 5,089 (4,419) 574 11 1,255
$
52,432 $
(6,820)$
6,442 $
11 $
52,065
Deferred tax liabilities
Temporary differences
Financial assets at fair value
through other comprehensive
income $
17,807 $
- $
4,439 $
- $
22,246
Foreign investment gain 37,622 5,738 - - 43,360
Defined benefit pension plan 834 3,196 (2,422) - 1,608
Others 4,315 (11) (4,304) - -
$
60,578 $
8,923 $
(2,287)$
- $
67,214
2022
Effect of
Recognized in foreign
Balance, Recognized Other currency
Beginning of in Profit or Comprehensiv exchange Balance, End
Year Loss e Income differences of Year
Deferred tax assets
Temporary differences
Defined benefit pension plan $
20,771 $
(15,543) $ (5,228) $ - $
-
Provision 7,874 1,679 - - 9,553

290

2022

2022
Effect of
Recognized in foreign
Balance, Recognized Other currency
Beginning of in Profit or Comprehensiv exchange Balance, End
Year Loss e Income differences of Year
Difference between tax
reporting and financial
reporting - construction
revenues and costs 4,706 (1,020) - - 3,686
Unrealized gain on the
transactions with subsidiaries
and associates 20,286 25 - - 20,311
Currency translation
difference of foreign
operations 25,198 - (11,405) - 13,793
Losses carried forward 3,331 (3,331) - - -
Others 12,364 (197) (7,394) 316 5,089
$
94,530 $
(18,387)$ (24,027)$ 316 $
52,432
Deferred tax liabilities
Temporary differences
Financial assets at fair value
through other comprehensive
income $
23,664 $
- $ (5,857) $ - $
17,807
Foreign investment gain 34,010 3,612 - - 37,622
Defined benefit pension plan - 834 - - 834
Others - 12 4,303 - 4,315
$
57,674 $
4,458 $ (1,554)$ - $
60,578

Other temporary differences above are mainly temporary differences between cash flow hedges and net amount of unrealized foreign exchange gain/loss.

  • (V) Income tax assessment

The Company's income tax returns through 2021 have been assessed by the tax authorities.

(VI) Subsidiaries CIC and CDC were all established in Samoa and exempted from income tax according to local regulations. CEVC, China Ecotek India Private Limited, and Xiamen Ecotek PRC Co., Ltd. were

291

established in Vietnam, India, and China Xiamen and pay taxes according to local regulations.

28. Earnings per share

The earnings and weighted average number of shares outstanding used to computation of earnings per share were as follows:

Net profit for the year

2023 2022
Profit for the year attributable to owners of
the Corporation
$ 556,892$ 520,519


Number of shares (in thousand shares)
2023 2022
Weighted average number of ordinary
shares used in computation of basic earnings
per share 123,743 123,743
Effect
of
dilutive
potential
ordinary
shares-Compensation of employees 497 683
Weighted average number of ordinary
shares used in computation of diluted
earnings per share 124,240 124,426

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

292

29. Capital risk management

The Company and Subsidiaries engage in capital management to ensure that it can maximize return for shareholders by optimizing the balance of liabilities and equity, under the premise that it is able to continue as a going concern.

The Company and Subsidiaries' capital structure consists of net liabilities (i.e., loans less cash and cash equivalents) and equity (i.e., share capital, capital surplus, retained earnings, and other equity interests), and is not required to comply with external regulations on capital.

30. Financial instruments

(I) Information on fair value

  1. Information on fair value –Fair value of financial instruments that are measured at fair value on a recurring basis

December 31,2023

December 31,2023
Level 1 Level Level 3 Total
Financial assets at fair value through
profit or loss
Emerging market shares in Taiwan $ - $ - $ 85,081 $ 85,081
Unlisted shares in Taiwan - - 31,880 31,880
$ - $ - $ 116,961 $ 116,961
Financial assets at fair value through
other comprehensive income
Listed shares $ 31,050 $ - $ - $ 31,050
Foreign unlisted shares - - 124,976 124,976
$ 31,050 $ - $ 124,976 $ 156,026

293

December 31,2022

December 31,2022
Level 1 Level Level 3 Total
Financial assets at fair value through
profit or loss
Emerging market shares in Taiwan $ - $ - $ 94,311 $ 94,311
Unlisted shares in Taiwan - - 32,207 32,207
$ - $ - $ 126,518 $ 126,518
Financial assets at fair value through
other comprehensive income
Foreign unlisted shares $ - $ - $ 102,782 $ 102,782

There was no transfer of level 1 and level 2 fair value measurements in 2023 and 2022.

  1. Reconciliation of Level 3 fair value measurements of financial assets
Financial
assets at fair
Financial value through
assets at fair other
value through comprehensive
Financial Asset profit or loss income Total
Balance, beginning of the year $ 126,518 $
102,782
$ 229,300
Additions 14,811 - 14,811
Disposals (12,269) - (12,269)
Recognized in profit or loss (12,099) - (12,099)
Recognized
in
other
comprehensive income - 22,194 22,194
Balance, end of the year $ 116,961 $
124,976
$ 241,937
Unrealized gains and losses for
the year $ (20,619) $ (20,619)

294

2022

2022
Financial
assets at fair
Financial value through
assets at fair other
value through comprehensive
Financial Asset profit or loss income Total
Balance, beginning of the year $ 84,876 $
132,068
$ 216,944
Disposals (45,899) - (45,899)
Recognized in profit or loss 87,541 - 87,541
Recognized
in
other
comprehensive income - (29,286) (29,286)
Balance, end of the year $ 126,518 $
102,782
$ 229,300
Unrealized gains and losses for
the year $ 53,929 $ 53,929
  1. Valuation techniques and inputs applied for the purpose of measuring level 3 fair value measurement

    • (1) The fair value of emerging stock is estimated based on its closing price and taking into consideration its liquidity.

    • (2) The fair value of domestic unlisted stock is estimated based on the most recent net value of the investee or transaction price. The fair value of foreign unlisted stocks is estimated using the market approach.

  2. (II) Financial instruments by category

December 31,2023 December 31,2022
Financial Asset
Financial assets at fair value through
profit or loss $ 116,961 $ 126,518
Financial assets for hedging 929,260 984,542
Financial assets at amortized cost 1) 2,042,115 3,114,509

295

December 31,2023 December 31,2022

Financial assets at fair value through other comprehensive income

156,026 102,782

Financial liabilities

Financial liabilities at amortized cost 2)

1,590,981 1,298,946

  • Note 1: The balance includes cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables, other financial assets, refundable deposits (the current portion is listed in other current assets), and other financial assets at amortized cost.

  • Note 2: The balance includes short-term borrowings, accounts payable (including related parties), other payables, and guarantee deposits received (the current portion is listed under other current liabilities), and other financial liabilities at amortized cost.

  • (III) The purpose and policy of financial risk management

The Company and Subsidiaries' main financial instruments include financial assets for hedging, accounts receivable, equity investments, other financial assets, short-term borrowings, accounts payable, and lease liabilities. The financial management department provides services to sales units, coordinates operations in domestic and foreign financial markets, and analyzes exposure based on the level and extent of risks, in order to supervise and manage financial risks related to the Company and Subsidiaries' operations. Such risks include market risks (including exchange rate risk and interest rate risk), credit risk, and liquidity risk.

296

The significant financial activities of the Company and Subsidiaries are reviewed by the Board of Directors according to regulations and the internal control system. Internal auditors continue to review policy compliance and exposure. The Company and Subsidiaries have not used financial instruments (including derivative financial instruments) for speculative trading.

1. Market Risk

(1) Foreign exchange risk

The Company and Subsidiaries purchase and sells goods denominated in foreign currencies, and is thus exposed to the risk of exchange rate fluctuations. The Company and Subsidiaries manage exposure to foreign exchange risk using foreign currency deposits and firm commitment opposite to exchange rate fluctuations within the scope permitted by policy.

Please see Note 34 for the carrying amount of the Company and Subsidiaries' major monetary assets not denominated in the functional currency on the balance sheet date (including monetary items not denominated in the functional on the consolidated financial currency statements).

The table below shows the Company and Subsidiaries' sensitivity analysis when the functional currency appreciates/depreciates 1% against USD and CNY. A positive number is the amount that pre-tax profit or equity will increase when the functional currency depreciates 1%

297

against foreign currencies. Pre-tax profit or equity will decrease the same amount when the functional currency appreciates 1% against USD and CNY.

Profit before income tax $ Equity USD Impact
CNY Impact
2023
2022
2023
2022

193 $ 87 $ (227) $ 53
3,497
1,619
6,241
8,493
CNY Impact CNY Impact
2023

193 $ 3,497
2022

(2) Interest rate risk

The book value of the Company and Subsidiaries' financial assets and liabilities that are exposed to interest rate risk on the balance sheet date is as follows:

December 31, December 31,
2023 2022
Fair value interest rate risk
Financial liabilities $ 84,982 $ 95,569
Cash flow interest rate risk
Financial assets 268,589 518,969

The Company and Subsidiaries' are exposed to interest rate risk due to financial assets with floating interest rates. The method for analyzing floating interest rate assets assumes that the amount of assets outstanding on the balance sheet date were outstanding throughout the year.

If interest rates had been 1% higher/lower and all other variables were held constant, the Company and Subsidiaries' pre-tax profit for the years ended December 31, 2023 and 2022 would have been lower/higher by NT$2,686 thousand and NT$5,190 thousand, respectively, and is mainly due to

298

the Company and Subsidiaries' floating interest rate bank deposits.

2. Credit risk

Credit risk refers to the risk of financial loss to the Company and Subsidiaries arising from default by counterparties. As of the balance sheet date, the Company and Subsidiaries' greatest credit risk exposure to financial losses caused by transaction counterparties failing to fulfill their obligations is in the book value of financial assets recognized on the consolidated balance sheet.

Among the balance of the Company and Subsidiaries' accounts receivable, customers that account for over 10% of total accounts receivable are as follows:

December 31,2023 December 31,2022
Parent Company $ 229,314 $ 305,299

Dragon Steel
176,000 94,010
CSCSOLAR 152,318 81,454
CSVC 8,723 172,958
Customer E - 206,121
$ 566,355 $ 859,842

3. Liquidity risk

The Company and Subsidiaries manage and maintain a sufficient position of cash and cash equivalents or financial products that can easily be liquidated, and maintain a suitable credit limit through loan agreements with financial institutions to meet the needs of operations.

299

The table below provides the maturity analysis of remaining non-derivative financial liabilities for the repayment period agreed to by the Company and Subsidiaries. It is prepared based on the non-discounted cash flow (including principal and interest) of financial liabilities up to the earliest date that the liabilities may need to be repaid by the Company and Subsidiaries.

Within 1year Over 1 Year Within 1year Over 1 Year Total
December 31,2023
Short-term borrowings $ 100,264 $ - $ 100,264
Accounts payable (including
related parties) 817,499 54,462 871,961
Other payables 604,068 - 604,068
Lease liabilities 34,955 51,991 86,946
Guarantee deposits received 8,385 6,567 14,952
$ 1,565,171 $ 113,020 $ 1,678,191
December 31,2022
Accounts payable (including
related parties) $ 626,664 $ 56,656 $ 683,320
Other payables 591,811 - 591,811
Lease liabilities 39,504 58,191 97,695
Guarantee deposits received 16,143 7,672 23,815
$ 1,274,122 $ 122,519 $ 1,396,641

4. Cash flow hedging

December 31,2023

December 31,2023

Hedging instruments
Cash flow hedging

Hedging deposits
CurrencyContract
amount



JPY
$ 280,050
USD
7,320
EUR
577
CNY
144,228
Maturity

NA
NA
NA
NA
Forward
price


NA

NA

NA

NA
Carryamount
Line items on the
balance sheets
Asset
Liability


Financial assets for
hedging
$ 60,827 $ -
Financial assets for
hedging
224,754
-
Financial assets for
hedging
19,605
-
Financial assets for
hedging
624,074
-
$ 929,260 $ -
Carryamount
Liability

300

December 31,2023

Balance in other equity
Hedged Items
Change in fair value of hedged items
used for calculating hedge
ineffectiveness
Continuing hedges
Discontinuing hedges
Cash flow hedging
Forecast purchases and
construction contracts
$ 24,390
$ (2,872)
$ -
2023
Amount Reclassified to P/L
and the Adjusted Line Item
Hedging
Gains (Losses)
Amount of
Hedge
Line Item in Which
Hedge
Due to Hedged
Due to Hedged
Future Cash Flows
Effect on Comprehensive Income
(Loss)
Recognized in
OCI
Ineffectiveness
Recognized in
P/L
Ineffectiveness is
Included
Item Affecting
P/L
No Longer Expected
to Occur
Cash flow hedging
Hedging deposits
$ (19,512)$ -
-
$ - $ -
December 31,2022
Carryamount
Hedging instruments CurrencyContract
amount
MaturityForward
price
Line items on the
balance sheets
Asset
Liability
Cash flow hedging







Hedging deposits
JPY
$ 132,576
NA
NA
Financial assets for
hedging
$ 30,811 $ -
USD
1,924
NA
NA
Financial assets for
hedging
59,077
-
EUR
1,385
NA
NA
Financial assets for
hedging
45,332
-
CNY
192,677
NA
NA
Financial assets for
hedging
849,322
-

$ 984,542 $ -
Balance in other equity Balance in other equity
Discontinuing hedges
Cash flow hedging
Hedging deposits
December 31,2022
Hedging instruments
Cash flow hedging

Hedging deposits

December 31,2022

Balance in other Balance in other equity
Change in fair value of hedged items
Hedged Items used for calculating hedge Continuing hedges Discontinuing hedges
ineffectiveness
Cash flow hedging
Forecast purchases and
construction contracts $ (58,485) $ 21,518 $ -
2022
Amount Reclassified to P/L
and the Adjusted Line Item
Hedging
Gains (Losses)
Amount of
Hedge
Line Item in Which
Hedge
Due to Hedged Due to Hedged
Future Cash Flows
Effect on Comprehensive Income
(Loss)
Recognized in
OCI
Ineffectiveness
Recognized in
P/L


Ineffectiveness is
Included
Item Affecting
P/L
No Longer Expected
to Occur
Cash flow hedging
Hedging
deposits
and
commercial paper $
46,788 $
- - $ - $
-

301

31. Related Party Transactions

(I) Name and relationship of related parties

Name of related art p y

China Steel Corporation Dragon Steel Corporation (Dragon Steel)

China Steel Machinery Corporation United Steel Engineering & Construction Corporation CSC Solar Corporation (CSCSOLAR) Chung Hung Steel Corporation C.S. Aluminum Corporation Steel Castle Technology Corporation China Steel Chemical Corporation Infochamp Systems Corporation China Steel Security Corporation CHC Resources Corporation

  • China Steel Management Consulting Corporation

China Steel and Nippon Steel Vietnam Joint Stock Company (CSVC)

Union Steel Development Corporation Universal Exchange Inc. Sing Da Marine Structure Corporation Betacera Inc.

China Steel Global Trading Corporation CSGT Metals Vietnam Joint Stock Company China Steel Structure Co., Ltd.

China Steel Express Corporation HIMAG Magnetic Corporation Taiwan Intelligent Transportation Co., Ltd.

China Prosperity Development Corporation

China Prosperity Construction Corporation

Relationship with the Com an and Subsidiaries p y Parent company

Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary

Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary

Fellow subsidiary

Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary Fellow subsidiary

Fellow subsidiary

Fellow subsidiary

302

Name of relatedparty
Honley Auto. Parts Co., Ltd.
Formosa Ha Tinh Steel Corporation
Hua Eng Wire and Cable Co., Ltd.
Great Grandeul Steel Co., Ltd.
Relationship with the
Companyand Subsidiaries
Associate
Other related parties
Director of the Company
Director of the Company

(II) Business transaction

2023 2022
Operatingrevenue
Parent company $ 6,084,192 $ 5,836,308
Fellow subsidiary
Dragon Steel 1,321,037 1,210,868
Others 582,867 627,474
Associate 220 -
Other related parties 8,673 17,915
Director of the Company - 114
$ 7,996,989 $ 7,692,679
Purchase of goods and outsourcing
fees
Parent company $ 4,090 $ 14,224
Fellow subsidiary 79,008 279,475
Director of the Company 8,345 4,428
$ 91,443 $ 298,127

The Company and Subsidiaries' operating revenues is mainly from construction revenues from the companies above, and the total contract price is negotiated based on the scale or nature of each project. The collection period is approximately 2-3 months after the invoice is issued.

The Company and Subsidiaries contracts with related parties is different from contracts with non-related parties, so there are no similar transactions for comparison.

Purchase of goods and outsourcing fees are negotiated based on the model or nature of the project, and payment is made within 1-2 months.

303

The Company and Subsidiaries' transactions with related parties is different from non-related parties, so there are no similar transactions for comparison.

The balance of contract assets, contract liabilities, and accounts payable/receivable to/from related parties on the balance sheet date is as follows:

Account Items
Contract assets - current

Contract liabilities - current
Accounts receivable -
related parties
Accounts payable - related
parties
Related Parties Types
December
31,2023
December
31,2022
Parent company
$ 690,392 $ 364,423
Fellow subsidiary
Dragon Steel
350,177
67,567
Others
71,683
6,914
Other related parties
-
800
$ 1,112,252 $ 439,704
Parent company
$ 822,900 $ 1,159,154
Fellow subsidiary
136,101
171,148
Other related parties
13,909
15,868
$ 972,910 $ 1,346,170
Parent company
$ 229,314 $ 305,299
Fellow subsidiary
Dragon Steel
176,000
94,010
CSCSOLAR
152,318
81,454
CSVC
8,723
172,958
Others
24,016
4,103
Associate
100
-
$ 590,471 $ 657,824
Parent company
$ 17 $ 23
Fellow subsidiary
12,634
13,993
Director of the Company
2,767
-
$ 15,418 $ 14,016
December
31,2022

304

The outstanding accounts payable to related parties were unsecured and will be settled in cash. Accounts receivable from related parties were also unsecured and no imparirment loss was recognized as of December 31, 2023 and 2022.

(III) Other transactions

1. Construction contracts

The balance of construction contracts not yet performed in operating revenues is listed below:

December 31,2023 December 31,2022
Parent company $
11,068,023 $

12,100,564

Fellow subsidiary
Dragon Steel 2,030,735 2,268,478

Others
379,745 604,725

Other related parties
16,273 18,248
$
13,494,776 $

14,992,015

Accumulated balance of construction progress of construction contracts is listed below:

December 31,2023 December 31,2022
Parent company $
10,365,837 $

7,816,541

Fellow subsidiary
Dragon Steel 2,310,391 1,939,911

Others
574,564 489,136

Other related parties
2,847,482 6,711,940
$
16,098,274 $

16,957,528
  1. Lease agreements
Account Items
Lease liabilities (current and
noncurrent)
Related Parties
Types
December 31,
2023
December 31,
2022
Parent company
$ 13,849 $ 25,600

305

2023 2022
Type of relatedparty
Interest expense
Parent company $ 318 $ 129
Rent expenses
Parent company $ 2,535 $ 1,666

The Company and Subsidiaries lease offices and production equipment from the parent company with a lease period of 3-5 years. The rent is based on the rent for similar assets and is paid quarterly or semi-annually according to the lease agreement.

Lease expenses are variable lease payments and expenses for short-term leases and low value asset leases of buildings and transportation equipment that are not included in lease liabilities.

(IV) Lease arrangements

As descirbed in Note 17, the Company leased out land, which was located in the Linyuan District, Kaohsiung City to its parent entity. Price was negotiated between both sides and collected every half year. The lease term of the contract will end in May 2024. As of December 31, 2023, the gross lease payment had been fully received. The amount of lease income recognized for 2023 and 2022 were NT$11,664 thousand and NT$6,804 thousand, respectively.

(V) Compensation for management

2023 2022
Short-term employee
benefits
(salary, dividends, and bonuses) $ 27,026 $ 27,004

306

Remuneration of directors and management was determined by the remuneration committee based on the personal performance evaluation and market trends.

  1. Pledged Assets

The Company and Subsidiaries provide the following assets as guarantee for contract performance:

December December 31, December 31, December 31,
2023 2022
Time deposits (recognized in other
financial assets – current) $ 4,708 $ 251,553
33. Significant
Contingent
Liabilities and Unrecognized Contractual
Commitments

In addition to those described in other notes, the Company and Subsidiaries also have the following major commitments and contingencies on December 31, 2023

  • (I) The Company and Subsidiaries provided approximately NT$568,053 thousand in performance bond and warranty bond through a bank for construction contracts.

  • (II) The Company and Subsidiaries provided approximately NT$95,685 thousand in notes as the performance bond and warranty bond for major projects.

  • (III) The Company and Subsidiaries' balance of issued but unutilized L/C for the purchase of construction equipment is approximately NT$17,770 thousand.

307

  • (IV) Property purchase and construction contracts for NT$136,320 thousand were signed but not yet recorded.

  • Significant assets and liabilities denominated in foreign currencies

The following information was aggregated by the foreign currencies other than functional currencies of the Company and Subsidiaries and the exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

December 31,2023
Foreign currency assets
Monetary items
USD
$ CNY
EUR
JPY
Non-monetary items
Financial assets at fair
value through other
comprehensive income
USD
Foreign currency liabilities
Monetary items
CNY
USD
Foreign
Currencies
(In
Thousands)


8,125
144,912
585
280,054
4,070
5,920
178
Exchange rate
30.7050 $ 4.3270
33.9800
0.2172
30.7050
4.3270
30.7050
Carrying
Amount
(In Thousands
of New Taiwan
Dollars)

249,492
627,036
19,878
60,828
124,976
25,618
5,476

308

December 31, 2022
Foreign currency assets
Monetary items
USD
$ CNY
EUR
JPY
Non-monetary items
Financial assets at fair
value
through
other
comprehensive income
USD
Foreign currency liabilities
Monetary items
USD
Foreign
Currencies
(In
Thousands)


2,418
193,885
1,386
132,580
3,347
212
Exchange rate
Carrying
Amount
(In Thousands
of New Taiwan
Dollars)
30.7100 $ 74,265
4.4080
854,646
32.7200
45,341
0.2324
30,812
30.7100
102,782
30.7100
6,503
Carrying
Amount
(In Thousands
of New Taiwan
Dollars)

For 2023 and 2022, realized and unrealized net foreign exchange gains and losses were gain NT$509 thousand and gain NT$1,795 thousand, respectively. It is impractical to disclose net foreign exchange gains or losses by each significant foreign currency due to the variety of the foreign currency transaction and functional currencies of the Company and Subsidiaries.

  1. Separately disclosed items

Matters required to be disclosed in 2023 are as follows:

  • (I) Information on major transactions and (II) investees

  • Financing provided to others: None.

309

  1. Endorsements or guarantees provided: None.

  2. Marketable securities held at the end of the year (excluding investments in subsidiaries and associate): Table1.

  3. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

  4. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  5. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  6. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 2.

  7. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 3.

  8. Derivatives trading: None.

  9. Other: The business relationship and key transactions between intra-group companies and amount: Table 4.

  10. Information investees: Table 5.

  11. (III) Information on investments in maimland China

  12. Information on any investee in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 6.

  13. Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

310

  - (1)  The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year: None.

  - (2)  The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year: None.

  - (3)  The amount of property transactions and the amount of the resultant gains or losses: None.

  - (4)  The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes: None.

  - (5)  The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds: None.

  - (6)  Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services: None.
  • (IV) Information on major shareholders: Name of shareholder with 5% shareholding or above, number of shares held, and ratio: Table 7.

  • Segment Information

Information provided to the main decision-maker of business operations to distribute resources and assess segment performance, and focuses on each type of product or service delivered or provided. Segments required to be reported by the Company and Subsidiaries are as follows:

  • ‧ China Ecotek Corporation (The Company) – Environmental protection projects.

311

  • ‧ China Ecotek Vietnam Company Ltd. (CEVC)– Environmental protection projects.

  • ‧ Other – General investments and subsidiaries that do not reach the quantified threshold required for segment reporting

  • (I) Department revenue and business results

The Company and Subsidiaries' revenue and business results, as well as

assets and liabilities by reportable segment are analyzed below:

The
Company
CEVC Others
Adjustment
and offset
Adjustment
and offset
Merger
2023
Revenue from customers other than the parent
company and its subsidiaries $ 9,608,841 $ 150,485 $ - $ - $ 9,759,326
Revenue from the parent company and its
subsidiaries - - - - -
Total revenue $ 9,608,841 $ 150,485 $ - $ - $ 9,759,326
Segment income (losses) $ 478,897 $ (9,356) $ (4,585) $ - $ 464,956
Interest income 32,470 52,516 6,279 - 91,265
Other income 15,386 147 7 - 15,540
Other profits and losses (12,770) (90) 168 - (12,692)
Financial costs (1,113) (234) (7) - (1,354)
Share of income/losses of subsidiaries and
associates recognized under the equity method 156,148 - 28,562 (56,565) 128,145
Pre-tax profit 669,018 42,983 30,424 (56,565) 685,860
Income tax expense 112,126 15,686 1,156 - 128,968
Net profit after tax $ 556,892 $ 27,297 $ 29,268 $ (56,565)$ 556,892
December31,2023
Segment assets $ 4,697,097 $ 863,977 $ 223,902 $ (5,416) $ 5,779,560
Investments recognized under the equity
method 2,084,026 - 1,013,085 (2,032,645) 1,064,466
Total assets $ 6,781,123 $ 863,977 $ 1,236,987 $ (2,038,061)$ 6,844,026
Segment liabilities $ 3,119,975 $ 67,140 $ 1,179 $ (5,416)$ 3,182,878
The Adjustment Adjustment
Company CEVC Others and offset Merger
2022
Revenue from customers other than the parent
company and its subsidiaries $ 8,524,477 $ 319,576 $ - $ - $ 8,844,053
Revenue from the parent company and its
subsidiaries 1,579 126 - (1,705) -
Total revenue $ 8,526,056 $ 319,702 $ - $ (1,705)$ 8,844,053
Segment income (losses) $ 331,280 $ 4,338 $ (2,985) $ - $ 332,633
Interest income 19,935 32,085 7,189 - 59,209
Other income 22,596 90 - - 22,686
Other profits and losses 85,587 57 660 - 86,304

312

The Adjustment
Company CEVC Others and offset Merger
Financial costs (797) (9) (9) - (815)
Share of income/losses of subsidiaries and
associates recognized under the equity method 143,573 - 31,065 (62,753) 111,885
Pre-tax profit 602,174 36,561 35,920 (62,753) 611,902
Income tax expense 81,655 9,335 393 - 91,383
Net profit after tax $ 520,519 $ 27,226 $ 35,527 $ (62,753)$ 520,519
December 31,2022
Segment assets $ 4,792,383 $ 909,739 $ 233,799 $ (4,968) $ 5,930,953
Investments recognized under the equity
method 2,062,574 - 1,017,685 (2,044,752) 1,035,507
Total assets $ 6,854,957 $ 909,739 $ 1,251,484 $ (2,049,720)$ 6,966,460
Segment liabilities $ 3,343,918 $ 114,534 $ 1,937 $ (4,968)$ 3,455,421

(II) Information by region

The Company and Subsidiaries mainly operate in two regions – Taiwan and Vietnam.

The Company and Subsidiaries' revenue from external customers is categorized by the customer's country, while noncurrent assets are listed by their location as follows:

Revenue from external Revenue from external
customers Noncurrent assets
December 31, December 31,
2023 2022 2023 2022
Taiwan $ 9,560,364 $ 8,504,284 $ 1,000,051 $ 837,479
Vietnam 198,884 336,001 17,335 1,537
Other 78 3,768 1,024 1,462
$ 9,759,326 $ 8,844,053 $ 1,018,410 $ 840,478

Noncurrent assets do not include financial assets, investments recognized under the equity method, deferred income tax assets, and guarantee deposits paid.

313

(III) Information on major customers

The Company and Subsidiaries is mainly in the environmental protection engineering industry, and customers that account for 10% and above of the Company and Subsidiaries' revenue are as follows:

Parent Company $ Dragon Steel
$
2023
Amount
As a
percentage of
operating
revenues(%)

6,084,192
62
$ 1,321,037
14

7,405,229
76
$
2022 2022
Amount

6,084,192
1,321,037

7,405,229
Amount As a
percentage of
operating
revenues(%)

5,836,308
1,210,868
66
14

7,047,176
80

314

China Ecotek Corporation and Subsidiaries Marketable securities held at the end of the year December 31, 2023

Table 1

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Held
Company
Name
Type and Name of Marketable Securities Relationship with
the Company
Financial Statement Account End of theyear End of theyear End of theyear End of theyear End of theyear End of theyear Note
shares/unit
s
Carrying
Value
Percentage of
Ownership (%)

Fair value
The
Company
Stock
Yeong Long Technologies Co., Ltd.
Hsin Yu Energy Development Co., Ltd.
Green Shepherd Corporation
Stock
Locus Cell Co., Ltd.
Lianyou Metals Co., Ltd.
TFBS Bioscience, Inc
Stock
China Steel Corporation
Stock
Asia Pacific Energy Development Company
Limited
-
-
-
-
-
-
Parent company
The held company as
its director
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or loss-current
Financial assets at fair value through profit or loss-current
Financial assets at fair value through profit or loss-current
Financial assets at fair value through other comprehensive
income-current
Financial assets at fair value through other comprehensive
income-noncurrent
440,000
391,249
784,000

2,990,000
114,000
104,000

1,150,000
2,212,590
$ 15,079

-

16,801
$ 31,880
$ 74,750

6,331

4,000
$ 85,081
$ 31,050
$ 124,976

1.13

0.16

5.55


1.50

0.37

0.30


0.01

11.11
$ 15,079
-
16,801
$ 31,880
$ 74,750
6,331
4,000
$ 85,081
$ 31,050
$ 124,976









315

China Ecotek Corporation and Subsidiaries

Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital From January 1 to December 31, 2023

Table 2

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Transaction Transaction Receivables(Payables) Receivables(Payables)
Abnormal transaction As a
Purchaser/Seller Related Party Relationship Purchase (sales) Amount Percentage
of total
purchases
(sales) (%)
Payment Terms Ending balance

percentage
of total
accounts
receivable
(payable)
Note

Unit price
Credit period
The Company China Steel Corporation
Dragon Steel Corporation
China Steel Solar Tech Co., Ltd.
Parent company
Fellow subsidiary
Fellow subsidiary
Construction revenue
Construction revenue
Construction revenue
$ (5,947,799)
(1,304,272)
(340,037)

(62)

(14)

(4)
Contract period
Contract period
Contract period

Note

Note

Note
Note
Note
Note
$ 229,314
176,000
152,318

37

28

24

Note: Please refer to Note 31.

316

China Ecotek Corporation and Subsidiaries Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital December 31, 2023

Table 3

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover rate (%) Overdue Overdue Amount Received in
Subsequent Period
Allowance for
Impairment Loss
Amount Actions Taken
The Company China Steel Corporation
Dragon Steel Corporation
China Steel Solar Tech Co., Ltd.
Parent company
Fellow subsidiary
Fellow subsidiary
$ 229,314
176,000

152,318

22.76

9.79

2.95
$ -

-

-

-

-

-
$ 227,285
71,548
3,044
$ -

-

-

317

China Ecotek Corporation and Subsidiaries

The business relationship and key transactions between intra-group companies and amount From January 1 to December 31, 2023

Table 4

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Transaction Transaction Transaction
No Company Name Related Party Relationship As a percentage of
Item Amount Trade terms total revenue or
tatal assets
1

















The Company

















China Ecotek Vietnam Company Limited

















subsidiary

















General and administrative
expenses

$ 11,012









According to the contract












-

















318

China Ecotek Corporation and Subsidiaries Information investees From January 1 to December 31, 2023

Table 5

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Initial investment amount Initial investment amount Shareholding at the end of year Shareholding at the end of year Shareholding at the end of year Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
Number of
Shares
Percentage
(%)
Carrying
Amount
End of the
current year
End of the
previous year
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
CEC Development
Corporation
CEC International
Corporation
CEC Development Corporation
CEC International Corporation
China Steel Machinery Corporation
Chiun Yu Investment Corporation
Chi-Yi Investment Corporation
Jiing-Cherng-Fa Investment Corporation
United Steel International Development
Corporation
Hung-chuan Investment Corporation
CSC Solar Corporation
Eminent III Venture Capital Corporation
Pro-Ascentek Investment Corporation
China Ecotek India Private Limited
China Ecotek Vietnam Company Limited
China Ecotek India Private Limited
Samoa
Samoa
Kaohsiung City
Kaohsiung City
Kaohsiung City
Kaohsiung City
British Virgin
Islands
Kaohsiung City
Kaohsiung City
Taipei City
Kaohsiung City
India
Vietnam
India
General investment
General investment
Manufacture and sale of products for
iron
and
steel
equipment,
vehicle
transportation
equipment,
power
generation
and
other
mechanical
equipment
General investment
General investment
General investment
Holding and investment
General investment
Solar power generation
General investment
General investment
Construction engineering
Construction engineering
Construction engineering
$ 478,579
30,642




329,174
14,233
8,000
8,050
-
6,000
348,800
100,000
60,000
27
302,065
27,070
$ 478,579

30,642

329,174

14,233

8,000

8,050

8,262

6,000

348,800

100,000

60,000

27

302,065

27,070

17,000,000

10,000,000

35,204,170

1,196,000

800,000

805,000

-

600,000

34,880,000

10,000,000

6,000,000

5,000

-

4,995,000

100.00

100.00

26.02

40.00

40.00

35.00

-

30.00

20.00

5.52

5.00

0.10

100.00

99.90
$ 984,713

34,812

558,730

26,596

18,183

17,359

-

13,547

293,643

69,032

67,376

35

796,836

34,568
$ 27,766

237

391,776

(1,449 )

1,628

2,904

(58,958 )

1,617

116,446

(7,398 )

42,059

849

27,295

849
$ 27,766

237

101,948

(580 )

651

1,016

(359 )

485

23,289

(408 )

2,103

-

27,295

849
Subsidiary
Subsidiary









Subsidiary
Subsidiary
Subsidiary

Note: Subsidiary was eliminated from the consolidated financial statements.

319

China Ecotek Corporation and Subsidiaries Information on Investments in Mainland China From January 1 to December 31, 2023

Table 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Accumulated
Accumulated
Accumulated
Accumulated
Accumulated
Outward
Remittance
Rmittn f Fnd Outward
Remittance
Percentage of
shares held
Carrying Repatriation
Investee Coman Main Businesses and Paid-in caital Investment method
for Investment
eace o us
for Investment
Net Income
(Loss) of

directly or
Investment
Gain (Loss)

Amount as
of
Investment
Note
py Products p from
Taiwan as of
January
1,2023
from
Taiwan as of
December 31,
2023

the Investee
indirectly by
the Company
(%)

(Note1)
of December
31, 2023

Income as
of December
31, 2023
Outward Inward
Ningbo Huayang
Aluminium-Tech Co.,
Ltd
Xiamen Ecotek PRC
Company Limited
Production and sale
of
aluminum
products
Sales
agency
for
import and export of
equipment
and
materials


$

-
184,230

Through investment in an
existing company (United
Steel International
Development Corporation) in
a third region for further
investment in the Chinese
company

Through investment in an
existing company (CEC
Development Corporation) in
a third region for further
investment in the Chinese
company

$
9,212
184,230

-

-
$ 9,212

-
$ -
184,230
$ 48,202

418

-

100.00
$ 294

418
$ -

181,681
$ 665

-

Note2
The Company’s Uapper Limit On
Investment In Mainland China
(Note3)
$2,196,689
Accumulated Outward Remittance for Investment Amount Authorized
The Company’s Uapper Limit On
Investor Company Investment in Mainland China as of
December 31, 2023
by
the Investment Commission,
MOEA

Investment In Mainland China
(Note3)
Chin Etk Crrtin $184230 $184230 $2196689
a coe opoao , , ,,

Note 1: Recognition of investment income (loss) is based on the financial statements reviewed and attested by R.O.C. parent company’s CPA.

Note 2: Subsidiaries were eliminated from the consolidated financial statements.

Note 3: The limit on investment in Mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China” by the Investment Commission on August 29, 2008, investments shall not exceed 60% of its net worth.

320

China Ecotek Corporation Information on Major Shareholders December 31, 2023

Table 7

Name of major shareholder Shares Shares
Number of shares
held
Shareholding ratio
(%)
China Steel Corporation
Hua Eng Wire and Cable Co.,
Ltd.
Mega International Commercial
Bank Trust Treasury Account-
Employee finances trust account
55,393,138
11,843,730
6,927,156

44.76

9.57

5.59
  • Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration by the Company as of the last business day for the current quarter. The share capital in the standalone financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: If the shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.

321

Stock Symbol: 1535

China Ecotek Corporation

Standalone Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors' Report

Address: 8F, No. 88, Chenggong 2nd Rd., Qianzhen Dist., Kaohsiung City Tel: (07)3336138

322

Independent Auditors' Report

The Board of Directors and Shareholders

China Ecotek Corporation

Opinion

We have audited the accompanying standalone financial statements of China Ecotek Corporation (The “Company”), which comprise the standalone balance sheets as of December 31, 2023 and 2022, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the the standalone financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2023 and 2022, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accoundants and auditing standards generally accepted in Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accoundant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we

323

do not provide a separate opinion on these matters.

Key audit matters of the Company's standalone financial statements for the year ended December 31, 2023 are stated as follows:

Assessment of the estimated total project cost

The Company has signed many construction contracts, and recognized construction revenues according to the percentage completion method. Construction progress is calculated based on the actual construction costs incurred under each contract as a percentage of the estimated total construction cost of the project. The estimated total project cost involves a major accounting estimate, and affects the recognition of construction progress and revenues. Hence, the assessment of estimated total project cost is listed as a key audit matter. For relevant accounting policies, major accounting estimates, and explanations of determination, please refer to the Standalone Financial Statements Note 4 and Note 5.

Our audit procedures performed included the following:

  1. Understand control procedures for the assessment of the estimated total project cost, and conduct sampling inspections of the consistency between preparation process and internal controls.

  2. Conduct a sampling inspection of documentation related to the assessment of the estimated total project cost for new projects and additions/reductions in the current year.

  3. Conduct a sampling inspection to see if there are any major abnormalities between the actual total cost of projects concluded this year and their estimated total project cost, in order to verify the reasonableness of estimated total project cost. Conduct a sampling inspection of abnormal changes in estimated total cost, in order to determine the reasonableness of calculating the percentage of construction progress based on the estimated total project cost before the balance sheet date.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Management is responsible for the preparation and fair presentation of the standalone

324

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

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

These charged with governance, including the audit committee or supervisors, are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

325

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

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

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be

326

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Lee-Yuan Kuo and Chao-Chun Wang.

Deloitte & Touche Taipei, Taiwan Republic of China

February 27, 2024

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail.

327

China Ecotek Corporation Standalone Balance Sheets

December 31, 2023 and 2022

In Thousand of NTD

Code

1100

1110

1120

1139

1140

1150

1170

1180

1200

1220

130X

1476

1479

11XX


1510

1517

1550

1600

1755

1760

1780

1840

1915

1920

1995

15XX


1XXX

Code

2100

2130

2170

2180

2200

2230

2250

2280

2399

21XX


2527

2550

2570

2580

2640

25XX

2XXX


3110

3200


3310

3320

3350

3300

3400

3XXX

December 31, 2023
December 31, 2022
Asset
Amount

Amount

Current assets
Cash and cash equivalents (Notes 4, 6, and 14)
$ 426,644
6
$ 1,000,064
15
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
85,081
1
94,311
1
Financial assets at fair value through other comprehensive income - current (Notes 4
and 8)
31,050
-
-
-
Financial assets for hedging - current (Notes 4 and 12)
929,260
14
984,542
14
Contract assets - current (Notes 4, 25, and 31)
1,253,420
18
450,892
7
Notes receivable (Notes 4 and 9)
-
-
43
-
Accounts receivable, net (Notes 4 and 9)
43,837
1
239,763
4
Accounts receivable – related parties (Notes 4, 9, and 31)
581,748
9
484,866
7
Other receivables (Note 9)
11,414
-
12,645
-
Current tax assets (Note 27)
-
-
6,496
-
Inventories (Notes 4 and 10)
11,704
-
19,334
-
Other financial assets – current (Notes 12 and 32)
350
-
351,553
5
Other current assets (Note 13)
106,923
2
121,620
2
Total current assets
3,481,431
51
3,766,129
55
Noncurrent assets
Financial assets at fair value through profit or loss - noncurrent (Notes 4 and 7)
31,880
-
32,207
-
Financial assets at fair value through other comprehensive income - noncurrent (Notes
4 and 8)
124,976
2
102,782
2
Investments accounted for using equity method (Notes 4 and 11)
2,084,026
31
2,062,574
30
Property, plant and equipment (Notes 4 and 15)
591,372
9
310,550
5
Right-of-use assets (Notes 4 and 16)
71,706
1
92,956
1
Investment property (Notes 4, 17, and 31)
323,521
5
323,521
5
Intangible assets (Note 4)
11,138
-
8,206
-
Deferred tax assets (Note 27)
52,065
1
47,934
1
Advance payments for equipment
705
-
101,801
1
Refundable deposits
6,694
-
5,852
-
Other noncurrent assets
1,609
-
445
-
Total noncurrent assets
3,299,692
49
3,088,828
45

Total assets
$ 6,781,123
100
$ 6,854,957
100
Liabilities and equity
Current liabilities
Short-term borrowings (Notes 4 and 18)
$ 100,000
2
$ -
-
Contract liabilities - current (Notes 4, 14, 25, and 31)
1,060,741
16
1,597,256
23
Accounts payable (Note 19)
847,952
13
601,610
9
Accounts payable - related parties (Notes 19 and 31)
15,418
-
14,016
-
Other payables (Notes 14 and 20)
601,245
9
588,815
8
Current tax liabilities (Note 27)
67,283
1
56,904
1
Provisions - current (Notes 4, 14, and 21)
8,577
-
35,314
1
Lease liabilities - current (Notes 4, 16, and 31)
30,732
-
37,163
1
Other current liabilities (Note 20)
89,851
1
99,213
1
Total current liabilities
2,821,799
42
3,030,291
44
Noncurrent liabilities
Contract liabilities - noncurrent (Notes 4, 14, 25, and 31)
39,335
-
-
-
Provisions - noncurrent (Notes 4, 14, and 21)
-
-
41,418
1
Deferred tax liabilities (Note 27)
67,214
1
60,578
1
Lease liabilities - noncurrent (Notes 4, 16, and 31)
39,859
1
55,991
1
Net defined benefit liability (Notes 4 and 22)
151,768
2
155,640
2
Total noncurrent liabilities
298,176
4
313,627
5
Total liabilities
3,119,975
46
3,343,918
49
Equity (Note 24)
Capital – common stock
1,237,426
18
1,237,426
18
Capital surplus
628,629
9
628,374
9
Retained earnings
Legal reserve
725,889
11
671,306
10
Special reserve
-
-
56,639
1
Undistributed earnings
1,098,808
16
916,958
13
Total retained earnings
1,824,697
27
1,644,903
24
Other equity
(29,604)
-
336
-
Total equity
3,661,148
54
3,511,039
51
Total liabilities and equity interests
$ 6,781,123
100
$ 6,854,957
100
December 31, 2022 December 31, 2022
Amount
15
1
-
14
7
-
4
7
-
-
-
5
2
3,766,129 55
32,207
102,782
2,062,574
310,550
92,956
323,521
8,206
47,934
101,801
5,852
445
-
2
30
5
1
5
-
1
1
-
-
3,088,828 45
100
-
23
9
-
8
1
1
1
1
3,030,291 44
-
41,418
60,578
55,991
155,640
-
1
1
1
2
313,627 5
3,343,918 49
1,237,426 18
628,374 9
671,306
56,639
916,958
10
1
13
1,644,903 24
336 -
3,511,039 51
100

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

Chairman: Zhen-Jiang Chen

Managerial Officer: Chih-Feng Lee

Accounting Officer: Ya-Min Chuang

328

China Ecotek Corporation Standalone Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

In Thousand of NTD, Except EPS

2023
Code
Amount
Operating revenues (Notes 4, 14, 25, and
31)
4100 Sales revenue
$ 136,176
4500 Construction revenue
9,193,833
4600 Technical service revenue
278,832
4000 Total operating revenue
9,608,841
Operating costs (Notes 10, 14, 26, and 31)
5110 Cost of goods sold
108,215
5500 Construction costs
8,303,285
5600 Technical service costs
242,799
5000 Total operating costs
8,654,299
5900 Gross profit
954,542
5910 Less: Unrealized gain from sale
5,033
5920 Plus: Realized gain from sale
6,406
5950 Realized gross profit from operations
955,915
Operating expenses (Note 26)
6100 Selling expenses
37,466
6200 General and administrative expenses
427,437
6300 Research and development expenses
12,115
6000 Total operating expenses
477,018
6900 Operating profit
478,897
Non-operating income and expenses
(Notes 11, 26, and 31)
7100 Interest income
32,470
7010 Other income
15,386
7020 Other profits and losses
(12,770)
7050 Financial costs
(1,113)
7060 Share of the profit of associates
156,148
7000 Total
190,121
7900 Profit before income tax
669,018
7950 Income tax expense (Notes 4 and 27)
112,126
8200 Net profit for the year
556,892
2023 2022

Amount
1 $ 113,139
96
8,115,265
3
297,652
100
8,526,056
1
86,213
86
7,401,402
3
250,781
90
7,738,396
10
787,660
-
8,305
-
8,184
10
787,539
1
39,966
4
401,500
-
14,793
5
456,259
5
331,280
-
19,935
-
22,596
-
85,587
-
(797)
2
143,573
2
270,894
7
602,174
1
81,655
6
520,519
2022
1
95
4
100
1
87
3
91
9
-
-
9
-
5
-
5
4
-
-
1
-
2
3
7
1
6

329

2023
Code
Amount
Other comprehensive income (Notes 22,
24, and 27)
8310Items that will not be reclassified
subsequently to profit or loss
8311 Remeasurements of the net defined benefit
(12,107)
8316
Unrealized gains and losses on
investments in equity instruments at fair
value through other comprehensive
income
24,192
8317 Gains and losses on hedging instruments
(24,390)
8320Share of the other comprehensive income
of associates
(4,837)
8349
Income tax relating to items that will not
be reclassified subsequently to profit or
loss
2,861
8360Items that may be reclassified
subsequently to profit or loss
8370Share of the other comprehensive income
of associates
(27,397)
8399Income tax relating to items that may be
reclassified subsequently to profit or loss
5,868
8300Other comprehensive income for the year,
net of income tax
(35,810)
8500Total comprehensive income in the current
year
$ 521,082

Earnings per share (Note 28)
9750 Basic
$ 4.50
9850 Diluted
4.48
2023 2022

Amount
-
26,139
-
(29,286)
-
58,485
-
(9,244)
-
(11,068)
(1)
60,290
-
(11,405)
(1)
83,911
5 $ 604,430

$ 4.21
4.18
2022
-
(1)
1
-
-
1
-
1
7

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

Chairman: Zhen-Jiang Chen Managerial Officer: Chih-Feng Lee Accounting Officer: Ya-Min Chuang

330

In Thousand of NTD

China Ecotek Corporation Standalone Statements of Changes in Equity January 1 to December 31, 2023 and 2022

Equity attributable to owners of the Company

Other equity Other equity
Unrealized gains and
Code Capital - common
Shares (In thousand)
stock
Amount
Capital surplus Retained
Legal reserve Special reserve
earnings
Undistributed
earnings
Total Exchange differences
on translating
foreign operations
losses on financial assets
at fair value through
other comprehensive
income
Gain and losses on
hedging
instruments
Total other
equity
Total equity
A1
Balance at January 1, 2022 123,743 $ 1,237,426 $ 628,374 $ 631,546 $ 95,811 $ 693,450 $ 1,420,807 $
(103,630)$
80,844 $ (33,853)$ (56,639)$ 3,229,968
Appropriation of 2021 earnings (Note 24)
B1
Legal reserve - - - 39,760 - (39,760) - - - - - -
B3
Reversal special reserve - - - - (39,172) 39,172 - - - - - -
B5
Cash dividends to shareholders - - - - - (321,731) (321,731) - - - - (321,731)
- - - 39,760 (39,172) (322,319) (321,731) - - - - (321,731)
D1
Net income - - - - - 520,519 520,519 - - - - 520,519
D3
Other comprehensive income
income tax
(loss), net of - - - - - 26,900 26,900 48,885 (42,721) 50,847 57,011 83,911
D5
Total comprehensive income (loss) - - - - - 547,419 547,419 48,885 (42,721) 50,847 57,011 604,430
Disposal of investments in equity instruments
Q1 at fair value through other comprehensive
income - - - - - 36 36 - (36) - (36) -
T1
Adjustment
from
changes
in
associate for using equity method
equity of - - - - - (1,628) (1,628) - - - - (1,628)
Z1
Balance at December 31, 2022 123,743 1,237,426 628,374 671,306 56,639 916,958 1,644,903 (54,745) 38,087 16,994 336 3,511,039
Appropriation of 2022 earnings (Note 24)
B1
Legal reserve - - - 54,583 - (54,583) - - - - - -
B3
Reversal special reserve - - - - (56,639) 56,639 - - - - - -
B5
Cash dividends to shareholders - - - - - (371,228) (371,228) - - - - (371,228)
- - - 54,583 (56,639) (369,172) (371,228) - - - - (371,228)
D1
Net income - - - - - 556,892 556,892 - - - - 556,892
D3
Other comprehensive income
income tax
(loss), net of - - - - - (11,689) (11,689) (21,529) 16,599 (19,191) (24,121) (35,810)
D5
Total comprehensive income (loss) - - - - - 545,203 545,203 (21,529) 16,599 (19,191) (24,121) 521,082
Disposal of investments in equity instruments
Q1 at fair value through other comprehensive
income - - - - - 5,819 5,819 - (5,819) - (5,819) -
T1
Adjustment
from
changes
in
associate for using equity method
equity of - - 255 - - - - - - - - 255
Z1
Balance at December 31, 2023 123,743 $ 1,237,426 $ 628,629 $ 725,889 $ - $ 1,098,808 $ 1,824,697 $
(76,274)$
48,867 $ (2,197)$ (29,604)$ 3,661,148

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

Chairman: Zhen-Jiang Chen

Managerial Officer: Chih-Feng Lee

Accounting Officer: Ya-Min Chuang

331

China Ecotek Corporation Standalone Cash Flow Statements January 1 to December 31, 2023 and 2022

In Thousand of NTD

Code 2023 2022
Cash flow from operating activities
A10000 Profit before income tax $ 669,018 $ 602,174
A20010 Adjustments for:
A20100 Depreciation expense 54,093 52,695
A20200 Amortization expense 6,776 5,410
A20400 Net loss (gain) on financial assets and liabilities at fair
value through profit or loss
12,099 (85,590)
A20900 Financial costs 1,113 797
A21200 Interest income (32,470) (19,935)
A21300 Dividend income (1,125) (14,529)
A22300 Share of the profit of associates (156,148) (143,573)
A22500 Loss (gain) on disposal of property, plant and
equipment
483 (85)
A23900 Unrealized sales margin 5,033 8,305
A24000 Realized sales margin (6,406) (8,184)
A29900 Recognition of provisions 5,092 30,150
A29900 Others 108 (155)
A30000 Net changes in operating assets and liabilities
A31120 Hedging financial assets 30,892 (177,540)
A31125 Contract assets (802,528) 167,533
A31130 Notes receivable 43 (43)
A31150 Accounts receivable 195,926 (135,728)
A31160 Accounts receivable – related parties (96,882) 200,020
A31180 Other receivables (238) 84
A31200 Inventories 7,630 (13,120)
A31240 Other current assets 9,527 (47,597)
A32125 Contract liabilities (544,204) (108,260)
A32150 Accounts payable 246,342 (89,849)
A32160 Accounts payable - related parties 1,402 6,885
A32180 Other payables (457) 60,453
A32200 Provisions (26,223) (30,414)
A32230 Other current liabilities (606) 3,712
A32240 Net defined benefit liability (15,979) (81,884)
A33000 Cash used (generated) from operations (437,689) 181,732
A33500 Income tax paid (received) (84,017) 93
AAAA Net cash used (generated) from operating activities (521,706) 181,825
Cash flow from investing activities
B00010 Acquisition of financial assets at fair value through
other comprehensive income
(29,052) -

332

Code 2023 2022
B00100 Acquisition of financial assets at fair value through
profit or loss
(14,811) -
B00200 Disposal of financial assets at fair value through profit
or loss
12,269 248,929
B02400 Refunded payments for shares from capital reduction
of investee recognized under the equity method
4,861 15,567
B02700 Acquisition of property, plant and equipment (187,478) (119,119)
B02800 Proceeds from disposal of property, plant and
equipment
201 85
B03800 Decrease in refundable deposits 4,328 59,598
B04500 Acquisition of intangible assets (9,708) (9,660)
B06600 Decrease in other financial assets 351,203 133,154
B06700 Increase in other noncurrent assets (1,164) (398)
B07500 Interest received 33,939 13,566
B07600 Dividend received from associates 98,990 200,694
B07600 Dividend received from others 1,125 14,529
BBBB Net cash generated in investing activities 264,703 556,945

Cash flow from financing activities
C00100 Increase in short-term borrowings 100,000 -
C03000 Increase in guarantee deposit received - 2,423
C03100 Decrease in guarantee deposit received (8,756) -
C04020 Repayment of principal of lease liabilities (35,343) (32,124)
C04500 Cash dividends paid (371,228) (321,731)
C05600 Interest paid (1,090) (797)
CCCC Net cash used in financing activities (316,417) (352,229)

EEEE

Net increase (decrease) in cash and cash equivalents
(573,420) 386,541

E00100

Cash and cash equivalents at the beginning of year
1,000,064 613,523

E00200

Cash and cash equivalents at the end of year
$ 426,644 $ 1,000,064

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

Chairman: Zhen-Jiang Chen Managerial Officer: Chih-Feng Lee Accounting Officer: Ya-Min Chuang

333

China Ecotek Corporation Notes to Standalone Financial Statements For the years ended December 31, 2023 and 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. Company History

China Ecotek Corporation (the “Company”) was established in March 1993, and its main shareholder is China Steel Corporation (owned 44.76% shares of the Company’s voting shares; parent company has substantive control over the Company). The Company mainly engages in the planning, design, installation, maintenance, and environmental impact assessment for environmental protection equipment, co-generation equipment, and steel industry equipment. The shares of the Company have been listed on the Taiwan Stock Exchange since September 2001.

The standalone financial statements are presented in the Company’s function currency, the New Taiwan dollars.

  1. Date and Procedures of Approval of the Financial Statements

The standalone financial statements were approved by the board of directors and authorized for issue on February 27, 2024.

  1. Application of New Standards, Amendments, and Interpretations

  2. (I) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

334

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies.

  • (II) The IFRSs endorsed by the FSC for application starting from 2024

New, Amended and Revised Standards and Interpretations

Amendments to IFRS 16“Leases Liability in a Sale and leaseback”

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

Amendments to IAS 1 “Non-current Liabilities with Covenants”

Effective date Announced by IASB (Note 1)

January 1, 2024(Note 2)

January 1, 2024

January 1, 2024

Amendments to IAS7 and IFRS7 ”Supplier January 1, 2024(Note 3) Finance Arrangements”

  • Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.

  • Note 3: The amendments provide some transition relief regarding disclosure requirements.

As of the date the standalone financial statements were passed by the Board of Directors and released, the Company has determined that other amendments to standards and interpretations will not have a material impact on its financial position and financial performance.

335

  • (III) New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between An Investor and Its Associate or Joint
Venture”
IFRS 17 Insurance Contracts
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS 9 and
IFRS 17 -Comparative Information”
Amendments to IAS 21 “Lack of Exchangeability”
Effective date Announced
byIASB(Note1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025 (Note 2)
  • Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative of translation difference in equity.

As of the date the standalone financial statements were passed by the Board of Directors and released, the Company is still assessing the impact of other amendments to standards and interpretations on its financial position and financial performance, and will disclose the results once assessment is completed.

336

4. Summarized of Significant Accounting Policies

  • (I) Statement of compliance

The standalone financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (II) Basis of preparation

  • The standalone financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

  2. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  3. Level 3 inputs are unobservable inputs for an asset or liability.

The Company used the equity method for subsidiaries and associates when preparing the standalone financial statements. For profit/loss, other comprehensive income, and equity in the current year in the standalone financial statements to match the profit/loss, other comprehensive income, and equity attributable to owners of the

337

Company in the consolidated financial statements, "investments recognized under the equity method," "share of profits/losses of subsidiaries and associates under the equity method," "share of other comprehensive income of subsidiaries and associates under the equity method," and related equity items were adjusted for several accounting differences between the standalone and consolidated basis.

  • (III) Classification of current and noncurrent assets and liabilities

Current assets include:

  1. Assets held primarily for the purpose of trading;

  2. Assets expected to be realized within 12 months after the reporting period; and

  3. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;

  2. Liabilities due to be settled within 12 months after the reporting period; and

  3. Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as noncurrent.

The operating cycle of the construction business is longer than 1 year; hence the construction business of the Company was divided into current and noncurrent according to the general operating cycle.

338

(IV) Foreign currencies

When the Company was preparing the standalone financial statements, transactions denominated in currencies other than the functional currency (i.e., foreign currencies) are recorded after conversion into the functional currency using the exchange rate on the transaction date.

Foreign currency-denominated monetary items are converted using the closing rate on each balance sheet date. Except for currency translation difference resulting from hedging transactions against exchange rate risk, the currency translation difference resulting from settlement or conversion of monetary items is recognized as income or loss in the current year.

Foreign currency-denominated nonmonetary items carried at fair value are converted at exchange rates on the date of fair value measurement. Currency translation differences are also recognized in current profit or loss; for items that have fair value changes recognized in other comprehensive income, currency translation differences are recognized in other comprehensive income.

Foreign currency-denominated nonmonetary items carried at historical costs are converted on the transaction date and are not re-converted.

If the Company disposes of all equity interests in a foreign operation, or dispose of a portion of equity interests in the subsidiary of a foreign operation but loses control, or the retained equity interest after disposing of an associate of a foreign operation is a financial asset accounted according to the accounting policy for financial instruments, all accumulated currency translation difference related to the foreign operation will be reclassified as profit or loss.

339

If disposal of a portion of equity interest in a foreign operation by a subsidiary does not result in loss of control, accumulated currency translation difference will be proportionally recognized as an equity transaction but not recognized as profit or loss. Accumulated currency translation difference is reclassified to gains/losses according to the percentage of foreign operations disposed of in any other part.

(V) Inventory

Inventory includes raw materials and finished goods. Inventories are measured at cost and net realizable value, whichever is lower. Unless the inventories are in the same category, the cost and net realizable value is compared for each individual item. Net realizable value is the estimated selling price under normal circumstances, less the estimated cost of completion and selling expenses. The cost of inventories is calculated at its weighted average.

(VI) Investments recognized under the equity method

The Company handles investments in subsidiaries and associates using the equity method.

1. Investment subsidiary

A subsidiary refers to an entity in which the Company exercises control.

Under the equity method, investments are originally recognized at cost, and then its book value increases along with the Company's share of profits, losses and other comprehensive income of subsidiaries and profit distribution. Furthermore, changes to other

340

equity interests of subsidiaries are recognized according to the Company's shareholding ratio.

Any change in the ownership interest that does not cause the Company to lose control of the subsidiary is accounted under the equity method. Difference between the book value of an investee and the fair value of considerations paid/received is directly recognized as equity.

When the Company's share of loss in a subsidiary is equal to or exceeds the Company's equity in the subsidiary (including the subsidiary's carrying amount under the equity method and other long-term equity interests that are part of the Company's net investment in the subsidiary), the loss is recognized according to the shareholding percentage.

When the Company assesses impairment, cash generating units are considered as a whole in financial statements and the recoverable amount is compared with the carrying amount. When the recoverable amount of assets increases, then impairment loss is reversed and recognized as gain. However, after reversal of impairment losses, the carrying amount of assets may not exceed the amortized carrying amount of assets before recognizing impairment loss. Goodwill impairment may not be reversed in subsequent periods.

When the Company loses control over a subsidiary, the Company measures the remaining investment in the former subsidiary based on the fair value on the date control was lost. The difference between the fair value of the remaining investment with the proceeds from disposal and the investment's carrying amount on

341

the date control is lost is listed as profit or loss in the current year. All amounts previously recognized in other comprehensive income related to the subsidiary shall be accounted on the same basis as if the subsidiary had directly disposed of such assets or liabilities.

Unrealized gains from downstream transactions between the Company and subsidiaries are eliminated from the standalone financial statements. Gains/losses arising from upstream transactions between the Company and subsidiaries and transactions among subsidiaries were not within the scope of control exercised by the Company over subsidiaries, and were thus recognized in the standalone financial statements.

2. Investment in associates

An associate is an enterprise in which the Company has significant influence, but is not a subsidiary or a joint venture. Joint venture refers to an agreement between the Company with other companies to have joint control and rights over net assets.

The Company's investments in associates are recognized under the equity method. Under the equity method, investments in associates are originally recognized at cost, and then its book value increases along with the Company's share of profits, losses and other comprehensive income of associates and profit distribution. Furthermore, changes to equity interests of associates are recognized according to shareholding ratio.

When an associate issues new shares, if the Company does not subscribe for the shares according to its shareholding percentage

342

and results in a change in shareholding percentage, which causes the net value of equity invested to increase or decrease, capital surplus – net value of equity of associates recognized under the equity method and investments recognized under the equity method will be adjusted according to the change. If ownership interest in an associate decreases due to not subscribing for or acquiring shares according shareholding ratio, all amounts previously recognized in other comprehensive income related to the associates will be reclassified according to the decreased percentage, and the basis for accounting treatment will be the same as if the associates had directly disposed of such assets or liabilities. If capital surplus needs to be decreased for the adjustment above and the balance of capital surplus from investments recognized under the equity method is insufficient, the difference is deducted from retained earnings.

When the Company is assessing impairment, the overall carrying amount of the investment is viewed as a single asset to compare the recoverable amount with carrying amount for impairment testing, and the impairment losses recognized is a part of the investment's carrying amount. Any reversal of impairment losses is recognized within the scope of increase in recoverable amount of the investment.

The Company stops using the equity method when the investee is no longer an associate, and retained interests in the original associates are measured at fair value. The difference between the fair value and proceeds from the disposal and carrying amount of the investment on the date the equity method is no longer used is listed as a profit or loss in the current year. All amounts previously recognized in other comprehensive income related to

343

associates shall be accounted on the same basis as if the associates had directly disposed of such assets or liabilities.

Gains or losses arising from upstream, downstream, and lateral transactions between the Company and associates were not within the scope of control exercised by the Company over associates, and were recognized in the standalone financial statements.

(VII) Joint operations

Joint operations refer to an agreement between the Company with other companies to have joint control and rights over net assets and jointly responsible for liabilities.

When the Company obtains equity in operations that meet the definition of joint operations, it is handled according to the accounting policy for company mergers. However, this does not apply when the parties that share joint control before and after equity of the joint operations is obtained are under the non-temporary control of the same ultimate controller.

With regard to equity of joint operations, the Company recognizes:

  1. Its assets include the share of any jointly owned assets.

  2. Its liabilities include the share of any jointly borne liabilities.

  3. Its share of sales revenue from joint operations.

  4. Its share of income from sale of joint operations.

  5. Its expenses include the share of any jointly incurred expenses.

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The Company handles assets, liabilities, revenues, and expenses related to joint operations they have an equity interest in according to the applicable standards.

The Company sells or invests assets in joint operations, profits or losses from the transaction are only recognized with the scope of equity interest other parties have in the joint operations. When the Company purchases assets from the joint operations, the share of the profit or loss is not recognized until the asset is sold to a third party.

(VIII) Property, plant and equipment

Property, plant and equipment are recognized at cost initially, then measured in cost less accumulated depreciation.

Property, plant and equipment under construction are recognized at cost. Costs include professional service fees. Such assets are measured at cost and net realizable value until they reach the expected level of utilization. Proceeds from sales and costs are recognized in profit or loss. Such assets are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use, and depreciation expenses are recognized.

Depreciation is separately recognized for each major part of property, plant and equipment on a straight-line basis. The Company reviews methods for estimating useful life in years, residual value, and depreciation, at a minimum, on the last day of each year, as well as the effect of prospective application of changes to accounting estimates.

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When derecognizing property, plant and equipment, the difference between net disposal proceeds and the book value is recognized as gains or losses.

(IX) Investment properties

Investment properties are properties held to earn rentals.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation. Depreciation is recognized using the straight-line method.

The property of property, plant and equipment was reclassified to investment properties by carrying amount at the end of self-use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized as gains or losses.

(X) Intangible assets

1. Independently acquire

Independently acquired intangible assets with a limited useful life is initially measured at cost, and subsequently measured at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis during their useful life. The Company reviews methods for estimating useful life in years, residual value, and amortization, at a minimum, on the last day of each year, as well as the effect of prospective application of changes to accounting

346

estimates. Intangible assets with an indefinite useful life are listed at cost less accumulated impairment losses.

  1. Derecognition

When derecognizing intangible assets, the difference between net disposal proceeds and the carrying amount of the assets are recognized as gains or losses in the current year.

(XI) Impairment of property, plant and equipment, right-of-use assets, investment properties, intangible assets, and assets related to contract cost

The Company evaluates if there are any signs of impairment of property, plant and equipment, right-of-use assets, investment properties, and intangible assets on each balance sheet date. If any signs of impairment exist, then the asset's recoverable amount is estimated. If the recoverable amount cannot be estimated on an individual basis, the Company will instead estimate recoverable amounts for the entire cash-generating unit. The recoverable amount of corporate assets is allocated to the smallest identifiable cash-generating group with a reasonable and consistent basis.

Recoverable amounts are determined as the higher of "fair value less cost to sell" or the "utilization value." If the recoverable amount of an individual asset or cash-generating unit is expected to be lower than its carrying amount, the Company will reduce the carrying amount of the asset or cash-generating unit down to the recoverable amount and recognize impairment loss.

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Impairment losses of inventory, property, plant and equipment, and intangible assets recognized due to customer contracts are first recognized according to inventory impairment rules and the provision above. The carrying amount of assets related to contract costs exceeding the balance of considerations that can be expected to be recovered from the provision of related products or professional services, minus directly related costs, is recognized as impairment loss. The carrying amount of contract cost related assets is then calculated in the cash-generating unit to assess the impairment of the cash-generating unit.

When impairment losses are reversed, the carrying amount of the asset, cash-generating unit, or contract cost related asset is increased to the revised recoverable amount. However, the increased carrying amount may not exceed the asset, cash-generating unit, or contract cost related asset's book value in the previous year before impairment loss was recognized (less depreciation and amortization). Reversal of impairment losses is listed in profit and loss.

(XII) Financial instruments

When the Company is a party to contractual provisions of the instruments, financial assets and financial liabilities are recognized in the standalone balance sheet.

If financial assets and financial liabilities being recognized for the first time are not measured at fair value through profit or loss, then the are measured at fair value plus transaction costs that can be directly attributed to the acquisition or issuance of financial assets or financial liabilities. Transaction costs that can be directly attributed to the

348

acquisition or issuance of financial assets or financial liabilities are immediately recognized as profit or loss.

  1. Financial assets

Regular transactions of financial assets are recognized and derecognized using transaction date accounting.

(1) Type of measurement

Financial assets held by the Company include financial assets at fair value through profit or loss, financial assets at amortized cost, and equity instruments measured at fair value through other comprehensive income.

A. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets for which the fair value is required to be measured through profit or loss. Financial assets required to be measured at fair value through profit or loss includes investments in equity instruments not specified by the Company to be measured at fair value through other comprehensive income, and investments in liability instruments that do not qualify to be measured at amortized cost or are measured at fair value through other comprehensive income.

For "financial assets at fair value through profit or loss," any profit or loss (including any dividends generated by the financial assets) from the remeasurement of fair value

349

is listed in income. Please refer to Note 30 for methods for determining fair value.

  • B. Financial assets at amortized cost

Financial assets that the Company invests in are classified as financial assets at amortized cost if they meet both of the conditions below:

  • a. Held under a certain business model that aims to collect cash flow from the financial asset; and

  • b. The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After recognizing financial assets at amortized cost (including cash and cash equivalents, notes and accounts receivable (including related parties), other receivables, other financial assets, and refundable deposits), they are measured at carrying amount determined using the effective interest rate method less any impairment losses. Any foreign exchange gains or losses are recognized in profit and loss.

Except for the two situations below, interest income is calculated by multiplying the effective interest rate with the financial asset's total carrying amount.

  • a. For purchased or originated credit-impaired financial assets, interest income is calculated by multiplying the

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effective interest rate after credit adjustment by the amortized cost of the financial asset.

  • b. For non-purchased or non-originated credit-impaired financial assets that subsequently become credit-impaired financial assets, interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial asset.

Credit-impaired financial assets mean that the issuer or debtor has encountered major financial difficulties, defaulted, may very likely declare bankruptcy or other financial restructuring, or an active market for the financial asset has disappeared due to financial difficulties.

Cash equivalents include highly liquid time deposits and commercial paper that can be converted into a specific amount of cash with low risk of value change within 3 months after being acquired. Cash equivalents are used to meet short-term cash commitments.

  • C. Investments in equity instruments measured at fair value through other comprehensive income

The Company may make an irreversible decision during initial recognition to measure equity instruments, which are not held for trading and not recognized from mergers and acquisitions, at fair value through other comprehensive income.

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Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, and subsequent changes to fair value are listed in other comprehensive income and accumulated in other equity. When disposing of investments, accumulated gains or losses is directly transferred to retained earnings and not reclassified as income.

Dividends from equity instruments measured at fair value through other comprehensive income are recognized in income when the Company is determined to have the right to receive the dividends, unless the dividends clearly represent the recovery of partial investment costs.

(2) Impairment of financial assets and contract assets

The Company evaluates the impairment loss of financial assets (including accounts receivable) and contract assets at amortized cost using expected credit losses (ECL) on each balance sheet date.

A loss provision is recognized for lifetime ECL for accounts receivables and contract assets. For other financial assets, whether or not credit risk has significantly increased after the financial asset was recognized is first evaluated. If it has not significantly increased, then a loss provision is recognized for 12-month ECL. If it has significantly increased, then a loss provision is recognized for lifetime ECL.

ECL is the weighted average credit loss using the risk of default as weights. 12-Month ECL is the ECL from potential

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default on the financial instrument within 12 months after the reporting date. Lifetime ECL is the ECL from potential default during the expected lifetime of the financial instrument.

For the purpose of internal credit risk management, the Company may deem a financial asset to be in default in the event of any one of the following situations without considering collateral:

  • A. There is internal or external information showing that the debtor is no longer able to repay debts.

  • B. More than 120 days late, unless there is reasonable information with evidence supporting that it is better to extend the deadline for determining default.

The impairment loss on all financial assets is recognized by lowering the book value of the loss provision.

(3) Derecognition of financial assets

The Company derecognizes financial assets when the contractual rights to the cash inflow from the financial asset are terminated or when the Company transfers the financial assets with substantially all the risks and rewards of ownership to other enterprises.

When derecognizing a financial asset at amortized cost, the difference between carrying amount and consideration received is recognized in gain or loss. When derecognizing investments in equity instruments at fair value through other

353

comprehensive income, accumulated gains is directly transferred to retained earnings and not reclassified as profit or loss.

  1. Equity instruments

Equity instruments issued by the Company are recognized at the price amount obtained less the direct flotation costs.

  1. Financial liabilities

  2. (1) Subsequent measurement

Financial liabilities are measured at amortized cost using the effective interest rate method.

  • (2) Derecognition of financial liabilities

When a financial liability is derecognized, any difference between it’s carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) is recognized in gain or loss.

(XIII) Hedge accounting

The Company engages in cash flow hedges using designated hedging tools (including non-derivative tools for avoiding exchange rate risk), and uses cash flow hedges for hedging against exchange rate risks of firm commitments.

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Gain and loss on the effective portion of designated hedging tools that are cash flow hedges are recognized in other comprehensive income. The ineffective portion is immediately recognized as profit or loss.

When a hedge is recognized as profit or loss, the amount originally recognized in other comprehensive income will be reclassified to profit or loss, and recognized under hedged items in the Standalone Statements of Comprehensive Income. However, when expected hedging transactions are recognized as non-financial assets or non-financial liabilities, the amount originally recognized in other comprehensive income will be transferred from equity to the original cost of the non-financial asset or liability.

The Company only extends or suspends hedge accounting when the hedging relationship no longer meets the criteria of hedge accounting. This includes the maturity, sale, termination, or exercise of hedging tools. The amount already recognized in other comprehensive income during the effective period of the hedge is still recognized in equity before the expected transaction occurs. When the expected transaction is no longer expected to occur, the amount originally recognized in other comprehensive income will be immediately recognized in profit or loss.

(XIV) Provision

The amount recognized as liability provision give considers to the risk and uncertainty of obligations. It represents the best estimate of the cash outlay needed to settle obligations on the balance sheet date. Liability provision is measured at the discounted cash flow required to settle obligations.

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1. Onerous contracts of projects

When the Company expects that unavoidable costs of fulfilling obligations of a construction contract will exceed the economic benefits expected to be obtained from the contract, the present obligation of the project's onerous contract is recognized as a liability provision. When evaluating whether a contract is losing the contract cost includes both incremental cost and other allocated direct costs.

2. Decommissioning and maintenance reserve

When equipment maintenance reserve is recognized as an expense in the current year according to commercial practices, and there is new information that makes it necessary to revise previous estimates, a change in accounting estimate is made to adjust the profit or loss in the current year. When maintenance costs are paid, the equipment maintenance reserve is first offset, and any shortfall is recognized as an expense in the current year.

(XV) Revenue recognition

After the Company identifies its contractual obligations with each customer, it allocates the transaction price to each contractual obligation, and then recognizes revenue when each contractual obligation is fulfilled.

1. Sale of goods

Sales revenue is recognized when the Company fulfills contractual obligations by transferring goods to the customer (in principle,

356

when the goods are shipped for domestic sales and when the goods are loaded on to the ship for exports).

Sales revenue is measured at the fair value of considerations (after commercial discounts and quantity discounts) agreed to by the Company with customers. For contracts in which the transfer of goods and collection of consideration is less than one year apart, the trading price of its significant financing component is not adjusted.

2. Construction revenue

Revenue from construction contracts is gradually recognized by the Company in the construction process. The costs incurred by construction are directly related to the fulfillment of contractual obligations, so the Company estimates progress based on the ratio of actual costs to the estimated total project cost. The Company gradually recognizes contract assets in the construction process, and lists them under accounts receivable when an invoice is issued. If the construction payment collected exceeds the amount recognized in revenue, the difference is recognized in contract liabilities. Pursuant to the terms and conditions of contracts, the purpose of construction retainage is to ensure that the Company completes all contractual obligations, and is recognized as a contract asset before the Company completes contract performance.

3. Provision of labor services

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Revenue from the provision of labor services according to a contract is recognized according to the progress of contract completion.

(XVI) Lease

On the date a contract is formed, the Company evaluates if the contract is (or includes) a lease.

Where the Company is the lessee

Except for low value asset leases and short-term leases, for which lease payments are recognized as expenses on a straight-line basis over the lease tenor, other leases are all recognized as right-of-use assets and lease liabilities from the start date of the lease.

Right-of-use assets are initially measured at cost (including the original amount of lease liabilities), and are subsequently measured at cost less accumulated depreciation and accumulated impairment loss, with adjustments made to the remeasurement of lease liabilities. Right-of-use assets are independently presented in the balance sheet.

Depreciation of right-of-use assets is recognized on a straight-line basis from the start date of the lease until the expiry of its useful life or lease tenor, whichever is earlier.

Lease liabilities (including fixed payments and variable lease payments determined by an index or rate) are initially measured at the present value of lease payments. If the interest rate implicit in a lease is easy to determine, then lease payments will be

358

discounted using the interest rate. If the interest rate is not easy to determine, then the lessee's incremental borrowing rate of interest is used.

In subsequent periods, lease liabilities were measured at amortized cost using the effective interest rate method, and interest expense is recognized over the lease term. If there is a change to the lease tenor or the index or fee rate used to determine lease payments that results in a change in future lease payments, the Company will remeasure lease liabilities and adjust corresponding right-of-use assets. However, if the carrying amount of right-of-use assets has been reduced to zero, then the remaining remeasurement amount will be recognized in profit or loss. Lease liabilities are independently presented in the balance sheet.

Where the Company is the lessor

Proceeds received for an operating lease are recognized as income on a straight-line basis over the lease tenor. All initial and direct costs incurred in relation to the negotiation and arrangement of operating leases are added to the book value of the lease asset, and recognized as gains using the straight-line basis over the lease tenor. Under an operating lease agreement, contingent rent is recognized as gains in the year of occurrence.

(XVII) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assests,

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until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All borrowing costs other than those stated above are recognized in profit or loss in the period in which they are incurred.

(XVIII) Employee benefits

1. Short-term employee benefits

Short-term employee benefits-related liabilities are measured at the undiscounted amount of the benefits expected to be paid in exchange for employee services.

2. Post-employment benefit

For defined contribution plans, pension contributions made by the Company over the course of employment are listed as expenses; the cost of defined benefits (including service cost, net interest, and number of remeasurement) for defined benefit plans is calculated using the projected unit credit method. Service costs (including service costs in the current period) and net interest accrued on net defined benefit liabilities are recognized as employee benefit expenses when they occur. The number of remeasurement (including calculation of income and losses and return on assets of the plans less interest) is recognized in other

360

comprehensive income when it occurs and listed in retained earnings, and is not reclassified to profit or loss.

Net defined benefit liability is the deficit of contributions to defined benefit plans.

(XIX) Income tax

Income tax expense is the sum of current income tax and deferred income tax.

1. Current income tax

The Company determines current income (loss) according to the regulations enacted by each income tax reporting jurisdiction, and calculates the income tax payable (recoverable) on this basis.

Income tax on undistributed earnings is calculated in accordance with the Income Tax Act and recognized in the year the resolution is adopted by the shareholders' meeting.

An adjustment to the income tax payable in the previous year is listed as the current income tax.

2. Deferred income tax

Deferred income tax is calculated based on the temporary difference between the book value of assets and liabilities from the taxable income that was calculated. Deferred income tax liabilities are generally recognized based on the taxable temporary difference, and deferred income tax assets are recognized when

361

there is likely to be taxable income to offset the temporary difference.

Taxable temporary differences relating to subsidiaries, associated companies and joint ventures are recognized as deferred income tax liabilities, except in cases where the Company is able to control the timing of which temporary differences are reversed, and that such temporary differences are highly unlikely to reverse in the foreseeable future. Deductible temporary differences relating to these investments are recognized as deferred income tax assets only to the extent that sufficient taxable income can be earned to offset the temporary differences, and that reversal is expected to occur in the foreseeable future.

The book value of deferred income tax assets is reexamined on each balance sheet date, and the book value is reduced if it is not very likely there will be sufficient taxable income to recover all or a part of the assets. Those that were not recognized as deferred income tax assets are also reexamined on each balance sheet date, and the book value is increased if it is very likely there will be sufficient taxable income to recover all or a part of the assets.

Deferred income tax assets and liabilities are measured using the tax rate in the period in which liabilities are expected to be paid off or assets are expected to be realized. The tax rate is based on the tax rate and tax law that has been enacted or substantially enacted on the balance sheet date. The measurement of deferred income tax liabilities and assets reflects on the tax effects of the ways the Company expects to recover or pay off the book value of its assets or liabilities on the balance sheet date.

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3. Current and deferred income tax

Current and deferred income tax are recognized in profit or loss, except for items that are bound to be recognized under other comprehensive income or directly as other equity items.

5. Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The management will continuously review the estimates and underlying assumptions when developing significant accounting estimates in the Company.

Key Sources of Estimation Uncertainty

Construction contracts

Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

363

The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts.

6. Cash and cash equivalents

December 31,2023 December 31,2022
Cash on hand $
875 $

877
Checking accounts and demand deposits 155,769 199,187
Cash equivalents (investments with original
maturities of less than 3 months)
Commercial papers 270,000 800,000
$
426,644 $

1,000,064
  1. Financial instruments at fair value through profit or loss
December 31,2023 December 31,2022
Current
Financial assets mandatorily classified as at
FVTPL
Non-derivative financial assets
Emerging market shares in Taiwan $
85,081 $

94,311
Noncurrent
Financial assets mandatorily classified as at
FVTPL
Non-derivative
financial
assets
Unlisted shares in Taiwan $
31,880 $

32,207

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  1. Financial instruments at fair value through other comprehensive income
December 31,2023 31,2023 December 31,2022 December 31,2022
Current
Equity instrument investments
Listed shares $ 31,050 $ -
Noncurrent
Equity instrument investments
Foreign investments – Unlisted shares $ 124,976 $
102,782
9. Notes, Accounts receivable and other receivables
December 31,2023 December 31,2022
Notes receivable
Measured at amortized cost $ - $ 43
Accounts
receivable
(including


related

parties)
Measured at amortized cost $ 625,585 $ 724,629
Other receivables
Interest receivable $ 5,998 $ 7,467
Technical service revenue receivable 5,416 4,968
Others - 210
$ 11,414 $ 12,645

(I) Accounts receivable

The Company's accounts receivable is measured at amortized cost. The Company makes prudent assessment of their customers. The counterparties are creditworthy companies; as a result, the significant credit risk is unexpected. The Company continues to manage the financial condition and entire credit risk of their customers, and obtain sufficient collateral if needed to mitigate the risk of financial loss from late payment.

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The Company continues to monitor the collection of receivables to ensure that proper actions are made to collect past due receivables. Additionally, the Company reviews the recoverable amounts of receivables one by one on the balance sheet date to ensure that proper allowances are recognized for unrecoverable receivables.

The expected credit losses on accounts receivable are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and direction of economic conditions at the reporting date.

The Company writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of accounts receivable based on the impaired aging analysis.

December 31,2023

December 31,2023
31 to 60 61 to 365 Over 365
Not Past Due 1 to 30 Days Days Days Days Total
Gross carrying amount $
625,542 $
32 $ 11 $ - $ - $ 625,585
Loss allowance (Lifetime ECL) - - - - - -
Amortized cost $
625,542 $
32 $ 11 $ - $ - $ 625,585
December 31,2022
31 to 60 61 to 365 Over 365
Not Past Due 1 to 30 Days Days Days Days Total
Gross carrying amount $
724,672 $
- $ - $ - $ - $ 724,672
Loss allowance (Lifetime ECL) - - - - - -
Amortized cost $
724,672 $
- $ - $ - $ - $ 724,672

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(II) Other receivables

The Company estimates the unrecoverable amount based on its historical experience and analysis of current financial position, and allocates a loss provision accordingly.

There was no loss provision balance as at December 31, 2023 and 2022.

10. Inventories

December 31,2023 December 31,2022
Raw materials $
4,712 $

4,595
Finished goods 6,992 14,739
$
11,704 $

19,334

The cost of inventories recognized as operating costs for the years ended December 31, 2023 and 2022 were NT$108,215 thousand and NT$86,213 thousand, respectively.

11. Investments recognized under the equity method

December 31,2023 December 31,2022
Investment in subsidiary $
1,019,560 $

1,027,067
Investment in associates 1,064,466 1,035,507
$
2,084,026 $

2,062,574

Investment in subsidiaries

Investment in subsidiaries
December
Amount
CEC Development Corporation
$ 984,713
CEC International Corporation
34,812
China Ecotek India Private
Limited
35
$ 1,019,560
December 31,2023
December 31,2022
% of
Ownership
Amount
% of
Ownership
100
$ 986,012
100
100
41,017
100
0.1
38
0.1
$ 1,027,067
December 31,2022
% of
Ownership
100
100
0.1

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Investment in associates

Investment in associates
December December
31,2023 31,2022
Material associates
China Steel Machinery Corporation (CSMC) $ 558,730 $ 529,821
CSC Solar Corporation (CSCSOLAR) 293,643 280,240
852,373 810,061
Associates that are not individually material 212,093 225,446
$ 1,064,466 $ 1,035,507
(I)
Material associates
Name of
Associate
CSMC
CSCSOLAR
Main Businesses
Production and sales of machinery and
equipment, such as steel equipment,
railway
vehicles,
transportation
equipment, and power generators
Solar power generation
Principal place of
business
Kaohsiung City
Kaohsiung City
Shareholdingand votingrights(%) Shareholdingand votingrights(%)
December 31,
2023
26.02
20
December 31,
2022
26.02
20

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Corporation for equity accounting purposes.

CSMC

CSMC
December 31,2023 December 31,2022
Current assets $
3,862,592 $

3,776,675
Noncurrent assets 1,296,783 1,367,849
Current liabilities (2,842,659) (2,836,946)
Noncurrent liabilities (169,407) (271,372)
Equity $
2,147,309 $

2,036,206
Proportion of the Corporation’s ownership
(%)
26.02 26.02
Equity attributable to the Corporation
(carrying amount of the investment) $
558,730 $

529,821

368

2023 2022
Operating revenue $
5,511,709 $

6,106,697
Net profit for the year $
391,776 $

293,158
Other comprehensive income (1,991) 50,197
Total comprehensive income $
389,785 $

343,355
CSCSOLAR
December 31,2023 December 31,2022
Current assets $
167,577 $

148,887
Noncurrent assets 4,154,301 4,122,408
Current liabilities (950,131) (969,251)
Noncurrent liabilities (1,402,628) (1,393,073)
Equity $
1,969,119 $

1,908,971
Proportion of the Corporation’s ownership
(%) 20 20
Equity attributable to the Corporation $
393,824 $

381,794
Unrealized gains or losses resulting from
transactions (100,181) (101,554)
Carrying amount of the investment $
293,643 $

280,240
2023 2022
Operating revenue $
527,517 $

482,647
Net profit for the year $
116,446 $

121,014
Other comprehensive income 4,742 (2,380)
Total comprehensive income $
121,188 $

118,634
Aggregate information of associates that are not individually material
2023 2022
The Corporation’s share of
Net profit for the year $
2,908 $

11,392
Other comprehensive income (3,562) (18,564)
Total comprehensive income $
(654)$

(7,172)

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The Company held more than 20% of the shares with its parent company CSC and fellow subsidiaries are accounted for using the equity method.

Refer to Table 5 “Information on Investees” and Table 6“Information on Investments in Mainland China” for the nature of business, principal place of business, and country of registration of the investees above.

  1. Hedging financial assets and other financial assets
December 31,2023 December 31,2022
Financial assets for hedging- current
Time deposits $
825,449 $

654,994
Demand deposits 103,811 329,548
$
929,260 $

984,542

The Company purchases foreign currency bank deposits to pay for materials purchased from other countries for construction projects, in order to lower the cash flow risk generated by exchange rate fluctuations. Please refer to Note 30.

December 31,2023 December 31,2022
Other financial assets – current
Restricted bank deposits (Note 32) $
350 $

251,553
Time deposits with original maturities more
than 3 months
- 100,000
$
350 $

351,553
  1. Other current assets
December 31,2023 December 31,2022
Advance payments $
51,809 $

39,973
Temporary and stand-in payments 33,914 56,914
Refundable deposits 19,563 24,733
Prepaid sales tax and excess VAT paid 1,637 -
$
106,923 $

121,620

370

14. Joint control operations

Since March 2004, the Company and jointly contracted were contracted to jointly operate and maintain water treatment equipment of Chengcing Lake water treatment plant for a 15-year period until February 2019. The Company obtained a new contract to February 2022, and according to the agreement in the contract the performance period was extended to February 2025. According to the contract, operation and maintenance work should be jointly controlled and operated by both parties. The assets, liabilities, revenue and costs related to this project are shared by the Company (51%) and foreign contractor (49%). A bank account for working capital was opened in the Company's name.

Items handled by the contractor include:

December 31,2023 December 31,2022
Demand deposits $
92,747 $

111,491
Temporary receipts (funds collected on
behalf of the joint company) $
42,613 $

46,586

As of December 31, 2023 and 2022, the bank has provided Taiwan Water Corporation with a performance guarantee of NT$51,000 thousand.

The Company recognized the following amounts of assets, liabilities, revenue, and costs of joint operations in the standalone financial statements:

(1) Assets

Assets
December December
31,2023 31,2022
Demand deposits $ 47,301 $ 56,860

371

(2) Liabilities

Liabilities
December December
31,2023 31,2022
Contract liabilities (including current and
noncurrent) $ 18,708 $ -
Other payables (Note 20) 12,787 19,648
Provision (including current and noncurrent) - 18,198
$ 31,495 $ 37,846

(3) Revenues and costs

Revenues and costs
2023 2022
Operating revenue $ 134,960 $ 158,116
Operating costs 130,387 136,761
Gross profit $ 4,573 $ 21,355

15. Property, plant and equipment

2023

Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Cost
Balance at January 1, 2023 $ 205,627 $
96,469 $

99,721 $

6,619 $

63,113 $

43,062 $
5,031 $ 519,642
Additions - - 9,974 1,511 - 10,145 279,808 301,438
Disposals - - (3,972) (738) - (6,666) - (11,376)
Reclassify - - - - - - 131 131
Balance at December 31,
2023 $ 205,627 $
96,469 $

105,723 $

7,392 $

63,113 $

46,541 $
284,970 $ 809,835

Accumulated depreciation
Balance at January 1, 2023 $ - $
50,680 $

58,693 $

5,436 $

59,933 $

34,350 $
- $ 209,092
Depreciation - 2,076 8,345 397 3,180 6,065 - 20,063
Disposals - - (3,291) (738) - (6,663) - (10,692)
Balance at December 31,
2023 $ - $
52,756 $

63,747 $

5,095 $

63,113 $

33,752 $
- $ 218,463
Carrying amount at
December 31, 20223 $ 205,627 $
43,713 $

41,976 $

2,297 $

- $

12,789 $
284,970 $ 591,372

2022

Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Cost
Balance at January 1, 2022 $ 529,148 $
96,469 $

117,977 $

6,667 $

63,113 $

42,668 $
500 $ 856,542
Additions - - 7,473 - - 4,895 4,531 16,899
Disposals - - (25,729) (48) - (4,501) - (30,278)

372

2022

Construction
in Progress
Machinery and
and Transportation Leasehold Other Equipment to
Land Buildings Equipment Equipment improvements Equipment be Inspected Total
Reclassify to investment
property (323,521) - - - - - - (323,521)
Balance at December 31,
2022 $ 205,627 $
96,469 $

99,721 $

6,619 $

63,113 $

43,062 $
5,031 $ 519,642

Accumulated depreciation
Balance at January 1, 2022 $ - $
48,563 $

77,171 $

5,040 $

55,395 $

34,249 $
- $ 220,418
Depreciation - 2,117 7,251 444 4,538 4,602 - 18,952
Disposals - - (25,729) (48) - (4,501) - (30,278)
Balance at December 31,
2022 $ - $
50,680 $

58,693 $

5,436 $

59,933 $

34,350 $
- $ 209,092
Carrying amount at
December 31, 2022 $ 205,627 $
45,789 $

41,028 $

1,183 $

3,180 $

8,712 $
5,031 $ 310,550

The following items of property, plant and equipment are depreciated on a straight-line basis over the following useful lives:

Buildings Main building 35-55 years Renovation 10 years Machinery and equipment 3-10 years Transportation equipment 3-10 years Leasehold improvements 4-10 years Other Equipment 3-10 years

  1. Lease agreement

(I) Right-of-use assets

December 31,2023 December 31,2022 December 31,2023 December 31,2022
Right-of-use assets
Land $
3,383 $
10,150
Buildings 51,220 68,909
Machinery 572 1,000
Transportation equipment 16,531 12,897
$
71,706 $
92,956

373

2023 2022
Additions to right-of-use assets $ 12,780 $ 34,272
Depreciation charge for right-of-use assets
Land $ 6,767 $ 6,766
Buildings 17,689 18,397
Machinery 428 429
Transportation equipment 9,146 8,151
$ 34,030 $ 33,743

Except for the additions and depreciation charge above, there was no significant sub-lease and impairment of the Company's right-of-use assets in 2023 and 2022.

(II) Lease liabilities

December 31,2023 December 31,2022
Current $ 30,732 $ 37,163
Non-current $ 39,859 $ 55,991
Range of discount rate (%) for lease liabilities was as follows:
December 31,2023 December 31,2022
Land 0.56 0.56
Buildings 0.56-1.71 0.56-1.71
Machinery 0.57 0.57
Transportation equipment 0.56-1.68 0.56-1.68

(III) Important lease activities and clauses

The Company leased factories, land, and offices for operations from non-related parties Pwu Diing Enterprise Co., Ltd., You Cheng Enterprise Co., Ltd., Port of Taichung, and Jye Chi Corporation, and the parent company CSC with a lease period of 3-10 years.

374

(IV) Others lease information

2023 2022
Expenses relating to short-term leases and
low-value asset leases $ 5,673 $ 5,311
Expenses relating to variable leases
payments not included in the measurement
of lease liabilities $ 2,321 $ 1,446
Total cash outflow for leases $ 44,289 $ 39,677

For buildings and transportation equipments which qualify as short-term leases and as low-value asset leases, the Company has elected to apply the recognition exemption and thus did not recognize right-of-use assets and lease liabilities for these leases.

For the agreement of the Company to lease its own investment properties, please refer to Note 17.

17. Investment propertiey

December 31,2023 December 31,2022
Land $ 323,521 $ 323,521

The fair value of investment property on December 31, 2023 was NT$361,000 thousand. The fair value has not been evaluated by an independent evaluator, but was measured by the company's management with reference to market evidence of similar real estate transaction prices using level 3 input values.

Future minimum leases for operating leases had been fully charged.

The investment property is ownd by the Company.

For the leased transactions to related parties, please refer to Note 31.

375

18. Borrowings

December 31,2023 December 31,2022 December 31,2023 December 31,2022
Unsecured loans $
100,000 $
-
Interest rate (%) 1.66 -
  1. Accounts payable

The company's accounts payable (including related parties) are all incurred due to business operations, and the Company does not provide collateral to creditors for accounts payable (including related parties).

The Company established a financial risk management policy to ensure all payables are repaid within the credit period agreed to in advance, hence interest does not need to be added.

Accounts payable include construction retainage in construction contracts. Interest is not accrued on construction retainage, and is paid after the retention period of the construction contract ends. The retention period is the normal business cycle of the Company, and usually exceeds 1 year.

20. Other liabilities

December 31,2023 December 31,2022 December 31,2023 December 31,2022
Current
Other payables
Salaries and bonus $
512,530 $
472,570
Compensation of employees and
remuneration of directors 28,331 31,355
Equipment operation and maintenance
expenses (Note 14) 12,787 19,648
Business tax - 33,552
Others 47,597 31,690
$
601,245 $
588,815

376

December 31,2023 December 31,2022

Other current liabilities
Temporary receipts $ 44,146 $ 48,140
Collections for third parties 29,230 25,842
Deposits received 11,615 20,371
Others 4,860 4,860
$ 89,851 $ 99,213

21. Provision

December 31,2023
December 31,2022
December 31,2023
December 31,2022
December 31,2023
December 31,2022
Current
Onerous contracts $ 8,577 $ 18,209
Decommissioning and maintenance reserve - 17,105
$ 8,577 $ 35,314
Non-current
Decommissioning and maintenance reserve
$
- $ 41,418
Decommissioning
Onerous and maintenance
contracts reserve Total
Balance at January 1,2023 $ 18,209 $
58,523 $
76,732
Recognized (Reversal) 8,505 (3,413) 5,092
Paid (18,137) (8,086) (26,223)
Reclassify - (47,024) (47,024)
Balance at December 31,2023 $ 8,577 $
- $
8,577
Balance at January 1,2022 $ 23,638 $
53,358 $
76,996
Recognized 2,200 27,950 30,150
Paid (7,629) (22,785) (30,414)
Balance at December 31,2022 $ 18,209 $
58,523 $
76,732

377

22. Retirement benefit plans

(I) Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Based on the LPA, the Company makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

(II) Defined benefit plans

The Company adopted the defined benefit plan under the Labor Standards Law, under which pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company makes contributions, equal to a certain percentage of total monthly salaries, to a pension fund, which is deposited in the Bank of Taiwan in the name of and administered by the pension fund monitoring committee. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the Bureau); the Company has no right to influence the investment policy and strategy.

378

The amount of defined benefit plans included in the standalone balance sheets were as follows:

December 31,2023 December 31,2022
Present value of defined benefit obligation $
626,653 $

605,305
Fair value of plan assets (474,885) (449,665)
Net defined benefit liabilities $
151,768 $

155,640

Movements of net defined benefit liabilities were as follows:

Present value of
defined benefit Fair value of Net defined
obligation plan assets benefit liabilities
Balance at January 1,2023 $ 605,305 $ (449,665)$
155,640
Service cost
Current service cost 9,420 - 9,420
Interest expense (income) 9,080 (6,919) 2,161
Recognized in profit or loss 18,500 (6,919) 11,581
Remeasurement
Return
on
plan assets
(excluding amounts
included in net interest) - (2,596) (2,596)
Actuarial loss - changes in
financial assumptions 13,958 - 13,958
Actuarial loss - experience
adjustments 745 - 745
Recognized in other
comprehensive income 14,703 (2,596) 12,107
Benefits paid (11,855) 7,436 (4,419)
Contributions from the
employer - (23,141) (23,141)
Balance at December 31,2023 $ 626,653 $ (474,885)$
151,768

379

Present value of
defined benefit Fair value of Net defined
obligation plan assets benefit liabilities
Balance at January 1,2022 $ 618,862 $ (355,199)$
263,663
Service cost
Current service cost 11,073 - 11,073
Interest expense (income) 3,067 (1,784) 1,283
Recognized in profit or loss 14,140 (1,784) 12,356
Remeasurement
Return
on
plan
assets
(excluding amounts
included in net interest) - (24,402) (24,402)
Actuarial gain - changes in
financial assumptions (16,455) - (16,455)
Actuarial loss - experience
adjustments 14,718 - 14,718
Recognized in
other
comprehensive income (1,737) (24,402) (26,139)
Benefits paid (25,960) 16,098 (9,862)
Contributions from
the
employer - (84,378) (84,378)
Balance at December 31,2022 $ 605,305 $ (449,665)$
155,640
Summary of defined benefit plans recognized in profit or loss by
function:
2023 2022
Summary by function
Operating costs $ 9,407 $ 9,204
Selling expenses 336 445
Administrative expenses 1,778 2,649
R&D expenses 60 58
$ 11,581 $ 12,356

380

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

1. Investment risks

The Bureau of Labor Funds (BLF), Ministry of Labor (MOL) invests the labor pension fund in domestic (overseas) equity securities, bonds, and bank deposits at its own discretion and through mandated investments. However, the distributable amount of assets may not be lower than gains calculated using the interest rate for 2-year time deposits at local banks.

2. Interest rate risk

A decrease in government bond interest rate will cause the present value of defined benefit liabilities to increase. However, this will be partially offset by an increase in the return on the plan’s debt investments.

3. Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligations were carried out by qualified actuaries. The principal assumptions used for the purposes of the actuarial valuations were as follows:

381

Discount rate (%)
Estimated salary growth rate (%)
Mortality rate
Employee turnover rate (%)
Disability rate
December 31,2023
December 31,2022
1.250
1.500
3.500
3.500
Sixth Taiwan Standard
Ordinary Experience
Mortality Table
Sixth Taiwan Standard
Ordinary Experience
Mortality Table
0-4.0
0-4.0
10% of mortality rate 10% of mortality rate

If a reasonable change to a significant actuarial assumption occurs while all other assumptions remain the same, the amount of increase (decrease) in the present value of defined benefit liabilities is as follows:

December December
31,2023 31,2022
Discount rate
0.25% increase $ (13,958)$ (14,391)
0.25% decrease $ 14,418 $ 14,888
Expected rate of salary increase
0.25% increase $ 13,891 $ 14,371
0.25% decrease $ (13,521)$ (13,967)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

December December
31,2023 31,2022
The expected contributions to the
plan for the next year $ 18,842 $ 23,289
The average duration of the
defined benefit obligation
8.8 years 9.6 years

382

23. Asset and liability maturity analysis

Assets and liabilities of the Company related to environmental protection projects are divided into current and noncurrent based on business cycle. Accounts are listed by amount expected to be collected or paid within 1 year or longer than 1 year after the balance sheet date:

Within 1
year Over 1 Year Total
December 31,2023
Assets
Contract assets-current $ 1,229,007 $ 24,413 $ 1,253,420
Accounts
receivable
(including
related parties) 625,585 - 625,585
Restricted
bank
deposits -
recognized in other financial assets - 350 350
Refundable deposits - recognized
in other current assets 19,563 - 19,563
$ 1,874,155 $ 24,763 $ 1,898,918
Liabilities
Contract liabilities - current $ 1,040,897 $ - $ 1,040,897
Accounts
payable
(including
related parties) 808,908 54,462 863,370
Provisions - current 2,082 6,495 8,577
Deposits received - recognized in
other current liabilities 5,048 6,567 11,615
$ 1,856,935 $ 67,524 $ 1,924,459
Within 1
year Over 1 Year Total
December 31,2022
Assets
Contract assets-current $ 312,147 $ 138,745 $ 450,892
Notes receivable 43 - 43

383

Within 1
year Over 1 Year Total
Accounts
receivable
(including
related parties) 724,629 - 724,629
Restricted
bank
deposits -
recognized in other financial assets 251,203 350 251,553
Refundable deposits - recognized
in other current assets 15,952 8,781 24,733
$ 1,303,974 $ 147,876 $ 1,451,850
Liabilities
Contract liabilities - current $ 1,260,235 $ 337,021 $ 1,597,256
Accounts
payable
(including
related parties) 558,970 56,656 615,626
Provisions - current 32,236 3,078 35,314
Refund liabilities - recognized in
other current liabilities 12,699 7,672 20,371
$ 1,864,140 $ 404,427 $ 2,268,567
  1. Equity

(I) Capital – common stock

December 31,2023 December 31,2022
Number of shares authorized (in thousands) 220,000 220,000
Authorized capital $
2,200,000 $

2,200,000
Number of shares issued and fully paid (in
thousands) 123,743 123,743
Issued capital $
1,237,426 $

1,237,426

The Company's common shares have a face value of NT$10. Each share is entitled to one voting right and the right to receive dividends.

384

(II) Capital surplus

December 31,2023 December 31,2022

May be used to offset deficit, distribute cash or transfer to share capital (see Note below)

May be used to offset deficit, distribute cash
or transfer to share capital (see Note below)
Additional paid-in capital $ 628,364 $ 628,364
Maybe used to offset deficit only
Gains on the disposal of fixed assets 10 10
Adjustment from changes in equity of
associate for using equity method
255 -
265 10
$ 628,629 $ 628,374

Note: The capital surplus could be used to offset a deficit and distribute as cash dividends or transfer to capital when the Company has no deficit (limited to a certain percentage of the Company’s paid-in capital).

  • (III) Retained earnings and dividend policy

Pursuant to the Articles of Incorporation, if there is a profit after year-end closing, after compensating for losses of previous years, it shall be distributed in the following order:

  1. Appropriate 10% as the legal reserve, until the aggregate amount has reached the Company's paid-in capital.

  2. Set aside or reverse a special reserve depending on operating needs and regulatory requirements.

  3. Where there are still distributable earnings, the board of directors shall then submit an earnings distribution proposal to the shareholders’ meeting for approval

385

The Company is in a high-tech engineering market with stable growth and also develops diverse strategies at the same time. The Company also expands the business operating foundation in the development of investment plans, including environmental protection and energy etc. During the establishment of the proposal for distribution of earnings by the board of directors, it is necessary to consider the stability of dividends. Except when there is need for capital, the earnings distributed each year shall account for more than 50 percent of the distributable earnings, and where the shareholders' cash dividend shall not be less than 10 percent of the shareholders' dividend.

The legal reserve may be used to offset losses. When the Company does not have any losses, the amount of legal reserve that exceedes 25% of paid-in capital may be capitalized and may also be distributed in cash.

The Company passed the 2022 and 2021 earnings distribution in the annual general meeting in June 2023 and 2022, respectively:

Appropriation of Appropriation of Dividend Per Share
Earnings (NT$)
2022 2021 2022 2021
Legal reserve $ 54,583 $ 39,760
Special reserve (reversal) (56,639) (39,172)
Cash dividends 371,228 321,731 $ 3.0 $ 2.6
$ 369,172 $ 322,319

The Company passed the 2023 earnings distribution in the Board meeting in February 2024:

Appropriation of
Earnings
Dividend Per Share
(NT$)
Legal reserve $ 55,102
Special reserve 29,604
Cash dividends 408,350 $
3.3

386

Appropriation of
Earnings

$ 493,056
Dividend Per Share
(NT$)

The appropriations of earnings for 2023 are subject to the resolution of the shareholder’s meeting to be held in June 2024.

  • (IV) Other equity items

  • Exchange differences on translating foreign operations

2023 2022
Balance, beginning of the year $ (54,745)$ (103,630)
Recognized during the year
Share
from
subsidiaries
and
associates accounted for using the
equity method (27,397) 60,290
Income tax relating to share from
subsidiaries and associates accounted
for using the equity method 5,868 (11,405)
Other comprehensive income (loss)
recognized in the year (21,529) 48,885
Balance, end of the year $ (76,274)$ (54,745)
2.
Unrealized gains and losses on financial assets at fair value
2.
Unrealized gains and losses on financial assets at fair value
2.
Unrealized gains and losses on financial assets at fair value
2.
Unrealized gains and losses on financial assets at fair value
through other comprehensive income
2023 2022
Balance, beginning of the year $ 38,087 $ 80,844
Recognized during the year
Unrealized gains and losses - equity
instruments 24,192 (29,286)

387

2023 2022
Share from associates accounted for
using the equity method (3,154) (19,292)
Income tax effect (4,439) 5,857
Other comprehensive income (loss)
recognized in the year 16,599 (42,721)
Cumulative unrealized gains and losses
of equity instruments transferred to
retained earnings due to disposal (5,819) (36)
Balance, end of the year $ 48,867 $ 38,087
3.
Gains and losses on hedging
instrument
2023 2022
Balance, beginning of the year $ 16,994 $ (33,853)
Recognized during the year
Profit or loss from changes in fair
value of hedging tools – Exchange
rate risk 2,438 4,557
Share from associates accounted for
using the equity method 321 4,059
Income tax effect (488) (911)
Reclassification adjustment
Profit or loss from changes in fair
value of hedging tools – Exchange
rate risk (26,828) 53,928
Income tax effect 5,366 (10,786)
Other comprehensive income (loss)
recognized in the year (19,191) 50,847
Balance, end of the year $ (2,197)$ 16,994

388

  1. Revenues

The Company's operating revenues on the Standalone Statement of Comprehensive Income are all from contracts with customers, and have been divided according to economic factors.

(I) Contract balance

December December January
31,2023 31,2022 1,2021
Notes and accounts receivable (including
related parties) $ 625,585 $ 724,672 $ 788,921
Contract assets-current
Construction contracts $ 1,253,420 $ 450,892 $ 618,425
Contract
liabilities
- current and
noncurrent
Construction contracts $ 1,040,897 $ 1,597,256 $ 1,705,420
Technical service revenue 59,179 - -
Sales contracts - - 96
$ 1,100,076 $ 1,597,256 $ 1,705,516

The changes in the balance of contract assets and contract liabilities resulted primarily from the difference in timing between the satisfaction of performance obligations and customer payment.

Revenue recognized in the current reporting period from the contract liabilities at the beginning of the year and from the performance obligations satisfied in the previous periods was summarized as follows:

389

2023 2022
From the contract liabilities at the
beginning of the year
Construction contracts $ 1,276,805 $ 1,203,136
Sale contracts - 96
$ 1,276,805 $ 1,203,232
  • (II) Partially completed contracts

As of December 31, 2023 and 2022, the transaction price allocated to the performance obligations that were not fully satisfied amounted to NT$14,921,273 thousand and NT$17,448,064 thousand, respectively. The Company will recognize revenue as the construction is being completed and expected timing for recognition of revenue is on various dates through June 2027.

  1. Profit before income tax

Profit before income tax includes the following items:

(I) Interest income

2023 2022
Demand deposits $ 25,695 $ 16,202
Others 6,775 3,733
$ 32,470 $ 19,935
(II)
Other income
2023 2022
Rental income $ 11,664 $ 7,510
Dividend income 1,125 14,529
Others 2,597 557
$ 15,386 $ 22,596

390

(III) Other profits and losses

2023 2022
Gains (Losses) on financial assets at
fair value through profit or loss $ (12,099) $ 85,590
Net foreign exchange gain 87 1,033
Others (758) (1,036)
$ (12,770)$ 85,587
The net foreign exchange gains or losses above The net foreign exchange gains or losses above includes:
2023 2022
Foreign exchange gain $ 1,123 $ 2,002
Foreign exchange loss (1,036) (969)
Net exchange gain $ 87 $ 1,033

(IV) Financial costs

2023 2022
Interest of lease liabilities $ 952 $ 796
Others 161 1
$ 1,113 $ 797
(V)
Depreciation and amortization
2023 2022
Property, plant and equipment $ 20,063 $ 18,952
Right-of-use assets 34,030 33,743
Intangible assets 6,776 5,410
$ 60,869 $ 58,105
An analysis of depreciation by function
Operating costs $ 25,372 $ 23,486
Operating expenses 28,721 29,209

391

2023 2022
$ 54,093 $ 52,695
An analysis of amortization by function
Operating expenses $ 6,776 $ 5,410
(VI) Employee benefit expenses
2023 2022
Short-term employee benefits
Salaries $ 1,402,689 $ 1,294,496
Labor and health insurance 108,359 99,947
Others 29,668 24,647
1,540,716 1,419,090
Post-employment benefits (Note 22)
Defined contribution plans 45,933 42,728
Defined benefit plans 11,581 12,356
57,514 55,084
Employee benefit expenses $ 1,598,230 $ 1,474,174
An analysis of employee benefits by function
Operating costs $ 1,249,137 $ 1,137,643
Operating expenses 349,093 336,531
$ 1,598,230 $ 1,474,174

(VII) Compensation of employees and remuneration of directors

According to the Articles of Incorporation, the article stipulate the Company distributed compensation of employees and remuneration of directors at the rates no less than 0.1% and no higher than 1%, respectively, of pre-tax profit prior to deducting compensation of employees and remuneration of directors. The Board of Directors

392

adopted the following resolutions in February 2024 and 2023 on compensation of employees and remuneration of directors in 2023 and 2022 (all distributed in cash):

2023 2022
Compensation of employees $ 23,609 $ 26,129
Remuneration of directors 4,722 5,226

If there is any change in the amounts after the annual standalone financial statements are authorized for issue, the difference is record as a change in accounting estimate in the next following year.

The appropriations for compensation of employees and remuneration of directors for 2022 and 2021 which had been approved by the board of directors’ meeting in February 2023 and 2022, respectively, were as follows:

2022 2021
Compensation of employees $ 26,129 $ 20,165
Remuneration of directors 5,226 4,033

The amounts recognized in the standalone financial statement for 2022 and 2021 are the same as which approved in the board of directors’ meeting.

Information on the compensation of employees and remuneration of directors resolved by the board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

393

  1. Income tax

  2. (I) Income tax recognized in profit or loss

The major components of income tax were as follows:

2023 2022
Current tax
In respect of the current year $ 100,561 $ 58,070
In respect of prior years 331 740
100,892 58,810
Deferred tax
In respect of the current year 9,790 22,845
In respect of prior years 1,444 -
11,234 22,845
$ 112,126 $ 81,655

The reconciliation of accounting profit and income tax expense was as follows:

2023 2022
Profit before income tax $ 669,018 $ 602,174
Income tax expense calculated at the
statutory rate $ 133,804 $ 120,435
Tax-exempt income (23,453) (39,520)
In respect of prior years 1,775 740
$ 112,126 $ 81,655

394

(II) Income tax gains (expenses) recognized in other comprehensive income

2023 2022
Deferred tax
Remeasurement of defined benefit plans $ 2,422 $ (5,228)
Investments
in
equity

instruments
measured at fair value through other
comprehensive income (4,439) 5,857
Share of other comprehensive income of
subsidiaries and associates accounted for
using the equity method 5,868 (11,405)
Profit or loss from hedging instruments 4,878 (11,697)
$ 8,729 $ (22,473)
(III)
Current income tax assets and liabilities
(III)
Current income tax assets and liabilities
December 31,2023 December 31,2022
Current income tax assets
Tax refunds receivable $ - $ 6,496
Current income tax liabilities
Income tax payable $ 67,283 $ 56,904

(IV) Deferred income tax assets and liabilities

Movements of deferred tax assets and liabilities were as follows:

2023

2023
Balance,
Beginning
of Year
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Balance,
End of Year
Deferred tax assets
Temporary differences
Provision $ 9,553 $ (149) $ - $
9,404

395

2023

2023
Balance,
Beginning
of Year
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Balance,
End of Year
Difference between tax reporting
and
financial
reporting
-
construction revenues and costs 3,686 (1,978) - 1,708
Unrealized
gain
on
the
transactions
with
subsidiaries
and associates 20,311 (274) - 20,037
Currency translation difference
of foreign operations 13,793 - 5,868 19,661
Others 591 90 574 1,255
$ 47,934 $ (2,311)$ 6,442 $
52,065
Deferred tax liabilities
Temporary differences
Financial assets at fair value
through
other
comprehensive
income $ 17,807 $ - $ 4,439 $
22,246
Foreign investment gain 37,622 5,738 - 43,360
Defined benefit pension plan 834 3,196 (2,422) 1,608
Others 4,315 (11) (4,304) -
$ 60,578 $ 8,923 $ (2,287)$
67,214
2022
Balance,
beginning
of year
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Balance,
end of year
Deferred tax assets
Temporary differences
Defined benefit pension plan $ 20,771 $ (15,543) $ (5,228) $
-
Provision 7,874 1,679 - 9,553
Difference between tax reporting
and
financial
reporting -
construction revenues and costs 4,706 (1,020) - 3,686
Unrealized
gain

on
the
transactions
with

subsidiaries
and associates 20,286 25 - 20,311
Currency translation difference
of foreign operations 25,198 - (11,405) 13,793

396

2022

2022
Balance,
beginning
of year
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Balance,
end of year
Losses carried forward 3,331 (3,331) - -
Others 8,182 (197) (7,394) 591
$ 90,348 $ (18,387)$ (24,027)$
47,934
Deferred tax liabilities
Temporary differences
Financial assets at fair value
through
other
comprehensive
income $ 23,664 $ - $ (5,857) $
17,807
Foreign investment gain 34,010 3,612 - 37,622
Defined benefit pension plan - 834 - 834
Others - 12 4,303 4,315
$ 57,674 $ 4,458 $ (1,554)$
60,578

Other temporary differences above are mainly temporary differences between cash flow hedges and net amount of unrealized foreign exchange gain or loss.

  • (V) Income tax assessment

The Company's income tax returns through 2021 have been assessed by the tax authorities.

  1. Earnings per share

The earnings and weighted average number of shares outstanding used to computation of earnings per share were as follows:

397

Net profit for the year Net profit for the year Number of shares (in thousand shares)

2023 2022
$ 556,892 $ 520,519
Number of shares (in thousand shares)

2023
2022
es

123,743
123,743
y
497 683
es
er
124,240 124,426

Weighted average number of ordinary shares used in computation of basic earnings per share

Effect of dilutive potential ordinary shares-Compensation of employees

Weighted average number of ordinary shares used in computation of diluted earnings per share

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

29. Capital risk management

The Company engages in capital management to ensure that it can maximize return for shareholders by optimizing the balance of liabilities and equity, under the premise that it is able to continue as a going concern.

The Company's capital structure consists of net liabilities (i.e., loans less cash and cash equivalents) and equity (i.e., share capital, capital surplus, retained earnings, and other equity item). The Company is not required to comply with other external capital related regulations.

398

30. Financial instruments

(I) Information on fair value

  1. Information on fair value –Fair value of financial instruments that are measured at fair value on a recurring basis
December 31,2023
Level 1 Level 2 Level 3 Total
Financial assets at fair value through
profit or loss
Emerging market shares in Taiwan $ - $ - $ 85,081 $ 85,081
Unlisted shares in Taiwan - - 31,880 31,880
$ - $ - $ 116,961 $ 116,961
Financial assets at fair value through
other comprehensive income
Listed shares $ 31,050 $ - $ - $ 31,050
Foreign unlisted shares - - 124,976 124,976
$ 31,050 $ - $ 124,976 $ 156,026
December 31,2022
Level 1 Level 2 Level 3 Total
Financial assets at fair value through
profit or loss
Emerging market shares in Taiwan $ - $ - $ 94,311 $ 94,311
Unlisted shares in Taiwan - - 32,207 32,207
$ - $ - $ 126,518 $ 126,518
Financial assets at fair value through
other comprehensive income
Foreign unlisted shares $ - $ - $ 102,782 $ 102,782

There was no transfer between level 1 and level 2 fair value measurements in 2023 and 2022.

399

  1. Reconciliation of Level 3 fair value measurements of financial assets

2023

2023
Financial assets
Financial assets at fair value
at fair value through other
through profit comprehensive
Financial Asset or loss income Total
Balance, beginning of the year $
126,518 $

102,782
$ 229,300
Additions 14,811 - 14,811
Disposals (12,269) - (12,269)
Recognized in profit or loss (12,099) - (12,099)
Recognized in other
comprehensive income - 22,194 22,194
Balance, end of the year $
116,961 $

124,976
$ 241,937
Unrealized gains and losses for
the year $
(20,619)
$ (20,619)
2022
Financial assets
Financial assets at fair value
at fair value through other
through profit comprehensive
Financial Asset or loss income Total
Balance, beginning of the year $
84,876 $

132,068
$ 216,944
Disposals (45,899) - (45,899)
Recognized in profit or loss 87,541 - 87,541
Recognized in other
comprehensive income - (29,286) (29,286)
Balance, end of the year $
126,518 $

102,782
$ 229,300
Unrealized gains and losses for
the year $
53,929
$ 53,929

400

  1. Valuation techniques and inputs applied for the purpose of measuring level 3 fair value measurement

  2. (1) The fair value of emerging stock is estimated based on its closing price and taking into consideration its liquidity.

  3. (2) The fair value of domestic unlisted stock is estimated based on the most recent net value of the investee or transaction price. The fair value of foreign unlisted stocks is estimated using the market approach.

  4. (II) Financial instruments by category

December 31,2023 December 31,2022

Financial Asset
Financial assets at fair value through profit
or loss $ 116,961 $ 126,518
Financial assets for hedging 929,260 984,542
Financial assets at amortized cost 1) 1,090,250 2,119,519
Financial assets at fair value through other
comprehensive income
156,026 102,782
Financial liabilities
Financial liabilities at amortized cost 2) 1,576,230 1,224,812
  • Note 1: The balance includes cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables, other financial assets, refundable deposits (the current portion is listed in other current assets), and other financial assets at amortized cost.

  • Note 2: The balance includes short -term borrowings, accounts payable (including related parties), other payables, and deposits

401

received (the current portion is listed under other current liabilities), and other financial liabilities at amortized cost.

(III) The purpose and policy of financial risk management

The Company's main financial instruments include financial assets for hedging, accounts receivable, equity investments, other financial assets, borrowings, accounts payable, and lease liabilities. The financial management department provides services to business units, coordinates operations in domestic and foreign financial markets, and analyzes exposure based on the level and extent of risks, in order to supervise and manage financial risks related to the Company's operations. Such risks include market risks (including exchange rate risk and interest rate risk), credit risk, and liquidity risk.

The significant financial activities of the Company are reviewed by the Board of Directors according to regulations and the internal control system. Internal auditors continue to review policy compliance and exposure. The Company has not used financial instruments (including derivative financial instruments) for speculative trading.

1. Market Risk

(1) Foreign exchange risk

The Company purchases and sells goods denominated in foreign currencies, and is thus exposed to the risk of exchange rate fluctuations. The Company manages exposure to foreign exchange risk using foreign currency deposits and firm commitment opposite to exchange rate fluctuations within the scope permitted by policy.

402

Please see Note 34 for the carrying amount of the Company's major monetary assets not denominated in the functional currency on the balance sheet date.

The table below shows the Company's sensitivity analysis when NTD (the functional currency) appreciates/depreciates 1% against foreign currencies. A positive number is the amount that pre-tax profit or equity will increase when NTD depreciates 1% against CNY and USD. Pre-tax profit or equity will decrease the same amount when NTD appreciates 1% against CNY and USD.

USD Impact USD Impact CNY Impact CNY Impact
2023 2022 2023 2022
Profit before income tax $ 126$ 37 $ (227) $ 53
Equity 3,497 1,619 6,241 8,493
(2) Interest rate risk

The carrying amount of the Company's financial assets and liabilities that are exposed to interest rate risk on the balance sheet date is as follows:

December 31,2023 December 31,2022
Fair value interest rate risk
Financial liabilities $
70,591 $

93,154
Cash flow interest rate risk
Financial assets 243,140 497,388

The Company is exposed to interest rate risk due to financial assets with floating interest rates. The method for analyzing floating interest rate assets assumes that the amount of assets

403

outstanding on the balance sheet date were outstanding throughout the year.

If interest rates had been 1% higher/lower and all other variables were held constant, the Company's pre-tax profit for the years ended December 31, 2023 and 2022 would have been higher/lower by NT$2,431 thousand and NT$4,974 thousand, respectively, and is mainly due to the Company's floating interest rate bank deposits.

2. Credit risk

Credit risk refers to the risk of financial loss to the Company arising from default by counterparties. As of the balance sheet date, the Company's greatest credit risk exposure to financial losses caused by transaction counterparties failing to fulfill their obligations is in the book value of financial assets recognized on the standalone balance sheet.

Among the balance of the Company's accounts receivable, customers that account for over 10% of total accounts receivable are as follows:

December 31,2023 December 31,2022
Parent company $ 229,314 $ 305,299
Dragon Steel 176,000 94,010
CSCSOLAR 152,318 81,454

Customer D
- 206,121
$ 557,632 $ 686,884

404

3. Liquidity risk

The Company manages and maintains a sufficient position of cash and cash equivalents or financial products that can easily be liquidated, and maintains a suitable credit limit through loan agreements with financial institutions to meet the needs of operations.

The table below provides the maturity analysis of remaining non-derivative financial liabilities for the repayment period agreed to by the Company. It is prepared based on the non-discounted cash flow (including principal and interest) of financial liabilities up to the earliest date that the liabilities may need to be repaid by the Company.

Within 1year Over 1year Total
December 31,2023
Short-term Borrowing $ 100,264 $ - $ 100,264
Accounts payable (including
related parties) 808,908 54,462 863,370
Other payables 601,245 - 601,245
Lease liabilities 31,433 40,628 72,061
Deposits received 5,048 6,567 11,615
$ 1,546,898 $ 101,657 $ 1,648,555
December 31,2022
Accounts payable (including
related parties) $ 558,970 $ 56,656 $ 615,626
Other payables 588,815 - 588,815
Lease liabilities 38,026 57,238 95,264
Deposits received 12,699 7,672 20,371
$ 1,198,510 $ 121,566 $ 1,320,076

405

4. Cash flow hedging

December 31,2023

December 31,2023
Hedginginstruments
Cash flow hedging

Hedging deposits
Currency
Contract
amount
JPY
$ 280,050
USD
7,320
EUR
577
CNY
144,228
Maturity Forward
price
NA

NA

NA

NA
Carryamount
Line items on the
balance sheets
Asset
Liability
Financial
assets
for hedging
$ 60,827 $ -
Financial
assets
for hedging
224,754
-
Financial
assets
for hedging
19,605
-
Financial
assets
for hedging
624,074
-
$ 929,260 $ -
Carrya mount
Liability
NA
NA
NA
NA

==> picture [59 x 7] intentionally omitted <==

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

December 31,2023
----- End of picture text -----

Balance in other equity Balance in other equity Balance in other equity
Change in fair value of hedged items
used for calculating hedge
Hedged Items ineffectiveness Continuinghedges Discontinuinghedges
Cash flow hedging
Forecast purchases and construction
contracts $ 24,390 $ (2,872) $ -
2023
Amount Reclassified to P/L
and the Adjusted Line Item
Due to Hedged
Hedging Amount of Line Item in Which Due to Future Cash
Gains (Losses) Hedge Hedge Hedged Flows
Ineffectiveness No Longer
Recognized Recognized in Ineffectiveness is Item Expected to
Effect on Comprehensive Income (Loss) in OCI P/L Included AffectingP/L Occur
Cash flow hedging
Hedging deposits $
(19,512)$

-
- $ - $ -

December 31,2022

December 31,2022
Hedginginstruments Currency
Contract
amount
JPY
$ 132,576
USD
1,924
EUR
1,385
CNY
192,677
Contract
amount
Maturity Forward
price
Carryamount
Line items on the
balance sheets
Asset
Liability
Financial assets for
hedging
$ 30,811 $ -
Financial assets for
hedging
59,077
-
Financial assets for
hedging
45,332
-
Financial assets for
hedging
849,322
-
$ 984,542 $ -
Carry amount
Liability
Cash flow hedging
Hedging deposits
NA
NA
NA
NA
NA

NA

NA

NA

406

December 31,2022

==> picture [454 x 225] intentionally omitted <==

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

Balance in other equity
Change in fair value of hedged items
used for calculating hedge
Hedged Items ineffectiveness Continuing hedges Discontinuing hedges
Cash flow hedging
Forecast purchases and construction
contracts $ (58,485) $ 21,518 $ -
2022
Amount Reclassified to P/L
and the Adjusted Line Item
Due to Hedged
Hedging Amount of Line Item in Future Cash
Gains (Losses) Hedge Which Hedge Due to Hedged Flows
Ineffectiveness No Longer
Effect on Comprehensive Income (Loss) Recognized Recognized in Ineffectiveness Expected to
in OCI P/L is Included Item Affecting P/L Occur
Cash flow hedging
Hedging deposits and commercial paper $ 46,788 $ - - $ - $ -
----- End of picture text -----

31. Related Party Transactions

(I) Name and relationship of related parties

Relationship with the Name of related art Com an p y p y China Steel Corporation Parent company China Ecotek Vietnam Company Ltd. Subsidiary Dragon Steel Corporation (Dragon Steel) Fellow subsidiary China Steel Machinery Corporation Fellow subsidiary United Steel Engineering & Construction Fellow subsidiary Corporation CSC Solar Corporation (CSCSOLAR) Fellow subsidiary Chung Hung Steel Corporation Fellow subsidiary C.S. Aluminum Corporation Fellow subsidiary Steel Castle Technology Corporation Fellow subsidiary China Steel Chemical Corporation Fellow subsidiary InfoChamp Systems Corporation Fellow subsidiary China Steel Security Corporation Fellow subsidiary CHC Resources Corporation Fellow subsidiary

407

Relationship with the Company

Relationship with the
Name of relatedparty
China Steel and Nippon Steel Vietnam
Joint Stock Company
China
Steel
Management
Consulting
Corporation
Union Steel Development Corporation
Universal Exchange Inc.
Sing Da Marine Structure Corporation
Betacera Inc.
China Steel Global Trading Corporation
China Steel Structure Co., Ltd.
China Steel Express Corporation
HIMAG Magnetic Corporation
Taiwan Intelligent Transportation Co., Ltd.
China Rosperity Development Corporation
China Prosperity Construction Corporation
Honley Auto. Parts Co., Ltd.
Formosa Ha Tinh Steel Corporation
Hua Eng Wire and Cable Co., Ltd.
Great Grandeul Steel Co., Ltd.
Company
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Associate
Other related party
Director of the Company
Director of the Company
(II)
Business transaction
2023 2022
Operatingrevenue
Parent company $ 6,084,192 $ 5,836,308
Subsidiary - 1,579
Fellow subsidiary
Dragon Steel 1,321,037 1,210,868
Others 496,596 410,344
Associate 220 -
Other related parties 8,642 16,418
Director of the Company - 114
$ 7,910,687 $ 7,475,631

408

2023 2022
Purchase
of
goods and
outsourcing fees
Parent company $ 4,090 $ 14,224
Fellow subsidiary 77,827 279,475
Director of the Company 8,345 4,428
$ 90,262 $ 298,127

The Company's operating revenues were mainly from construction revenues from the companies above, and the total contract price was negotiated based on the scale or nature of each project. The receivables were collected within approximately 2-3 months after the invoice is issued. The Company's contracts with related parties were different from unrelated parties, so there were no similar transactions for comparison.

Purchase of goods and outsourcing fees were negotiated based on the model or nature of the project, and payment was paid within 1-2 months. The Company's transactions with related parties were different from unrelated parties, so there were no similar transactions for comparison.

The balances of contract assets, contract liabilities, and accounts payable/receivable to/from related parties on the balance sheet date were as follows:

Account Items
Contract assets-current
Related Parties Types
December
31,2023
December
31,2022
Parent company
$ 690,392 $ 364,423
Fellow subsidiary
Dragon Steel
350,177
67,567
Others
71,683
6,858
$ 1,112,252 $ 438,848
December
31,2022

409

Account Items
Contract liabilities-current
Accounts
receivable-related parties
Accounts payable-related
parties
Related Parties Types
December
31,2023
December
31,2022
Parent company
$ 822,900 $ 1,159,154
Fellow subsidiary
127,225
162,896
Other related parties
9,792
11,574
$ 959,917 $ 1,333,624
Parent company
$ 229,314 $ 305,299
Fellow subsidiary
Dragon Steel
176,000
94,010
CSCSOLAR
152,318
81,454
Others
24,016
4,103
Associate
100
-
$ 581,748 $ 484,866
Parent company
$ 17 $ 23
Fellow subsidiary
12,634
13,993
Director of the Company
2,767
-
$ 15,418 $ 14,016
December
31,2022

The outstanding accounts payable to related parties were unsecured and will be settled in cash. Accounts receivable from related parties were also unsecured and no imparirment loss was recognized as of December 31, 2023 and 2022.

(III) Other transactions

1. Construction contracts

The balance of construction contracts not yet performed in operating revenues is listed below:

410

December December
31,2023 31,2022
Parent company $ 11,068,023 $ 12,100,564
Fellow subsidiary
Dragon Steel 2,030,735 2,268,478
Others 358,182 566,898
Other related parties 12,149 13,930
$ 13,469,089 $ 14,949,870

Accumulated balance of construction progress of construction contracts is listed below:

December December
31,2023 31,2022
Parent company $ 10,365,837 $ 7,816,541
Fellow subsidiary
Dragon Steel 2,310,391 1,939,911
Others 549,372 329,215
Other related parties 1,673,257 1,671,475
$ 14,898,857 $ 11,757,142
2. Lease agreements
Related Parties December 31, December 31,
Account Items Types 2023 2022
Lease liabilities
(current and noncurrent)

Parent company $
13,849 $ 25,600
2023 2022
Related Parties Types
Interest expense
Parent company $ 318 $ 129
Rental expenses
Parent company $ 2,535 $ 1,666

411

The Company leased offices and production equipment from the parent company with a lease period of 3-5 years. The rental was based on the rental for similar assets and was paid quarterly or semi-annually according to the lease agreements.

Rent expenses included short-term leases and low value asset leases of buildings and transportation equipment and variable lease payments that were not included in the measurement of the lease liability.

(IV) Lease arrangements

As descirbed in Note 17, the Company leased out land, which was located in the Linyuan District, Kaohsiung City to its parent entity. Price was negotiated between both sides and collected every half year. The lease term of the contract will end in May 2023. As of December 31, 2023, the gross lease payment had been fully received. The amount of lease income recognized for 2023 amd 2022 were NT$11,664 thousand and NT$6,804 thousand, respectively.

(V) Compensation for management

2023 2022
Short-term employee benefits
(salary, dividends, and bonuses) $ 27,026 $ 27,004

Remuneration of directors and management was determined by the remuneration committee based on the personal performance evaluation and market trends.

412

32. Pledged Assets

The Company provides the following assets as guarantee for contract performance:

December 31, 2023 December 31, 2022

Time deposits (recognized in other financial assets-current)

$ 350 $ 251,553

  1. Significant Contingent Liabilities and Unrecognized Contractual Commitments

In addition to those described in other notes, the Company also has the following major commitments and contingencies on December 31, 2023

  • (I) The Company provided approximately NT$565,118 thousand in performance bond and warranty bond through a bank for construction contracts.

  • (II) The Company provided approximately NT$95,685 thousand in notes as the performance bond and warranty bond for major projects.

  • (III) The Company's balance of issued but unutilized L/C for the purchase of construction equipment is approximately NT$17,770 thousand.

  • (IV) Property purchase and construction contracts for NT$136,320 thousand were signed but not yet recorded.

  • Significant assets and liabilities denominated in foreign currencies

The following information was aggregated by the foreign currencies other than functional currencies of the Company and the exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

413

December 31, 2023
Foreign currency assets
Monetary items
USD
$ CNY
EUR
JPY
Non-monetary items
Financial assets at fair
value through other
comprehensive income
USD
Foreign currency liabilities
Monetary items
CNY
December 31, 2022
Foreign currency assets
Monetary items
USD
$ CNY
EUR
JPY
Foreign
Currencies
(In
Thousands)

7,731
144,912
585
280,054
4,070
5,920
Foreign
Currencies
(In
Thousands)

2,070
193,884
1,386
132,580
Exchange
rate
30.7050 $ 4.3270
33.9800
0.2172
30.7050
4.3270
Exchange
rate
30.7100 $ 4.4080
32.7200
0.2324
Carrying
Amount (In
Thousands of
New Taiwan
Dollars)

237,392
627,032
19,878
60,828
124,976
25,618
Carrying
Amount (In
Thousands of
New Taiwan
Dollars)

63,569
854,642
45,341
30,812

414

Non-monetary items
Financial assets at fair
value through other
comprehensive income
USD
Foreign currency liabilities
Monetary items
USD
Foreign
Currencies
(In
Thousands)
3,347
25
Exchange
rate
30.7100
30.7100
Carrying
Amount (In
Thousands of
New Taiwan
Dollars)
102,782
767

For 2023 and 2022, realized and unrealized net foreign exchange gains and losses were gian NT$87 thousand and gian NT$1,033 thousand. It is impractical to disclose net foreign exchange gains or losses by each significant foreign currency due to the variety of the foreign currency transaction and functional currencies of the Company.

  1. Separately disclosed items

Matters required to be disclosed in 2023 are as follows:

  • (I) Information about significan transactions and (II) investees

  • Financing provided to others: None.

  • Endorsements or guarantees provided: None.

  • Marketable securities held at the end of the year (excluding investments in subsidiaries and associate): Table1.

  • Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

415

  5. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  6. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  7. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 2.

  8. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 3.

  9. Derivatives trading: None.

  10.  Other: The business relationship and key transactions between intra-group companies and amount: Table 4.

  11.  Information investees: Table 5.
  • (III) Information on investments in maimland China

  • Information on any investee in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 6.

  • Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

     - (1)  The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year: None.
    
     - (2)  The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year: None.
    

416

  • (3) The amount of property transactions and the amount of the resultant gains or losses: None.

  • (4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes: None.

  • (5) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds: None.

  • (6) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services: None.

  • (IV) Information on major shareholders: Name of shareholder with 5% shareholding or above, number of shares held, and ratio: Table 7.

36. Segment Information

The Company had already disclosed segment information in the consolidated financial statements, so it is not required to disclose such information in the standalone financial statements.

417

China Ecotek Corporation and Subsidiaries

Marketable securities held at the end of the year

December 31, 2023

Table 1

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Held
Company
Name
Type and Name of Marketable Securities Relationship with
the Company
Financial Statement Account End of theyear End of theyear End of theyear End of theyear End of theyear End of theyear Note
shares/unit
s
Carrying
Value
Percentage of
Ownership (%)

Fair value
The
Company
Stock
Yeong Long Technologies Co., Ltd.
Hsin Yu Energy Development Co., Ltd.
Green Shepherd Corporation
Stock
Locus Cell Co., Ltd.
Lianyou Metals Co., Ltd.
TFBS Bioscience, Inc
Stock
China Steel Corporation
Stock
Asia Pacific Energy Development Company
Limited
-
-
-
-
-
-
Parent company
The held company as
its director
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or
loss-noncurrent
Financial assets at fair value through profit or loss-current
Financial assets at fair value through profit or loss-current
Financial assets at fair value through profit or loss-current
Financial assets at fair value through other comprehensive
income-current
Financial assets at fair value through other comprehensive
income-noncurrent
440,000
391,249
784,000

2,990,000
114,000
104,000

1,150,000
2,212,590
$ 15,079

-

16,801
$ 31,880
$ 74,750

6,331

4,000
$ 85,081
$ 31,050
$ 124,976

1.13

0.16

5.55


1.50

0.37

0.30


0.01

11.11
$ 15,079
-
16,801
$ 31,880
$ 74,750
6,331
4,000
$ 85,081
$ 31,050
$ 124,976









418

China Ecotek Corporation and Subsidiaries

Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital From January 1 to December 31, 2023

Table 2

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Transaction Transaction Receivables(Payables) Receivables(Payables)
Abnormal transaction As a
Purchaser/Seller Related Party Relationship Purchase (sales) Amount Percentage
of total
purchases
(sales) (%)
Payment Terms Ending balance


percentage
of total
accounts
receivable
(payable)
Note

Unit price
Credit period
The Company China Steel Corporation
Dragon Steel Corporation
CSC Solar Corporation
Parent company
Fellow subsidiary
Fellow subsidiary
Construction revenue
Construction revenue
Construction revenue
$ (5,947,799)
(1,304,272)
(340,037)

(62)

(14)

(4)
Contract period
Contract period
Contract period

Note

Note

Note
Note
Note
Note
$ 229,314
176,000
152,318

37

28

24

Note: Please refer to Note 31.

419

China Ecotek Corporation and Subsidiaries

Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital

December 31, 2023

Table 3

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover rate (%) Overdue Overdue Amount Received in
Subsequent Period
Allowance for
Impairment Loss
Amount Actions Taken
The Company China Steel Corporation
Dragon Steel Corporation
CSC Solar Corporation
Parent company
Fellow subsidiary
Fellow subsidiary
$ 229,314
176,000
152,318

22.76

9.79

2.95
$ -

-

-

-

-

-
$ 227,285
71,548
3,044
$ -

-

-

420

China Ecotek Corporation and Subsidiaries

The business relationship and key transactions between intra-group companies and amount

From January 1 to December 31, 2023

Table 4

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Transaction Transaction Transaction
No Company Name Related Party Relationship As a percentage of
Item Amount Trade terms total revenue or
tatal assets
1

















The Company

















China Ecotek Vietnam Company Limited

















subsidiary

















General and administrative
expenses

$ 11,012









According to the contract












-

















421

China Ecotek Corporation and Subsidiaries

Information investees

From January 1 to December 31, 2023

Table 5

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Initial investment amount Initial investment amount Shareholding at the end of year Shareholding at the end of year Shareholding at the end of year Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
Number of
Shares
Percentage
(%)
Carrying
Amount
End of the
current year
End of the
previous year
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
CEC Development
Corporation
CEC International
Corporation
CEC Development Corporation
CEC International Corporation
China Steel Machinery Corporation
Chiun Yu Investment Corporation
Chi-Yi Investment Corporation
Jiing-Cherng-Fa Investment Corporation
United Steel International Development
Corporation
Hung-chuan Investment Corporation
CSC Solar Corporation
Eminent III Venture Capital Corporation
Pro-Ascentek Investment Corporation
China Ecotek India Private Limited
China Ecotek Vietnam Company Limited
China Ecotek India Private Limited
Samoa
Samoa
Kaohsiung City
Kaohsiung City
Kaohsiung City
Kaohsiung City
British Virgin
Islands
Kaohsiung City
Kaohsiung City
Taipei City
Kaohsiung City
India
Vietnam
India
General investment
General investment
Manufacture and sale of products for
iron
and
steel
equipment,
vehicle
transportation
equipment,
power
generation
and
other
mechanical
equipment
General investment
General investment
General investment
Holding and investment
General investment
Solar power generation
General investment
General investment
Construction engineering
Construction engineering
Construction engineering
$ 478,579
30,642




329,174
14,233
8,000
8,050
-
6,000
348,800
100,000
60,000
27
302,065
27,070
$ 478,579

30,642

329,174

14,233

8,000

8,050

8,262

6,000

348,800

100,000

60,000

27

302,065

27,070

17,000,000

10,000,000

35,204,170

1,196,000

800,000

805,000

-

600,000

34,880,000

10,000,000

6,000,000

5,000

-

4,995,000

100.00

100.00

26.02

40.00

40.00

35.00

-

30.00

20.00

5.52

5.00

0.10

100.00

99.90
$ 984,713

34,812

558,730

26,596

18,183

17,359

-

13,547

293,643

69,032

67,376

35

796,836

34,568
$ 27,766

237

391,776

(1,449 )

1,628

2,904

(58,958 )

1,617

116,446

(7,398 )

42,059

849

27,295

849
$ 27,766

237

101,948

(580 )

651

1,016

(359 )

485

23,289

(408 )

2,103

-

27,295

849
Subsidiary
Subsidiary









Subsidiary
Subsidiary
Subsidiary

422

China Ecotek Corporation and Subsidiaries Information on Investments in Mainland China From January 1 to December 31, 2023

Table 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Accumulated
Accumulated
Accumulated
Accumulated
Accumulated
Outward
Remittance
Rmittn f Fnd Outward
Remittance
Percentage of
shares held
Carrying Repatriation
Investee Coman Main Businesses and Paid-in caital Investment method
for Investment
eace o us
for Investment
Net Income
(Loss) of

directly or
Investment
Gain (Loss)

Amount as
of
Investment
Note
py Products p from
Taiwan as of
January
1,2023
from
Taiwan as of
December 31,
2023

the Investee
indirectly by
the Company
(%)

(Note1)
of December
31, 2023

Income as
of December
31, 2023
Outward Inward
Ningbo Huayang
Aluminium-Tech Co.,
Ltd
Xiamen Ecotek PRC
Company Limited
Production and sale
of
aluminum
products
Sales
agency
for
import and export of
equipment
and
materials


$

-
184,230

Through investment in an
existing company (United
Steel International
Development Corporation) in
a third region for further
investment in the Chinese
company

Through investment in an
existing company (CEC
Development Corporation) in
a third region for further
investment in the Chinese
company

$
9,212
184,230

-

-
$ 9,212

-
$ -
184,230
$ 48,202

418

-

100.00
$ 294

418
$ -

181,681
$ 665

-

The Company’s Uapper Limit On
Investment In Mainland China
(Note2)
$2,196,689
Investment Amount Authorized
Investor Company Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2023
by
the Investment Commission,
MOEA
The Companys Uapper Limit On
Investment In Mainland China
(Note2)
China Ecotek Cororation $184230 $184230 $2196689
p , , ,,

Note 1: Recognition of investment income (loss) is based on the financial statements reviewed and attested by R.O.C. parent company’s CPA.

Note 2: The limit on investment in Mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China” by the Investment Commission on August 29, 2008, investments shall not exceed 60% of its net worth.

423

China Ecotek Corporation Information on Major Shareholders December 31, 2023

Table 7

Name of major shareholder Shares Shares
Number of shares held Shareholding ratio
(%)
China Steel Corporation
Hua Eng Wire and Cable Co., Ltd.
Mega International Commercial
Bank Trust Treasury Account-
Employee finances trust account
55,393,138
11,843,730
6,927,156

44.76

9.57

5.59
  • Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration by the Company as of the last business day for the current quarter. The share capital in the standalone financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: If the shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.

424

§The Contents of Statements of Major Accounting Items§

Item
Statement of assets, liabilities, and equity
Statement of cash and cash equivalents
Statement of financial assets at fair value through profit or loss –
current
Statement
of
financial
assets
at
fair
value
through
other
comprehensive income – current
Statement of hedging financial assets - current
Statement of contract assets
Statement of accounts receivable
Statement of other financial assets – current
Statement of other current assets
Statement of changes in financial assets at fair value through profit or
loss – noncurrent
Statement of changes in financial assets at fair value through other
comprehensive income – noncurrent
Statement of changes in investments recognized under the equity
method
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation of property, plant
and equipment
Statement of changes in right-of-use assets and accumulated
depreciation of right-of-use assets
Statement of investment property
Statement of deferred income tax assets
Statement of contract liabilities
Statement of short-term borrowing
Statement of accounts payable
Statement of other accounts payable
Statement of provision – current
Statement of lease liabilities
Statement of other current liabilities
Statement of provision – noncurrent
Statement of deferred income tax liabilities
Net defined benefit liability
Statement of income and losses
Statement of operating revenue
Statement of operating costs
Statement of operating expenses
Summary of employee benefits, depreciation and amortization
Statement Index
1
2
3
4
Note 25
5
6
Note 13
7
8
9
Note 15
Note 15
10
Note 17
Note 27
Note 25
11
12
Note 20
Note 21
13
Note 20
Note 21
Note 27
Note 22
14
15
16
17

425

China Ecotek Corporation

Statementof cash and cash equivalents

December 31, 2023

Statement 1 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Interest rate Item Maturity Date Amount (%) Petty cash and working capital $ 875 Cash in banks Checking accounts and demand deposits 145,417 Foreign currency demand deposits (Note 1 and Note 2) 10,352 Cash equivalents (Investments within 3 months of its original maturity date) 2023.12.26Commercial papers 1.35 2024.01.11 270,000 $ 426,644

  • Note 1: Foreign currency demand deposits include USD 235 thousand, JPY 4 thousand, EUR 8 thousand, and CNY 665 thousand.

  • Note 2: The exchange rates for USD, EUR, CNY, and JPY are US$1=NT$30.705, EUR$1=NT$33.98, CNY $1=NT$4.327, and JPY$1=NT$0.2172.

426

China Ecotek Corporation

Statement of financial assets at fair value through profit or loss - current December 31, 2023

December 31, 2023 December 31, 2023
Statement 2
Name of financial instrument
Stock
Locus Cell Co., Ltd.
Lianyou Metals Co., Ltd.
TFBS Bioscience, Inc
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Fair value
shares or units
Acquisition cost
Unitprice(NTD)
Total amount
Note
2,990,000
$ 29,900
$ 25.0000
$ 74,750
114,000
8,974
55.5360
6,331
104,000
5,837
38.4640
4,000
$ 44,711
$ 85,081

Note: Fair value is measured on the closing prices of stocks on the balance sheet date and after considering liquidity.

427

China Ecotek Corporation

Statement of financial assets at fair value through other comprehensive income – current

December 31, 2023

Statement 3 (In Thousands of New (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) Taiwan Dollars, Unless Stated Otherwise) Taiwan Dollars, Unless Stated Otherwise)
Fair value
Name of financial instrument shares or units Acquisition cost Unitprice(NTD) Total amount Note
Stock
China Steel Corporation 1,150,000 $ 29,052 $ 27.0000 $ 31,050
Note: Fair value is measured on the closing prices of stocks on the balance sheet date.

428

China Ecotek Corporation

Statement of hedging financial assets - current

December 31, 2023 December 31, 2023
Statement 4 (In Thousands of New Taiwan Dollars, Unless
Stated Otherwise)
Item (Note) Maturity Date Interest rate
(%)
Amount
Time deposits
USD 6,500 thousand 2023.05.29-2024.05.29 5.18~5.60 $ 199,583
CNY 140,716 thousand 2023.09.20-2024.06.21 2.20~3.70 608,876
EUR 500 thousand 2023.10.24-2024.04.24 1.5 16,990
Demand deposits
JPY 280,050 thousand 60,827
USD 820 thousand 25,171
CNY 3,512 thousand 15,198
EUR 77 thousand 2,615
$ 929,260

Note: The exchange rates for USD, EUR, CNY, and JPY are US$1=NT$30.705, EUR$1=NT$33.98, CNY$1=NT$4.327, and JPY$1=NT$0.2172.

429

China Ecotek Corporation China Ecotek Corporation China Ecotek Corporation China Ecotek Corporation
Statement of accounts receivable
December 31, 2023
Statement 5 (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Overdue for 1
Amount year and above
Note
Non-related party
Taiwan Water Corporation $ 23,096 $
-

Construction
Kinmen
County
Plant.
Water 9,002
-
Construction
Pharmosa Biopharm Inc., 4,248
-
Construction
TFBS BIOSCIENCE, INC. 3,570 -
Construction
Others (Note) 3,921 -
$ 43,837 $
-
Related party
China Steel Corporation $ 229,314 $
-

Construction
and sales
Dragon Steel Corporation 176,000 -
Construction
and sales
CSC Solar Corporation 152,318
-
Construction
Others (Note) 24,116 -
$ 581,748 $
-

Note: The amount of individual customer included in others does not exceed 5% of the account balance

430

China Ecotek Corporation Statement of other financial assets – current December 31, 2023 Statement 6 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) Interest rate Item Maturity Date (%) Amount Restricted bank deposits Time deposits NTD 2023.12.21-2024.03.21 1.16 $ 350

431

China Ecotek Corporation

Statement of changes in financial assets at fair value through profit or loss – noncurrent

2023

Statement 7

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name
Stock
Yeong Long Technologies Co., Ltd.
Ecotek Industrial Aquaculture Corp.
Hsin Yu Energy Development Co., Ltd.
Green Shepherd Corporation
Beginningofyear
Number of
shares
Fair value
440,000 $ 15,507
74,681
600
391,249
-
784,000
16,100
$ 32,207
Additions
Number of
shares
Fair value
- $ -
-
-
-
-
-
701
$ 701
Decrease
Number of
shares
Fair value
- $ 428
74,681
600
-
-
-
-
$ 1,028
End of theyear
Number of
shares
Fair value
(Note 1)

440,000 $ 15,079

-
-

391,249
-

784,000
16,801

$ 31,880
Collateral

None

None

None

None
Note
Note2

Note 1: Please refer to Note 30 for the valuation method for determining fair value.

Note 2: The decrease in the current year is due to disposal of financial assets at fair value through profit or loss - current.

432

China Ecotek Corporation

Statement of changes in financial assets at fair value through other comprehensive income - noncurrent

2023

2023
Statement 8
Name
Stock
Asia Pacific Energy Development
Company Limited
Beginningofyear
Number of shares
Fair value
2,212,590 $ 102,782
Additions
Number of shares
Fair value
- $ 22,194
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Decrease
End of theyear
Collateral
Number of shares
Fair value
Number of shares
Fair value
(Note 1)
Note
- $ -
2,212,590 $ 124,976
None

Note 1: Please refer to Note 30 for the valuation method for determining fair value.

433

China Ecotek Corporation

Statement of changes in investments recognized under the equity method

2023

Statement 9

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Addition
Number of
Shares
Amount
- $ -
-
28,909
-
-
-
-
-
-
-
-
-
-
-
-
-
13,403
-
-
-
-
-
9,374
$ 51,686
Decrease
Number of
Shares
Amount
- $ 1,299
-
-
-
6,205
-
3,621
-
2,962
-
2,244
300,000
4,516
-
2,208
-
-
-
7,176
-
3
-
-
$ 30,234
End of theyear
Market price or net
value of equity
Number of
Shares
Amount
17,000,000
$ 984,713
$ 984,713
35,204,170
558,730
558,730
10,000,000
34,812
34,812
1,196,000
26,596
26,596
800,000
18,183
18,183
805,000
17,359
17,359
-
-
-
600,000
13,547
13,547
34,880,000
293,643
393,824
10,000,000
69,032
69,032
5,000
35
35
6,000,000
67,376
67,376
$ 2,084,026 $ 2,184,207
Collateral
None
None
None
None
None
None
None
None
None
None
None
None
Note

Note: Increases and decreases in the current year except for proceeds collected for the liquidation of associates, the change in the current year mainly from investment gains and losses and equity-related adjustments recognized under the equity method, and the net amount of cash dividends.

434

China Ecotek Corporation

Statement of changes in right-of-use assets

2023

2023
Statement 10 (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Opening Closing
Item balance Additions Decrease balance
Cost
Land $ 20,299 $
- $

- $

20,299
Buildings 91,861 - - 91,861
Machinery and equipment 1,715 - - 1,715
Transportation equipment 23,619 12,780 7,564 28,835
Total 137,494 $
12,780 $

7,564
142,710
Accumulated depreciation
Land 10,149 $
6,767 $

-
16,916
Buildings 22,952
17,689

-

40,641
Machinery and equipment 715 428 - 1,143
Transportation equipment 10,722 9,146 7,564 12,304
Total 44,538 $
34,030 $

7,564
71,004
$ 92,956 $
71,706

435

China Ecotek Corporation Statement of short-term borrowing December 31, 2023 Statement 11 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) Interest Rate Balance, Loan Type Contract period (%) End of The Year Commitments Collateral Unsecured loans Taipei Fubon Commercial Bank[2023.11.27-2024-02.27 ] 1.66 $ 100,000 $ 500,000 None

436

China Ecotek Corporation

Statement of accounts payable

December 31, 2023

December 31, 2023 31, 2023
Statement 12 (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Name of vendor Amount
Non-related party
Others (Note) $ 847,952
Related party
InfoChamp Systems Corporation $ 7,909
Steel Castle Technology Corporation 4,188
Hua Eng Wire and Cable Co., Ltd. 2,767
Others (Note) 554
$ 15,418

Note: The amount of individual customer included in others does not exceed 5% of the account balance.

437

China Ecotek Corporation China Ecotek Corporation
Statement of lease liabilities
December 31, 2023
Statement 13 (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Discount
Item Object Period(Note 2) rate(%) Balance
Land
Leased land 2021.07.01-
2024.06.30
Note 1
$
3,407
Buildings
Leased
plant
and offices
2019.04.17-
2029.12.31
Note 1 49,892
Machinery and
equipment
Construction
equipment
2021.05.01-
2026.04.30
Note 1 522
Transportation
equipment
Corporate
vehicle lease
2020.02.27-
2026.12.14
Note 1 16,770
70,591
Less: Current portion (Note 3) 30,732
$ 39,859
  • Note 1: Please refer to Note 16.

  • Note 2: Refers to the lease period defined in Paragraphs 18-21 of IFRS 16 and not the contract period.

  • Note 3: Lease liabilities that will mature within one year shall be listed as current liabilities.

438

China Ecotek Corporation Statement of operating revenue

2023

2023
Statement 14 (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Item Amount
Sales revenue
CSVC Expansion Project for Procurement of No. 4 Air
Compressor Equipment $ 39,757
Water treatment agent of power plant 26,282
Others (Note) 70,137
136,176
Construction revenue
Others (Note) 9,193,833
Technical service revenue
Operation of Chengcing Lake Water Treatment Plant 134,960
IWI operation and maintenance project 46,344
Operation and maintenance of Kinmen Taihu Water
Treatment Plant 44,243
Others (Note) 53,285
278,832
$ 9,608,841

Note: There is no single amount that exceeds 10% of the amount for this item.

439

China Ecotek Corporation Statement of operating costs

2023

Statement 15 (In Thousands of New Taiwan Dollars, (In Thousands of New Taiwan Dollars, (In Thousands of New Taiwan Dollars, (In Thousands of New Taiwan Dollars,
Unless Stated Otherwise)
Item Amount
Construction costs
Construction materials $ 2,062,519
Construction labors 1,187,971
Construction expenses 5,065,517
8,316,007
Plus: Construction in progress at the beginning of the year 18,589,104
Net amount of construction profit recognized according
to the percentage of completion 891,915
Construction
costs
recognized

according
to the
percentage of completion 8,303,285
Provision at the end of the year 8,577
Less: Construction in progress at the end of the year (18,216,163)
Offsets of construction payments collected in advance
recognized according to the percentage of completion (9,571,231)
Provision at the beginning of the year (18,209)
8,303,285
Technical service costs 242,799
Cost of goods sold 108,215
$ 8,654,299

440

China Ecotek Corporation Statement of operating expenses

2023

Statement 16

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

General and Research and
Selling Administrative Development
Item Expenses Expenses Expenses Total
Payroll expense $ 36,419 $ 303,387 $ 9,287 $ 349,093
Professional fees - 10,571 1,568 12,139
Depreciation expense
and amortization - 35,396 101 35,497
Tools and Consumables - 382 915 1,297
Others (Note) 1,047 77,701 244 78,992
$ 37,466 $ 427,437 $ 12,115 $ 477,018

Note: None of the balances exceed 5% of the balance for this item.

441

China Ecotek Corporation

Summary of employee benefits, depreciation and amortization expenses

2023 and 2022

Statement 17

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

2023
2022
Operating
costs
Operating
expenses
Total
Operating
costs
Operating
expenses
Total
Employee benefits
Salaries
$ 1,120,371 $ 274,267 $ 1,394,638$ 1,017,631 $ 265,529 $ 1,283,160
Labor
and
health
insurance
81,081
27,278
108,359
75,368
24,579
99,947
Post-employment
benefits
47,603
9,911
57,514
44,644
10,440
55,084
Director's
remuneration
-
8,051
8,051
-
11,336
11,336
Others
82
29,586
29,668
-
24,647
24,647
$ 1,249,137 $ 349,093 $ 1,598,230$ 1,137,643 $ 336,531 $ 1,474,174
Depreciation
$ 25,372 $ 28,721 $ 54,093$ 23,486 $ 29,209 $ 52,695
Amortization
$ - $ 6,776 $ 6,776$ - $ 5,410 $ 5,410
2022
Total
  • Note 1: The Company had 1,201 and 1,186 employees in 2023 and 2022, respectively. Among them, 9 directors did not serve concurrently as employees in 2023 and 2022, respectively.

Note 2: Additional disclosures are as follows:

  1. Average employee benefit expenses [(Total employee benefit expenses – Total director's remuneration)/ (Number of employees – Number of directors who not concurrently employees)] was NT$1,334 thousand this year. Average employee benefit expenses [(Total employee benefit expenses – Total director's remuneration)/ (Number of employees – Number of directors who not concurrently employees)] was NT$1,243 thousand in the previous year.

  2. Average employee salary expenses [Total employee salary expenses/ (Number of employees – Number of directors who not concurrently employees)] was NT$1,170 thousand this year.

  3. Average employee salary expenses [Total employee salary expenses/ (Number of employees – Number of directors who not concurrently employees)] was NT$1,090

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thousand in th previous year.

  1. Adjustments and changes to average employee salary expenses [(Average employee salary expenses in the current year – Average employee salary expenses in the previous year)/Average employee salary expenses in the previous year]: 7.3%.

  2. The Company's remuneration policy:

  3. (1) Directors' remuneration policy: Director's remuneration is specified in Article 32 of the Articles of Incorporation. Where the Company has a profit for a fiscal year, no more than 1% of such profit shall be appropriated as directors' remuneration through a resolution of the board of directors' meeting. A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before directors' remuneration can be allocated according to the above percentage.

  4. (2) President and vice presidents' remuneration policy The Company's remuneration to the president and vice presidents is in accordance with the Remuneration Management Regulations and reported to the Board of Directors for approval. A certain proportion of profits in the previous year is allocated as a performance bonus that is distributed to all employees according to related regulations on rewards, and is directly related to business performance.

  5. (3) Employees' remuneration policy: Employees' remuneration mainly includes basic salary, performance bonuses, and employee bonuses.

    • A. Remuneration standards are set based on supply and demand in the labor market and the industry standard. Basic salaries are in principle higher than the minimum required by the Ministry of Labor, and take into consideration the job, education, and relevant experience. Standards may be revised each year based on the consumer price index, salaries offered in the market, and the Company's business situation. Employees are evaluated for a raise each year based on the Company's business situation, their individual work performance, and the work performance of their unit.

    • B. A certain proportion of profits in the previous year is allocated as a performance bonus that is distributed to all employees according to related regulations on rewards, and is directly related to business performance. Furthermore, employee bonuses is specified in Article 32 of the Articles of Incorporation. Where the Company has a profit for a fiscal year, no less than 0.1% of such profit shall be appropriated as employee bonuses through a resolution of the board of directors' meeting. The recipients of employee bonuses include employees of affiliates meeting certain criteria. A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before employee bonuses can be allocated according to the above percentage.

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China Ecotek Corporation

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Cheng-Chiang Chen Chaiman

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