Stock Code: 2208

CSBC CORPORATION,TAIWAN Handbook for the 2018 Annual Meeting of Shareholders

MEETING TIME: JUNE 28, 2018

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2018 ANNUAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF CSBC CORPORATION,TAIWAN. (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN

Meeting Procedure ....................................................................................................... 3 Meeting Agenda ............................................................................................................ 4 Management Presentations ................................................................................. 6 Matters for Recognition ...................................................................................... 9 Questions and Motions ...................................................................................... 11 ANNEX Annex 1:2017 Business Report ......................................................................... 12 Annex 2:Audit Committee's Review report .................................................... 16 Annex 3:Processing situation of 2018 private placement of common shares ......... 17 Annex 4:2017 Financial Statements and consolidated Financial Statements ........ 19 Annex 5:Deficit Compensation Statement 2017 .............................................. 31 Appendix Appendix 1:Rules of Shareholders' Meeting ................................................... 32 Appendix 2:The company policy ...................................................................... 43 Appendix 3:The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate .................... 55 Appendix 4:Shareholding of Directors ............................................................ 56 Appendix 5:Other explanations ........................................................................ 58

CSBC CORPORATION,TAIWAN Procedure for the 2 018 Annual Meeting of

Shareholders

Call the Meeting to Order Chairperson Remarks

Management Presentation (Company Reports) Matters for Recognition

Questions and Motions

Adjournment

CSBC CORPORATION,TAIWAN

Year 2018

Agenda of Annual Meeting of Shareholders

Time: 10:00 a.m. on Thursday, June 28,2017 Place: The Auditorium in CSBC,TAIWAN

(No.3,Jhonggang Road,Siaogang District,Kaohsiung,Taiwan,R.O.C)

Call the Meeting to Order.

Chairperson Remarks

Management Presentations

2017 Annual Business Report
2017 Annual Final Report of Audit Committee
2017 Annual Remuneration Distribution Report of Employees and Directors
The report of implementation of 2017 capital reduction to offset the loss
Report of implementation of private placement of common shares

Matters for Recognition

Ratification of 2017 business report and financial statements
To recognize the offset of the accumulated Loss of 2017

Questions and Motions

Adjournment

Management Presentations

Report No. 1

2017 Annual Business Report

Explanation:

The 2017 Annual Business Report is attached as pp.12~15, Annex 1.

Report No. 2

2017 Annual Final Report of Audit Committee

Explanation:

The 2017 Annual Final Report of Audit Committee is attached as pp.16, Annex 2.

Report No. 3

2017 Annual Remuneration Distribution Report of Employees and Directors Explanation:

The pre-tax loss of the Company for 2017 is NT$6,348,065,000. As there is no pre-tax profit (the profit before deducting the employee remuneration and directors’

remuneration), the employee bonus and directors’ remuneration for 2017 will not be distributed in accordance with the provisions of Article 35 of the Articles of Association of the Company.

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Report No. 4

The report of implementation of 2017 capital reduction to offset the loss. Explanation:

A. The capital reduction to offset the loss is approved by Extraordinary Shareholders’ Meeting on Dec. 21, 2017 .
I. In order to improve the financial structure, the company reduced the issued capital NT$4,305,734,300 according to the Article 168-1 of the Company Act. The cancelled shares are 430,573,430 shares to offset the loss until Sep. 30, 2017.
II. After capital reduction, the issued capital will be NT$3,129,917,490 and 312,991,749 shares. Capital reduction ratio is 57.9066156%. According to the shares registered on the book on the record date of stock conversion, every thousand shares will reduce 579.06615608 shares and receive 420.93384392 shares.
B. The implementation of capital reduction:
I. The reduction of capital was registered by Financial Supervisory Commission with document number 1060051278 on Jan. 17, 2018.
II. Record date of the capital reduction is May 10, 2018.
C. After capital reduction, it can enhance the net worth per share, improve financial structure, reduce business operation risk, and increase the long-term competition.

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Report No. 5

Report of implementation of private placement of common shares Explanation:

According to the Article 168-1 of the Company Act, the company has a need to reduce its capital before the end of the fiscal year, it should increase its capital at the same time. The private placement of common shares is approved by Extraordinary Shareholders’ Meeting of Dec. 21, 2017.

The Report is attached as pp.17-18, Annex 3.

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Matters for Recognition

Proposed by the Board Proposal No.1

Ratification of 2017 business report and financial statements

Explanation:

CSBC CORPORATION,TAIWAN’s Business Repot and Financial Statements have been duly audited by the PricewaterhouseCoopers Taiwan and have been examined by the audit committees.(Please refer to pp.12-15,annex 1 and pp.19-30,annex 4 of the Handbook)

Resolution:

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Proposed by the Board Proposal No.2

To recognize the offset of the accumulated Loss of 2017

Explanation:

A. The Extraordinary Shareholders’ Meeting on Dec. 21, 2017 approved the capital reduction of NT$4,305,734,300 to offset accumulated deficit until Sep. 30, 2017. After capital reduction, the accumulated deficit is NT$0 on Sep. 30, 2017.
B. The total loss of 2017 NT$5,880,117,928 minus the loss of the first three quarters of 2017 NT$4,795,134,518 is NT$1,084,983,410. After adding other comprehensive income NT$32,869,877, the accumulated deficit is NT$1,052,113,533 at the end of 2017.
C. Because of the accumulated deficit NT$1,052,113,533 and to keep the working capital, It’s proposed not to distribute dividends.
D. Please approve the proposal of 2017 Deficit Compensation, Deficit Compensation Statement refer to page 31 of annex 5.

Resolution:

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Questions and Motions

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ANNEX

Annex 1:2017 Business Report

2017 Business Report

Dear Shareholders,

First of all, I would like to thank you for your continuing support throughout the year. CSBC has responded to the changing business climate by adopting an aggressive stance in strengthening our competitiveness. Total consolidated revenue(thousands) for 2017 was NT$16,404,344 thousands, a 4.16% increase compared with NT$15,747,699 thousands in 2016. Net loss increased to NT$6,353,042 thousands, compared with 2016 net loss income of NT$1,286,809 thousands. Similarly, diluted earnings per share was down to NT$-7.91, compared with NT$-1.73 a year earlier.

The results of our operating performance in 2017, business plan for 2018, corporate development strategy, external competitive environment, regulatory environment, and macroeconomic conditions, are illustrated as follows:

Operating Performance in 2017

1. Consolidated financial results

Unit: NT$ thousands

					Unit: NT$ thou
	2017		2016		Percent Change （%）
Net sales	16,404,344	100%	15,747,699	100%	4.17%
Grossprofit(loss)	(5,721,888)	-34.88%	(1,060,228)	-6.73%	-439.68%
Operatingincome(loss)	(6,228,965)	-37.97%	(1,565,030)	-9.94%	-298.01%
Pre-tax income(loss)	(6,353,042)	-38.73%	(1,535,402)	-9.75%	-313.77%
Net income(loss)	(5,883,199)	-35.86%	(1,286,809)	-8.17%	-357.19%
R&D expenses	126,676	0.77%	102,196	0.65%	23.95%
Interest income	2,368	0.01%	1,972	0.01%	20.08%
Interest expenses	21,281	0.13%	36,052	0.23%	-40.97%

Net sales amounted to NT$16,404,344 thousands and gross loss came in at NT$-5,721,888 thousands in 2017. Due to decreased operating performance and higher costs and operating expenses compared to the year before, net loss increased by more than -357.19% from 2016.

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2. Budget implementation

According to the Company’s 2017 annual financial plan, our business failed our targets in revenue and net income, respectively.

3. Profitability analysis

	2017	2016
Debt to asset ratio(%)	71.37	55.80
Long-term capital toproperty,plant and equipment(%)	135.38	135.80
Current ratio(%)	126.38	118.51
Accounts receivable turnover(times)	15.14	29.24
Inventoryturnover(times)	6.23	4.69
Return on assets(%)	-23.27	-4.79
Return on shareholders’ equity (%)	-63.23	-9.86
Basic after-tax EPS(NT$)	-7.91	-1.73

Research and development status

In 2017, CSBC invested a total of NT$127,000 thousands in R&D for the ship researches as well as the development of new products. Having successfully 22 developed projects in 2017, it goes into application for CSBC. CSBC is committed to investing in long-term growth by delivering continuous innovations.

Business Plan for 2018

1. Business objectives

Reinforce product innovation and R&D to maintain competitive advantage;
Integrate resources, lower costs, raise productive efficiency;
Diversify into higher-margin and higher-growth businesses.
Sales forecast and sales policy

Alphaliner predicts a approximate 5.6% increase in capacity of container fleet. CSBC has established

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full production capacity step by step in recent years, upgraded technology and earned product development certification.

The sales policy is outlined as follows in accordance with the projected sales volume of 179,740 CGTs in 2018:

Maintain and establish an excellent brand image for the benefit of the client.
Reinforce sensitivity and flexibility to sales changes in order to respond to market trends.

Development Strategy

The Company’s future performance is still very much dependent on an improvement in global economic growth; however, we will leverage our product portfolio, financial strength, intellectual property, human capital, and customer relationships to improve our operational efficiency. We aim to strike a balance between mid-term to long-term strategy development and short-term market demands. Our plan is to focus resources on high-margin products, and to lower production and operating costs. Our strong portfolio of intellectual property can be leveraged to create a formidable barrier to entry for competitors.

The 2018 operating strategies of CSBC is outlined as follows:

Increase productivity.
Cost down.
Implement schedule control(CKP).
start up the improving project of worse finance.
Strive for the business of container ship.
Diversify business layout(state-made ship and offshore wind power).

The Impact of the External Competitive Environment, Regulatory Environment, Macroeconomic Conditions, and Vision

External competitive environment

The shipbuilding is mature and intense competition all over the world. The diversity and homogeneity of products, controlled distribution channels, imitation of business models, pricing pressures, and quality requirements have all made the competition environment brutal. CSBC has responded to the severe competition with excellent R&D and management to fulfill consumers’ demands for variety and to differentiate ourselves from competitors through outstanding quality and a reputable brand image. We are able to negotiate with the owners of distribution channels by offering good quality and popular products; therefore, we will continue to innovate and develop products that are needed by consumers,

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and become the leading brand in the market. 2. Regulatory environment

Governments around the world are constantly adopting new tax, environmental, investment and labor regulations. CSBC stays up-to-date with changes in laws and regulations in all of our invested areas so appropriate adjustments and allocations can be made to company resources in order to respond to these environmental and legal changes.

3. Macroeconomic conditions, and vision

With respect to the severe business environment, global economic growth remains slow. Consumer confidence continues to be fragile, dampening market demand. By continuing to cooperate the 、 strategies of Government developing comprehensive shipbuilding technology and deepening our relationships with our clients, CSBC hopes to mitigate the adverse effects of the slowdown on overall market demand.

Finally, we will continue to establish more integrated relationships with consumers, clients, and society as a whole, with the aim of achieving higher returns for our shareholders.

Sincerely yours,

Chairman President CHENG,WEN-LON TSENG,KUO-CHENG

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Annex 2:Audit Committee's Review report

Audit Committee's Review report

This proposal is the presentation by the Board of Directors of the Company's 2017 Business Report, Financial Statements, and the Deficit Compensation Proposal. Of these items, the Financial Statements have been audited by external auditors of PricewaterhouseCoopers(PwC) Taiwan, and an opinion and report have been issued on the Financial Statements.The aforementioned proposal regarding Business Report, Financial Statements, and the Deficit Compensation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee. Per the regulations in Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To:

2018 General Shareholders' Meeting of CSBC Corporation.

CSBC CORPORATION,TAIWAN

Audit Committee Convenor: LIEU, DER-MING

March 23, 2018

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Annex 3:Processing situation of 2018 private placement of

Processing situation of 2018 private placement of common shares

Item	Privateplacement of common shares of 2018
Type of private placement sexurity	Common shares
The date and amount approved by Shareholdings’ Meeting	The total amount of private placement of common share approved by Extraordinary Shareholdings’ Meeting of Dec. 21, 2018 is within 200 million shares. The first timeestimated private placement is within 100 million shares.
The criteria and the reasonableness for determination of the price.	1.According to “Directions for Public Companies Conducting Private Placements of Securities”, the reference price shall be the higher of the following two calculations: a. The simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. b. The simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The price per share fixed for privately placed common shares would be not lower than 80 percent of the reference price. 2.As above, The simple average closing price for the 30 business days before May 11,2018, after adjustment for capital reduction is reference price, NT$52.62. The price per share for private placement of common share is NT$42.10 ,equal to 80% of the reference price. It's conformed to the resolution of ExtraordinaryShareholders' Meeting.
The method for selecting the specific persons	In accordance with Article 43-6 of the Securities and Exchange Act.
In the reasons for the necessity for conducting the private placement	Considering the timeliness, convenience and issuance costs, the company conduct the private placement of common shares.
The date of the price has been paid up in full	May 25, 2018

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Placee
	Placee	Qualification	Shares	Relationship with the company
	National Development Fund, Executive Yuan	Article 43-6, paragraph 1, subparagraph 2 of the Securities and Exchange Act	30,000,000	Government relations
	Yao-Hwa Co.,Ltd Management Commission	Article 43-6, paragraph 1, subparagraph 2 of the Securities and Exchange Act	30,000,000	Government relations
The actual private placementprice	NT$42.10 per share.
The discrepancy between actual private price and referenceprice	The actual private placement price NT$42.10 is 80% of the reference price NT$52.62.
Any effect of the private placement on shareholder equity	The Securities and Exchange Act regulates the qualification of placee, 3-year limit of transference, so there is certain protection on shareholder equity.
The status of utilization of the funds and the plan implementation progress	To enrich working capital and refund the short-term loan.
The realization of plan benefits	After capital increase, it would improve the financial structure, business operation and development,and benefit to the shareholders’ equity.

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Annex 4:2017 Financial Statements and consolidated Financial

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE PWCR 17000351

To the Board of Directors and Shareholders of CSBC CORPORATION, TAIWAN

Opinion

We have audited the accompanying consolidated balance sheets of CSBC CORPORATION, TAIWAN and its subsidiaries (the “Group”) as at December 31, 2017 and 2016, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to 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 Group as at December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed

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in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Accounting estimates and assumptions for total cost of construction

contract

Description

Please refer to Note 4(13) for a description of the accounting policy on construction contracts. Please refer to Note 5 for critical accounting estimates and assumptions for total cost of construction contracts.

The Group is engaged in in the business of designing and building of various ships and cruisers. Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

As the data used for assumptions involves subjective judgement and accounting estimates are highly uncertain, this may affect the completeness and relevant assertions. Considering that the estimated total cost of construction contracts is material to the financial statements, therefore, we assessed that these accounting estimates and assumptions as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

Assessing the effectiveness of CSBC Group’s internal control regarding the estimation process of total cost of construction contract. This includes:
(1) Whether the data used by management for estimates and assumptions is complete, relevant and accurate.
(2) Whether accounting estimates and assumptions have been reviewed and approved by proper management level.
(3) Whether the segregation of duties is appropriate.
Obtaining the Estimate at Completion Reports, selecting sample reports and verifying the accuracy, completeness and relevance of the data that was used for assumptions and estimations. Checking whether the use of estimates and assumptions in the Estimate at Completion Reports are appropriate.
Comparing cost at completion for the same or similar ships and then assessing the reasonableness

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of the Estimate at Completion Report.

Assessment of construction loss

Description

Please refer to Note 4(13) for a description of the accounting policy on construction contracts.

There is a concern regarding the oversupply in the shipbuilding industry worldwide. Customers tend to behave conservatively which causes a decline in ship prices. Thus, there is a high possibility of total construction cost exceeding total construction revenue. In accordance with the Group’s accounting policy on construction contracts, when there is a high possibility of total construction cost exceeding total construction revenue, estimated loss shall be recognised immediately.

The aforementioned estimated loss shall include constructions that have not yet been initiated. As the estimated loss is material to the financial statements, therefore, we assessed that the estimated loss as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

Obtaining calculation table of construction in progress – construction income / loss. Checking whether it includes all the construction contracts including those contracts that have not yet been initiated.
Testing the accuracy of calculation table by selecting samples and performing the following audit procedures:
(1) Reviewing construction contracts and checking the contractual price and foreign exchange rates in order to verify the accuracy of calculation.
(2) Verifying estimated total construction cost to management’s calculation in order to check the consistency of estimates and assumptions used.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of CSBC CORPORATION TAIWAN, as at and for the years ended December 31, 2017 and 2016.

Responsibilities of management and those charged with governance for the consolidated financial statements

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Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

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estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

WANG, KUO-HUA WU, CHIEN-CHIH

For and on behalf of PricewaterhouseCoopers, Taiwan March 23, 2018

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2017 AMOUNT % `$` `281,814` `1` `5,790` `-` `1,361,950` `6` `24,976` `-` `5,326,519` `24` `-` `-` `114,854` `1` `24,942` `-` `2,321,061` `10` `626,292` `3` `490` `-` `10,088,688` `45` `1,645` `-` `10,563,764` `48` `234,055` `1` `23,010` `-` `1,351,762` `6` `20,469` `-` `12,194,705` `55` `$` `22,283,393` `100`	December31,2016	December31,2016
	AMOUNT `$` `281,814` `5,790` `1,361,950` `24,976` `5,326,519` `-` `114,854` `24,942` `2,321,061` `626,292` `490` `10,088,688` `1,645` `10,563,764` `234,055` `23,010` `1,351,762` `20,469` `12,194,705` `$` `22,283,393`	AMOUNT `$` `191,133` `-` `745,273` `3,764` `7,743,504` `1,793,119` `66,608` `42,040` `3,852,866` `1,118,929` `573` `15,557,809` `166,616` `10,709,596` `234,382` `28,847` `888,560` `85,132` `12,113,133` `$` `27,670,942`	%
Current assets 1100 Cash and cash equivalents 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1190 Receivables from customers on construction contracts 1195 Receivables from customers on construction contracts - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories, net 1410 Prepayments 1479 Other current assets, others 11XX Total current Assets Non-current assets 1550 Investments accounted for under equity method 1600 Property, plant and equipment, net 1760 Investment property, net 1780 Intangible assets, net 1840 Deferred income tax assets 1920 Refundable deposits 15XX Total non-current assets 1XXX Total assets			`1` `-` `3` `-` `28` `6` `-` `-` `14` `4` `-`
			`56`
			`1` `39` `1` `-` `3` `-`
			`44`
			`100`

(Continued)

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CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity	December31,2017 AMOUNT % `$` `2,287,784` `10` `699,769` `3` `280` `-` `15` `-` `223,073` `1` `1,170,559` `5` `1,060,906` `5` `1,023,847` `5` `1,284,818` `6` `222` `-` `140,219` `1` `-` `-` `91,074` `-` `7,982,566` `36` `5,498,057` `24` `1,324,910` `6` `659,156` `3` `82,344` `-` `171,702` `1` `172,614` `1` `12,960` `-` `7,921,743` `35` `15,904,309` `71` `7,435,652` `34` `1,965` `-` `1,065,297` `5` `3,190,349` `14` `5,357,848 ) (` `24)` `6,335,415` `29` `43,669` `-` `6,379,084` `29` `$` `22,283,393` `100`	December31,2016	December31,2016
	AMOUNT `$` `2,287,784` `699,769` `280` `15` `223,073` `1,170,559` `1,060,906` `1,023,847` `1,284,818` `222` `140,219` `-` `91,074` `7,982,566` `5,498,057` `1,324,910` `659,156` `82,344` `171,702` `172,614` `12,960` `7,921,743` `15,904,309` `7,435,652` `1,965` `1,065,297` `3,190,349` `5,357,848 ) (` `6,335,415` `43,669` `6,379,084` `$` `22,283,393`	AMOUNT `$` `6,395,125` `999,735` `-` `-` `324,457` `1,080,044` `2,612,399` `-` `1,412,155` `3,586` `139,687` `150,000` `10,302` `13,127,490` `-` `1,324,910` `564,603` `26,897` `180,514` `203,717` `13,153` `2,313,794` `15,441,284` `7,435,652` `1,965` `1,065,297` `3,190,349` `489,400` `12,182,663` `46,995` `12,229,658` `$` `27,670,942`	%
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2150 Notes payable 2160 Notes payable - related parties 2170 Accounts payable 2190 Payables to customers on construction contracts 2195 Payables to customers on construction contracts - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2305 Other current financial liabilities - current 2310 Unearned receipts 21XX Total current Liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2610 Long-term notes, accounts and overdue payable 2630 Long-term deferred revenue 2640 Net defined benefit liability, non-current 2645 Guarantee deposits received 2670 Other non-current liabilities, others 25XX Total non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 31XX Total equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant disaster loss Significant subsequent events 3X2X Total liabilities and equity			`23` `4` `-` `-` `1` `4` `9` `-` `5` `-` `1` `1` `-`
			`48`
			`-` `5` `2` `-` `-` `1` `-`
			`8`
			`56`
			`27` `-` `4` `11` `2`
			`44`
			`-`
			`44`
			`100`

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

~26~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars, except loss per share)

Items YearendedDecember31
2017
2016
Notes
AMOUNT
%
AMOUNT
%
6(23) and 7
$
16,404,344
100
$
15,747,699
100
6(4)(10)(26)(27)(3
1) and 7
(
22,126,232) (
135) (
16,807,927) (
107)
(
5,721,888) (
35) (
1,060,228) (
7)
6(10)(26)(27)
(
78,575)
- (
92,352)
-
(
301,826) (
2) (
310,254) (
2)
(
126,676) (
1) (
102,196) (
1)
(
507,077) (
3) (
504,802) (
3)
(
6,228,965) (
38) (
1,565,030) (
10)
6(9)(16)(24)(31)
45,615
-
49,984
-
6(13)(25) and 10
(
127,543) (
1)
49,475
-
6(3)(8)(16)(28)
(
21,281)
- (
36,052)
-
6(7)
(
20,868)
- (
33,779)
-
(
124,077) (
1)
29,628
-
(
6,353,042) (
39) (
1,535,402) (
10)
6(29)
469,843
3
248,593
2
( $
5,883,199) (
36) ($
1,286,809) (
8)
6(17)
$
39,602
-
$
33,986
-
6(29)
(
6,732)
- (
5,778)
-
$
32,870
-
$
28,208
-
($
5,850,329) (
36) ($
1,258,601) (
8)
( $
5,880,118) (
36) ($
1,287,100) (
8)
(
3,081)
-
291
-
($
5,883,199) (
36) ($
1,286,809) (
8)
( $
5,847,248) (
36) ($
1,258,892) (
8)
(
3,081)
-
291
-
($
5,850,329) (
36) ($
1,258,601) (
8)
6(30)
( $
7.91) ($
1.73)

4000
Operating revenue
5000
Operating costs
5900
Net operating loss
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating loss
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and
joint ventures accounted for
under equity method
7000
Total non-operating income
and expenses
7900
Loss before income tax
7950
Income tax benefit
8200
Loss for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or loss
8311
Gains on remeasurements of
defined benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
8300
Other comprehensive income
8500
Total comprehensive loss for the
year
Profit (loss), attributable to:
8610
Equity holders of the company
8620
Non-controlling interest
Total
Comprehensive (loss) income
attributable to:
8710
Equity holders of the company
8720
Non-controlling interest
Total
Basic loss per share
9750
Total basic loss per share

Items	YearendedDecember31 2017 2016 Notes AMOUNT % AMOUNT % 6(23) and 7 `$` `16,404,344` `100` `$` `15,747,699` `100` 6(4)(10)(26)(27)(3 1) and 7 `(` `22,126,232) (` `135) (` `16,807,927) (` `107)` `(` `5,721,888) (` `35) (` `1,060,228) (` `7)` 6(10)(26)(27) `(` `78,575)` `- (` `92,352)` `-` `(` `301,826) (` `2) (` `310,254) (` `2)` `(` `126,676) (` `1) (` `102,196) (` `1)` `(` `507,077) (` `3) (` `504,802) (` `3)` `(` `6,228,965) (` `38) (` `1,565,030) (` `10)` 6(9)(16)(24)(31) `45,615` `-` `49,984` `-` 6(13)(25) and 10 `(` `127,543) (` `1)` `49,475` `-` 6(3)(8)(16)(28) `(` `21,281)` `- (` `36,052)` `-` 6(7) `(` `20,868)` `- (` `33,779)` `-` `(` `124,077) (` `1)` `29,628` `-` `(` `6,353,042) (` `39) (` `1,535,402) (` `10)` 6(29) `469,843` `3` `248,593` `2` `( $` `5,883,199) (` `36) ($` `1,286,809) (` `8)` 6(17) `$` `39,602` `-` `$` `33,986` `-` 6(29) `(` `6,732)` `- (` `5,778)` `-` `$` `32,870` `-` `$` `28,208` `-` `($` `5,850,329) (` `36) ($` `1,258,601) (` `8)` `( $` `5,880,118) (` `36) ($` `1,287,100) (` `8)` `(` `3,081)` `-` `291` `-` `($` `5,883,199) (` `36) ($` `1,286,809) (` `8)` `( $` `5,847,248) (` `36) ($` `1,258,892) (` `8)` `(` `3,081)` `-` `291` `-` `($` `5,850,329) (` `36) ($` `1,258,601) (` `8)` 6(30) `( $` `7.91) ($` `1.73)`
4000 Operating revenue 5000 Operating costs 5900 Net operating loss Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of loss of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax benefit 8200 Loss for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains on remeasurements of defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8300 Other comprehensive income 8500 Total comprehensive loss for the year Profit (loss), attributable to: 8610 Equity holders of the company 8620 Non-controlling interest Total Comprehensive (loss) income attributable to: 8710 Equity holders of the company 8720 Non-controlling interest Total Basic loss per share 9750 Total basic loss per share

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

~27~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2017 AND 2016 (Expressed in thousands of New Taiwan dollars)

			(Expressed	in thousands of New	in thousands of New	Taiwan dollars)	Taiwan dollars)
2016 Balance at January 1, 2016 Distribution of 2015 earnings: Legal reserve Cash dividends Net (loss) profit for 2016 Other comprehensive income for 2016 Cash dividends distributed to non-controlling interests Balance at December 31, 2016 2017 Balance at January 1, 2017 Net loss for 2017 Other comprehensive income for 2017 Cash dividends distributed to non-controlling interests Balance at December 31, 2017	Notes			Equity attributable to		owners ofthe parent			Non-controlling interest	Totalequity
		Share capital - commonstock	Capitalsurplus			RetainedEarnings		Total
					Legal reserve	Special reserve	Unappropriated retained earnings (accumulated deficit)
	6(21)	`$` `7,435,652` `-` `-` `-` `-` `-` `$` `7,435,652` `$` `7,435,652` `-` `-` `-` `$` `7,435,652`	`$` `1,965` `-` `-` `-` `-` `-` `$` `1,965` `$` `1,965` `-` `-` `-` `$` `1,965`		`$ 1,018,481` `46,816` `-` `-` `-` `-` `$ 1,065,297` `$ 1,065,297` `-` `-` `-` `$ 1,065,297`	`$ 3,190,349` `-` `-` `-` `-` `-` `$ 3,190,349` `$ 3,190,349` `-` `-` `-` `$ 3,190,349`	`$` `2,166,890` `(` `46,816 )` `(` `371,782 )` `(` `1,287,100 )` `28,208` `-` `$` `489,400` `$` `489,400` `(` `5,880,118 )` `32,870` `-` `($` `5,357,848 )`	`$` `13,813,337` `-` `(` `371,782 )` `(` `1,287,100 )` `28,208` `-` `$` `12,182,663` `$` `12,182,663` `(` `5,880,118 )` `32,870` `-` `$` `6,335,415`	`$` `51,035` `-` `-` `291` `-` `(` `4,331 )` `$` `46,995` `$` `46,995` `(` `3,081 )` `-` `(` `245 )` `$` `43,669`	`$` `13,864,372` `-` `(` `371,782 )` `(` `1,286,809 )` `28,208` `(` `4,331 )` `$` `12,229,658` `$` `12,229,658` `(` `5,883,199 )` `32,870` `(` `245 )` `$` `6,379,084`

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

~28~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation of property, plant and equipment

Depreciation of investment property

Amortization of intangible and other assets

Provision for doubtful accounts

Loss on investments accounted for using equity method

Profit on valuation of financial assets and liabilities

Government grant income

Interest income

Interest expense

Disaster loss

Loss on disposal of property, plant and equipment

Impairment loss

Changes in operating assets and liabilities
Changes in operating assets
(Increase) decrease in notes receivable
Increase in accounts receivable
(Increase) decrease in accounts receivable - related parties
Decrease (increase) in receivables from customers on
construction contracts
Decrease (increase) in receivables from customers on
construction contracts - related parties
(Increase) decrease in other receivables
Decrease in other receivables - related parties
Decrease (increase) in inventories
Decrease in prepayments
Decrease in other current assets
Changes in operating liabilities
Increase in financial liabilities at fair value through profit or
loss
Increase in notes payable
(Decrase) increase in notes payable - related partie
Increase in accounts payable
Decrease in payables to customers on construction contracts
Increase (decrase) in payables to customers on construction
contracts - related parties
(Decrease) increase in other payables
Increase (decrease) in provisions for liabilities - current
Increased in unearned receipts
Increase in net defined benefit liability - non-current
Cash outflow generated from operations
Interest received
Payment of interest
Income tax paid
Net cash flows used in operating activities Notes
2017
2016
( $
6,353,042 ) ( $
1,535,402 )
6(8)(26)
515,546
561,389
6(9)(26)
375
375
6(10)(26)
15,908
13,348
6(2)
7,353
2,611
6(7)
20,868
33,779
6(13)(25)
(
11,463 ) (
824 )
6(24)
(
11,018 ) (
14,452 )
6(24)
(
2,368 ) (
1,972 )
6(28)
21,281
36,052
6(25) and 10
-
17,379
6(25)
1,221
2,369
6(7)(25)
144,103
-
(
5,790 )
2,400
(
624,030 ) (
457,813 )
(
21,212 )
18,186
2,416,985 (
1,258,391 )
1,793,119 (
1,793,119 )
(
48,280 )
55,402
17,098
21,371
1,531,805 (
1,469,260 )
492,637
462,261
83
141
11,743
824
15
-
(
101,384 )
126,058
90,515
76,985
(
1,551,493 ) (
1,025,495 )
1,023,847 (
362,765 )
(
5,529 )
2,868
532 (
27,704 )
80,772
4,958
30,790
33,801
(
519,013 ) (
6,474,640 )
2,402
2,616
(
82,089 ) (
41,392 )
(
3,455 ) (
8,241 )
(
602,155 ) (
6,521,657 )

(Continued)

~29~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of held-to-maturity financial assets
Acquisition of investments accounted for using equity method

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in refundable deposits
Decrease in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
(Decrease) increase in short-term notes and bills payable
Decrease in other financial liabilities - government grants
Proceeds from long-term debt
Increase in guarantee deposit received
Decrease in guarantee deposit received
(Decrease) increase in other non-current liabilities
Cash dividends paid

Cash dividends paid to non-controlling interests
Net cash flows from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year Notes
2017
2016
$
- $
99,000
6(32)
- (
178,156 )
6(32)
(
420,965 ) (
279,326 )
-
5,193
6(10)
(
10,071 ) (
5,250 )
(
317,125 ) (
612,781 )
381,788
607,609
(
366,373 ) (
363,711 )
(
4,107,341 )
5,878,529
(
299,966 )
999,735
- (
150,000 )
5,498,057
-
102,038
152,317
(
133,141 ) (
152,720 )
(
193 )
1,029
6(21)
- (
371,782 )
(
245 ) (
4,331 )
1,059,209
6,352,777
90,681 (
532,591 )
6(1)
191,133
723,724
6(1)
$
281,814 $
191,133

~30~

Annex 5:Deficit Compensation Statement 2017

CSBC Corporation, Taiwan Deficit Compensation Statement 2017

2017
	Unit: NT$
Items	Dollars
	Subtotal	Total
Accumulated deficit on Sep. 30, 2017 (Note 1) －: Net loss (Note 2) ＋: Other comprehensive income Accumulated deficit at the end of 2017	$(1,084,983,410) 32,869,877	$ 0 (1,052,113,533)
		$(1,052,113,533)

Note 1:The Extraordinary Shareholders’ Meeting on Dec. 21, 2017 approved the capital reduction of NT$4,305,734,300 to offset accumulated deficit until Sep. 30, 2017. After capital reduction, the accumulated deficit is NT$0 on Sep. 30, 2017.
Note 2:The total loss of 2017 NT$5,880,117,928 minus the loss of the first three quarters of 2017 NT$4,795,134,518 is NT$1,084,983,410.

Chairman: President: Accounting Manager: CHENG, WEN-LON TSENG,KUO-CHENG SU, CHEN-AN

~31~

Appendix

Appendix 1:Rules of Shareholders' Meeting

Rules of Procedure for Shareholders' Meeting CSBC Corporation, Taiwan

Passed in the 1[st] extraordinary shareholders’ meeting of 2002 on December 9, 2002 Passed in the 1[st] extraordinary shareholders’ meeting of 2008 on March 24, 2008 Passed in the general shareholders’ meeting of 2008 on June 20, 2008 Passed in the general shareholders’ meeting of 2012 on June 13, 2012 Passed in the general shareholders’ meeting of 2014 on June 26, 2014 Passed in the general shareholders’ meeting of 2015 on June 29, 2015

Except as otherwise provided in the laws and regulations, the procedure of the shareholders' meetings of CSBC Corporation, Taiwan (hereinafter referred to as the Company) shall be handled in accordance with these Rules.
The shareholder referred to in these Rules means the shareholder him/herself or the representative appointed by the shareholder or the shareholder’s proxy for attending the meeting.
Except as otherwise provided in the laws and regulations, the shareholders' meeting of the Company shall be convened by the board of directors.

The Company shall, 30 days before a general shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, produce the shareholders’ meeting notice, the power of attorney form, and the information about items for recognition and discussion and election or dismissal of directors into an electronic file for upload on the MOPS. In addition, the Company shall, 21 days before a general shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, produce the rules of procedures for the shareholders’ meeting and supplementary

~32~

materials into an electronic file for upload on the MOPS. The Company shall, 15 days before a shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock registrar and transfer agent, and distributed on-site at the meeting.

The meeting notice and announcement shall contain the reasons for convening the meeting. The notice delivery may be done electronically with the consent of the counterparty.

The election or dismissal of directors, or amendments to the Articles of Association, or dissolution, merger, or division of the Company, or matters in the provisions of Article 185 of the Company Law, Articles 26.1 or 43.6 of the Securities Exchange Act, or Articles 56.1 or 60.2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed in the reasons for convening the meeting and shall not be brought up as extraordinary motions.

Shareholders who hold more than one percent of the total number of issued shares may submit in writing to the Company a motion proposal for the general shareholders’ meeting, but the number of proposals is limited to one. Proposals more than one shall not be included as motions. If the motion proposed by a shareholder falls into one of the circumstances of the Paragraph 4 of Article 172 of the Company Law, the board of directors shall not include it as a motion.

The Company shall, before the book-close date of the general shareholders’ meeting, notify the shareholders of the acceptance of proposals from the shareholders, the place for submitting such proposals and the period for acceptance of proposals. The acceptance period shall not be less than 10 days.

The shareholder’s proposal shall be no more than 300 words. Proposals more than 300 words will not be included as motions. The shareholder making the motion proposal shall be present at or appoint a proxy to attend the shareholders' meeting and participate in the discussion of the motion.

~33~

The Company shall notify the shareholder making the motion proposal of the results of the processing before the notice of convening the shareholders' meeting, and include in the meeting notice the motions meeting the criteria of the Article. For a shareholder’s proposal not included in the motions, the board of directors shall state the reasons in the shareholders' meeting.

The shareholders shall, at each shareholder's meeting, issue a power of attorney in the form printed by the Company, specify the scope of authorization, and appoint a proxy to attend the shareholders' meeting.
Each shareholder is limited to issuing one power of attorney and appointing one proxy only. The power of attorney shall be delivered to the Company 5 days before the shareholders’ meeting. If the power of attorney is duplicated, the first one that is delivered shall prevail. This requirement does not apply to a statement revoking the former power of attorney.

Upon the delivery of the power of attorney to the Company, the shareholder who wishes to attend the shareholders' meeting in person or wishes to exercise the voting right in writing or electronically shall notify the Company in writing to the cancel the proxy appointment 2 days before the shareholders' meeting, otherwise the voting right exercised by the appointed proxy who attends the meeting shall prevail.

The time and place of the shareholders' meeting shall be determined by the board of directors, and the meeting shall be held at the place where the head office of the Company is located or a place convenient for the shareholders' attendance and suitable for holding the shareholders' meeting. The meeting start time shall not be earlier than 9:00 am or later than 3:00 pm.
The Company shall prepare a rules-of-procedure handbook for the shareholders' meeting and announce the rules-of-procedure handbook and other relevant information before the shareholders' meeting.

The measures concerning the time, manner and main matters in the rules of

~34~

procedure handbook in the aforesaid announcement and other matters to be followed shall be determined by the securities regulatory authority.

The attendance at the shareholders' meeting shall be determined by the submission of the attendance card to the Company by either the shareholder or the proxy appointed by the shareholder.

The Company shall deliver the rules-of-procedure handbook, annual report, attendance certificate, speech slip, vote and other meeting information to the shareholders present at the shareholders' meeting. If there is an election of directors, the election ballot shall also be delivered.

The shareholder shall attend the shareholders' meeting by attendance certificate, attendance card or other attendance documents. The Company shall not arbitrarily add any other supporting documents to prove the identity of the shareholders. The solicitor for the power of attorney shall carry identity documents for verification.

If the government or a legal person is a shareholder, the representative for the shareholders' meeting is not limited to one person only. If a legal person is appointed to attend the shareholders' meeting, only one representative shall be sent.

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. If the chairperson of the board is on leave or for any reason and unable to exercise the powers of a chairperson, the chairperson shall appoint one of the directors to act as the chairperson for the meeting. If the chairperson does not make such an appointment, then the chairperson for the meeting shall be elected among the directors.

If the shareholders' meeting is convened by a party other than the board of directors, the chairperson of the meeting shall be the convening party. If there are two or more convening parties, one of them shall be elected as the chairperson.

For a shareholders' meeting convened by the board of directors, the chairperson shall personally presided over the meeting, and shall have

~35~

more than half of the directors of the board and at least one member from each functional committee attend the meeting. The attendance shall be recorded in the meeting minutes.

The Company may appoint its lawyer, accountant or related persons to attend the shareholders' meeting in a non-voting capacity.

The Company shall audio-record or video-record the whole process of the shareholders' meeting, and shall retain the recording together with the attending shareholders' sign-in register and the powers of attorney for at least one year. For any lawsuit filed by a shareholder in accordance with Article 189 of the Company Law, such documents shall be kept until the end of the proceedings.
The attendance of the shareholders' meeting shall be on a share basis. The number of shares represented by the attending shareholders shall be based on the sign-in register or the attendance cards submitted, plus the number of shares with the voting rights exercised in writing or electronically.

The chairperson shall call the meeting to order at the scheduled meeting start time. If the attending shareholders do not represent a majority of the total number of shares issued, the chairperson may announce a postponement, provided that no more than two such postponements for a combined total length of no more than 1 hour may be made. If after two postponements the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall announced the meeting aborted.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, then pursuant to Paragraph 1 of Article 175 of the Company Law, a tentative resolution may be adopted with the consent of the attending shareholders with the majority voting rights. The shareholders shall be informed of the tentative resolution, and another shareholders’ meeting shall be convened within a month.

For the shareholders' meeting reconvened, shareholders representing one

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third or more of the total number of issued shares still have to attend, and the consent of the attending shareholders with the majority voting rights shall be obtained. A formal resolution shall be made.

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order as set in the agenda, which may not be changed without a resolution of the shareholders’ meeting.

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

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.

After the meeting is adjourned, the shareholders shall not elect another chairperson to continue the meeting at the original site or another place. However, if the chairperson declares the meeting adjourned in violation of the rules of procedure, with the consent of the attending shareholders with the majority voting rights, a new chairperson may be elected to continue the meeting.

The Chairman shall allow the opportunity for a full explanation and discussion of the amendments or extraordinary motions proposed by the shareholders. If a motion has been duly discussed and the chairperson thinks that the point of voting has been reached, the chairperson may announce a stop to the discussion. If necessary, the chairperson may suspend the discussion. The chairperson shall start the voting session for the motion with its discussion terminated or suspended.

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

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

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

At the time a shareholder is speaking, the other shareholders shall not speak and interfere except with the consent of the chairperson and the speaking shareholder, otherwise the chairperson shall stop this interfering behavior.

Where a legal-person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may speak on the same motion.

After an attending shareholder has spoken, the chairperson may respond in person or appoint a relevant person to respond.

The vote calculation of the shareholders' meeting shall be on a share basis. If the government or a legal person is a shareholder, its representative shall exercise the voting rights on behalf of the shareholder.

For the resolution of the shareholders' meeting, the shareholdings of shareholders with no voting rights shall not be included in the total number of shares issued.

Shareholders are not allowed to participate in the voting on matters with their own interests involved in that are potentially harmful to the interests of the Company, and shall not act on behalf of other shareholders to exercise their voting rights.

The number of shares with no voting rights in the preceding paragraph shall not be included in the number of voting rights of the shareholders who have attended the meeting.

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A shareholder may entrust a proxy to attend the shareholders' meeting. Except trust businesses or stock agents approved by the competent authority, if a proxy is entrusted by two or more shareholders, the voting rights of the proxy shall not exceed 3% of the total number of voting rights of the issued shares, otherwise the voting rights exceeding the percentage shall not be counted.

Shareholders have one voting right for each share, except restricted shares or shares with no voting rights as listed in Item 2 of Paragraph 179 of the Company Law.

In the Company’s shareholders' meeting, an electronic method shall be adopted for the exercise of voting rights, which may also be exercised in writing. The notice of the shareholders' meeting shall stipulate whether the voting rights are exercised in writing or electronically. Shareholders who exercise their voting rights either in writing or electronically are deemed to be present at the shareholders' meeting in person. However, they shall be deemed to abstain from extraordinary motions and amendments to the original motions of the shareholders' meeting.

For a shareholder who exercises the voting rights in writing or electronically in the preceding paragraph, the shareholder’s decision shall be delivered to the Company 2 days before the date of the shareholders' meeting. If the decision is duplicated, the first one that is delivered shall prevail. This requirement does not apply to a statement revoking the former decision.

After a shareholder exercises the voting rights in writing or electronically, if the shareholder wishes to attend the meeting in person, he/she shall, in the same way as the exercise of the voting rights, cancel the decision on the exercise of the voting rights in the preceding paragraph 2 days before the date of the shareholders' meeting. If the cancellation is not made before the deadline, the voting rights exercised in writing or electronically shall prevail. If a shareholder exercises the voting rights in writing or electronically and entrusts a proxy by a power of attorney to attend the shareholders' meeting, the voting rights exercised by the

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entrusted proxy shall prevail.

Unless otherwise provided in the Company Law and the Articles of Association of the Company, a motion is subject to the consent of the majority of the shareholders' voting rights. When voting, the shareholders shall vote on a case-by-case basis after the chairperson or his/her designated person announces the total number of voting rights of the attending shareholders case-by-case basis, and the results of the shareholders' consent, objection and abstention shall be entered into the MOPS on the day after the shareholders' meeting.

At the time of the vote, if there is no objection after the chairperson’s inquiry, the motion shall be regarded as passed, and it shall bear the same effectiveness as that of voting. If there is any objection, the voting method shall be adopted in accordance with the provisions of the preceding paragraph.

In the case of an amendment or an alternative to the same motion, the chairperson shall combine it with the original motion and determine the order of voting. If one of the motions is passed, the other motion shall be deemed to be vetoed and no further voting shall be required.

The scrutineer of the motion and vote counting personnel shall be designated by the chairperson, but the scrutineer shall be a shareholder.

The results of the vote shall be announced on the spot and recorded accordingly.

If there is an election of directors in the shareholders’ meeting, the election shall be handled in accordance with the election related regulations of the Company, and the results shall be announced on the spot.

The electoral votes for the preceding election shall be sealed and signed by the scrutineer and kept for at least one year. For any lawsuit filed by a shareholder in accordance with Article 189 of the Company Law, such documents shall be kept until the end of the proceedings.

The resolutions of a shareholders' meeting shall be recorded in the

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shareholders' meeting minutes to be signed or sealed by the chairperson, and be distributed to the shareholders within 20 days after the meeting. The preparation and distribution of the meeting minutes may be carried out electronically.

The distribution of the aforesaid meeting minutes may be carried out by way of a public announcement.

The meeting minutes shall record in detail the year, month, day and venue of the meeting, the name of the chairperson, the method of resolution, the summary of the proceedings and the results. The minutes shall be kept permanently during the existence of the Company.

The resolution of the preceding paragraph is based on the chairperson’s inquiry with the shareholders. If the shareholders have no objection to the motion, it shall be recorded that "the motion is passed with no objection after the chairperson’s inquiry with all the attending shareholders". However, if the shareholders object to the motion, it shall be recorded that the voting method was adopted as well as the number of voting rights for the motion and the ratio of such voting rights.

The number of shares solicited by the solicitors and the number of shares represented by the proxies shall be clearly disclosed in the prescribed statistical form and posted in the venue of the shareholders' meeting on the day of the shareholders' meeting.

In case a resolution of the shareholders' meeting belongs to major information specified in the decree and by the competent authority, the Company shall transmit the contents to the MOPS within the prescribed time.

The chairperson may direct the proctors (or security personnel) to help maintain the order at the meeting. When the proctors (or security personnel) help maintain the order at the meeting, they shall wear an identification card.

For shareholders who violate the rules of procedure, do not follow the chairperson's correction and disturb the conduct of the meeting, the chairperson may direct the proctors or security personnel to ask them to

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leave the venue.

During the course of a meeting, the chairperson may announce a break based on time considerations. In case of a force majeure event, the chairperson may rule the meeting temporarily suspended, and announce a meeting resumption time depending on the situation.

If the meeting venue can no longer be used before the end of the meeting agenda (including extraordinary motions), the shareholders may find another venue to continue the meeting.

A meeting resolution may be made to postpone or continue the shareholders’ meeting within 5 days in accordance with the provisions of Article 182 of the Company Law.

Matters not stipulated in these Rules shall be handled in accordance with the pro-visions of the Company Law, the Articles of Association of the Company and relevant laws and regulations.
The Rules are implemented after the adoption of the resolution in the shareholders’ meeting, and the same procedure applies to the amendments.

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Appendix 2:The company policy

CSBC Corporation, Taiwan Articles of Association

Chapter I General Provisions

Article 1

Article 2

The Company is organized in accordance with the provisions of the Company Law of the Republic of China, and is known as CSBC Corporation, Taiwan.

The businesses of the Company are as follows:

(1) CA01030 Steel casting business
(2) CA02010 Metal structure and construction component manufacturing business
(3) CB01010 Machinery and equipment manufacturing business
(4) CB01030 Pollution control equipment manufacturing business
(5) CD01010 Ship and parts manufacturing business
(6) CD01030 Automobile and parts manufacturing business
(7) E599010 Piping engineering business
(8) E601010 Electrical equipment business
(9) E603120 Sandblasting engineering business
(10) E604010 Mechanical installation business
(11) E901010 Painting business
(12) EZ15010 Insulation installation works
(13) EZ99990 Other engineering business
(14) F401021 Telecommunications-control RF equipment import business
(15) I599990 Other design business
(16) J101040 Waste disposal business
(17) CD01070 Business port ship repair business
(18) G301011 Shipping business
(19) G302010 Boat operation business
(20) G402011 Sea shipping contracting business

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(21) G403010 Ship rental industry
(22) G406040 Business port ship barging business
(23) G406051 Business port cargo tally business
(24) G406061 Business port cargo ship loading and unloading contracting business
(25) G407010 Salvage business
(26) G408010 Maritime rescue business
(27) ZZ99999 Businesses not prohibited or restricted by law, in addition to the permitted businesses.
Article 3 The office of the Company is located in the Kaohsiung City. If necessary, branch offices of the Company may be established with the approval of the board of directors.
Article 4 The Company may undertake external guarantees due to business needs, and the operations shall be handled pursuant to the endorsement and guarantee related measures of the Company.
Article 5 The announcement method of the Company shall be in compliance with the provisions of Article 28 of the Company Law.

Chapter II Shares

Article 6 The total capital of the Company is set at NT$11,138,997,170 which is divided into 1,113,899,717 shares at NT$10 per share which are issued in different batches.
Article 7 The shares of the Company shall be numbered and signed or stamped by more than three directors of the Company. The shares shall stipulate the matters prescribed in Article 162 of the Company Law and be issued after the certification of the competent authority or its authorized certification agent.
If the shares issued by the Company are not in printed form, the central depository shall be contacted for registration.
Article 8 The Company's shares are all in registered form, unless the Company issues scriptless shares. The share shall bear the

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real name of the shareholder. If the shareholder is the government or a legal person, the address and the real name of the shareholder or its representative shall be recorded in detail in the Company’s shareholders’ register. If the legal person is owned by two or more persons, one of them shall be appointed as the representative.

Article 9 For title transfer of shares, lost shares or destroyed shares, the matter shall be handled in accordance with the Company Law and the “Criteria Governing Handling of Stock Affairs by Public Companies” promulgated by the competent authority.
Article 10 When a new share is applied for due to share division, defacement or misappropriation, the Company may charge a processing fee.
Article 11 Shareholders shall submit the specimens of their signatures or seals to the Company for registration for the purpose of collecting dividends or exercising their rights.
Article 12 Where a shareholder’s seal registered with the Company is lost, damaged or replaced, the matter as well as any other matters relating to the stock affairs of the Company shall be handled in accordance with the “Criteria Governing Handling of Stock Affairs by Public Companies” promulgated by the competent authority.
Article 13 Share title transfer shall be suspended 60 days before the date of the general shareholders’ meeting, or 30 days before the extraordinary shareholders’ meeting, or 5 days before the date on which the Company decides to distribute dividends, bonuses or other interests.

Chapter III Shareholders’ Meeting

Article 14 The shareholders' meeting includes the general shareholders' meeting and the extraordinary shareholders’ meeting:
(1) The general shareholders' meeting is convened at least once a year and is held within 6 months after the end of

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each fiscal year.

(2) The extraordinary shareholders' meeting is convened in accordance with the law when necessary.
Article 15 The convening procedures of the shareholders' meeting shall be handled in accordance with the provisions of the Company Law, the Securities Exchange Law and the relevant laws and regulations.
Article 16 Unless otherwise provided in the Company Law, the chairman of the board shall be the chairman of the shareholders' meeting. If the chairman of the board is on leave or for any reason unable to exercise his or her duties, the chairman of the board shall appoint a director as the agent. If the chairman of the board does not make an appointment, the directors shall elect one of them to be the agent.
Article 17 For the passing of a resolution in a shareholders' meeting, unless otherwise provided in the Company Law, the shareholders' meeting shall be attended by more than half of the shareholders, and the resolution shall be approved by more than half of the attending shareholders before its implementation.
Article 18 Each share of the shareholder has one voting right, but the shareholder with any of the circumstances in Paragraph 2 of Article 179 of the Company Law shall have no voting rights.
Article 19 When a shareholder is unable to attend the shareholders' meeting for any reason, he/she shall handle the matter in accordance with the provisions of the Rules Governing the Use of Proxies for Attendance at Shareholder Meetings promulgated by the competent authority.
Article 20 The shareholders' meeting shall be handled in accordance with the rules of procedure of the shareholders' meeting of the Company.
The resolutions of the shareholders' meeting shall be recorded in the meeting minutes which shall be signed or

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sealed by the chairman and distributed to the shareholders within 20 days after the meeting. The meeting minutes together with the shareholders’ sign-in register and the power of attorneys shall be kept at the Company.

The aforesaid meeting minutes may be produced electronically.

The aforesaid meeting minutes may be distributed by way of a public announcement.

Chapter IV Directors and Audit Committee

Article 21

The Company has 10 to 15 seats of directors, and the candidates shall be nominated by the shareholders from the list of candidates. The term of directors shall not exceed three years, but directors may be re-elected.

According to the provisions of Article 14.2 of the Securities Exchange Law, at least three among the aforesaid directors of the Company shall be independent directors. The professional qualifications, shareholdings, part-time job restrictions, determination of independence and method of nomination of the independent directors and other matters to be followed shall be handled in accordance with the relevant securities management laws and regulations.

Independent directors and non-independent directors shall be nominated separately. The election shall be held jointly, but the seats shall be calculated separately.

The minimum shareholding ratio of all the directors of the Company shall be in compliance with the relevant securities management laws and regulations.

In order to diversify the risk of directors' liabilities, the Company shall, within their term of office, purchase liability insurance for them in respect of their business scopes for the liabilities they shall bear in accordance with the law.

Article 22 The remuneration of the directors of the Company is entrusted to the board of directors to determine, with the consideration

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of the value of their participation in the Company's operation, their contribution and the remuneration of the directors of peer companies.

Other benefits may be granted to the chairman of the board in accordance with the relevant provisions concerning the remuneration of practitioners in the business.

Article 23 For a shortfall of one-third of the directors’ seats, an extraordinary shareholders’ meeting shall be held in accordance with the provisions of the Company Law for an election of the directors.

Article 24

In the event of a vacancy of a director from the government or a legal person, the government or the legal person shall appoint another representative to make up the original term. The authority of the board of directors is as follows:

Approving the Company's business plan.
Approving the Company's financial statements.
Establishing or amending the internal control system in accordance with the provisions of Article 14.1 of the Securities Exchange Law.
Establishing or amending the procedures for major financial activities such as the acquisition or disposal of assets, engagement in derivative transactions, loans to others and endorsements or guarantees according to the provisions of Article 36.1 of the Securities Exchange Law.
Fund raising, issuing or private fund raising of securities with the nature of equity.
Hiring and dismissal of financial, accounting or internal audit managers.
Donations to related parties or significant donations to non-related parties. Public welfare donations due to major natural disasters may be recognized in the next board meeting.

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Issues which shall be decided in the shareholders' meeting or proposed in the board meeting, or major issues specified by the competent authority as stipulated in Article 14.3 of the Securities Exchange Law and other laws or regulations.
Article 25 The Company has set up the Audit Committee in accordance with the provisions of Article 14.4 of the Securities Exchange Law. The Audit Committee’s responsibilities, organization rules and other matters to be followed shall be handled in accordance with the provisions of the Company Law, the Securities Exchange Law, other relevant laws and regulations and the rules and regulations of the Company.
Article 26 For the setup of the board of directors, more than two-thirds of the directors shall be present at the meeting and the consent of the majority of the attending directors shall be obtained. A chairman shall be elected among the directors to perform all the affairs of the Company in accordance with the decrees, articles of association, and the resolutions of the shareholders' meeting and the board meeting. The chairman of the board internally is the chairman of the shareholders' meeting and the board meeting, and externally represents the Company.

If the board meeting is conducted via video, the directors shall be deemed to be present in person via video.

Article 27
Except that the first board meeting of each term of directors shall be convened by the director with votes representing the most voting rights or in accordance with the provisions of the Company Law, the other board meetings shall be convened by the chairman of the board. The notice of the board meeting shall state the date, venue and cause of the meeting, and the directors and supervisors shall be notified in writing or electronically 7 days ago. In case of an emergency, a board meeting may be convened at any time. If

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the meeting notice is to be sent by electronic means, it is subject to the consent of the counterparties.

Article 28 The chairman is also the chairman of the board. If the chairman of the board can not perform his/her duty for any reason, he/she shall appoint one of the directors to act as the agent. If the chairman does not make the appointment, then the directors shall elect one of them to be the agent.
Article 29 For the passing of a resolution in a board meeting, except as otherwise provided in the Company Law, the board meeting shall be attended by more than half of the directors, and the resolution shall be approved by more than half of the attending directors before its implementation.
Article 30 The director may, pursuant to Article 205 of the Company Law, issue a power of attorney and list the scope of authorization to appoint another director to attend the board meeting. The appointed director may exercise the voting rights within the scope of authorization, but each director may accept the authorization of one person only. A director living abroad may appoint another director in writing to attend the board meeting on a regular basis.

Chapter V Human Resources

Article 31 The Company has one general manager and several managers. The appointment, dismissal and remuneration of the managers shall be handled in accordance with the provisions of Article 29 of the Company Law.

Article 32

The general manager shall handle the affairs of the Company under the supervision of the board of directors. The managers shall assist the general manager in the duties of the general manager, and shall have the right to sign on behalf of the Company within the scope of the approved regulations or written authorization of the general manager.

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Article 33 The general manager may hire other employees required by the Company within the number of employees approved by the board of directors.

Chapter VI Financial Statements

Article 34 At the end of each accounting year of the Company, the following documents shall be prepared by the board of directors for delivery to the audit committee 30 days before the general shareholders’ meeting for review and then submission to the shareholders' meeting for recognition:

The business report
The financial statements
The motion concerning earnings distribution or loss make-up

Article 35 If the Company has a profit for the year, it shall distribute an employee bonus of not less than 1 percent and not more than 5 percent of the profit, and the payment may be made in share or in cash. The directors' remuneration shall not be more than 1 percent of the profit. However, if the Company still has an accumulated loss, it shall make up for the loss first.

The profit for the current year in the first paragraph refers to the pre-tax profit for the current year before the deduction of the employee bonus and the directors’ remuneration.

For the distribution of the employee bonus and the directors’ remuneration, the board meeting shall be attended by more than two-thirds of the directors, and the resolution shall be approved by more than half of the attending directors. The payment shall be made in one go.

Article 35.1

If there is a surplus after the current year's accounts, the Company shall first pay the business income tax according to law and make up for the accumulated loss in the previous years. If there is a balance, the Company shall appropriate 10% of it as the statutory surplus reserve. However, if the

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statutory surplus reserve has reached the total amount of paid-in capital, then this requirement does not apply. A special surplus reserve shall then be appropriated according to Article 41 of the Securities Exchange Law. If there is still a balance, the board of directors shall draft a distribution proposal for the resolution of the shareholders’ meeting and the distribution afterwards.

In accordance with the Company’s operating environment, growth, future capital needs and long-term financial planning, as well as to meet the shareholders’ cash needs, the Company may appropriate more than 10% of the aforesaid distributable earnings as cash and stock dividend. The proportion of cash dividend shall not be less than 10% of the total dividend.

Chapter VII Supplementary Provisions

Article 36 The Company’s organization rules and important rules of business dealing, and the division of responsibilities among the board of directors, the chairman of the board and the general manager shall be approved by the board of directors. The details of the duties of the management department shall be approved by the general manager.
Article 37 If the Company revokes its public offering in future, it shall propose the resolution to the shareholders' meeting and shall not change the provisions during the listing period.
Article 38 Matters not stipulated in the Articles of Association shall be handled in accordance with the provisions of the Company Law and other relevant laws and regulations.
Article 39 The Articles of Association were established on July 27, 1973.

	1973.
No.	Amendment date	Remarks
1	February 16, 1974	Passed in the 1974 extraordinary shareholders’ meeting.
2	November 18, 1975	Passed in the 1975 extraordinary shareholders’ meeting.

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3	July 16, 1976	Passed in the 1976 general shareholders’meeting.
4	January 27, 1977	Passed in the 1977 general shareholders’meeting.
5	December 20, 1977	Passed in the 1977 extraordinary shareholders’ meeting.
6	December 14, 1978	Passed in the 1978 general shareholders’meeting.
7	December 20, 1979	Passed in the 1979 general shareholders’meeting.
8	December 19, 1980	Passed in the 1980 general shareholders’meeting.
9	April 9, 1982	Passed in the 1982 general shareholders’meeting.
10	March 8, 1983	Passed in the 1983 general shareholders’meeting.
11	December 20, 1983	Passed in the 1983 general shareholders’meeting.
12	December 18, 1984	Passed in the 1984 general shareholders’meeting.
13	December 17, 1985	Passed in the 1985 general shareholders’meeting.
14	December 30, 1986	Passed in the 1986 general shareholders’meeting.
15	October 27, 1987	Passed in the 1987 general shareholders’meeting.
16	September 13, 1988	Passed in the 1988 general shareholders’meeting.
17	September 29, 1989	Passed in the 1989 general shareholders’meeting.
18	May 29, 1990	Passed in the first 1990 extraordinary shareholders’ meeting.
19	December 10, 1990	Passed in the 1990 general shareholders’meeting.
20	April 24, 1992	Passed in the 1991 general shareholders’meeting.
21	November 5, 1992	Passed in the 1992 general shareholders’meeting.
22	February 11, 1993	Passed in the 1992 extraordinary shareholders’ meeting.
23	October 27, 1995	Passed in the 1995 general shareholders’meeting.
24	December 27, 1995	Passed in the second 1995 extraordinary shareholders’meeting.
25	September 20, 1996	Passed in the 1996 general shareholders’meeting.
26	September 30, 1997	Passed in the 1997 general shareholders’meeting.
27	March 25, 1998	Passed in the first 1998 extraordinary shareholders’ meeting.
28	June 15, 2000	Passed in the first 2000 extraordinary shareholders’ meeting.
29	June 8, 2001	Passed in the 2001 general shareholders’meeting.
30	June 14, 2002	Passed in the 2002 general shareholders’meeting.
31	December 9, 2002	Passed in the first 2002 extraordinary shareholders’ meeting.
32	December 9, 2002	Passed in the first 2002 extraordinary shareholders’ meeting.
33	June 23, 2003	Passed in the 2003 general shareholders’meeting.
34	June 23, 2003	Passed in the 2003 general shareholders’meeting.
35	September 5, 2003	Passed in the first 2003 extraordinary shareholders’ meeting.

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36	September 5, 2003	Passed in the first 2003 extraordinary shareholders’ meeting.
37	November 28, 2003	Passed in the second 2003 extraordinary shareholders’meeting.
38	November 28, 2003	Passed in the second 2003 extraordinary shareholders’meeting.
39	June 16, 2006	Passed in the 2006 general shareholders’meeting.
40	March 1, 2007	Passed in the first 2007 extraordinary shareholders’ meeting.
41	December 14, 2007	Passed in the second 2007 extraordinary shareholders’meeting.
42	March 24, 2008	Passed in the first 2008 extraordinary shareholders’ meeting.
43	February 13, 2009	Passed in the first 2009 extraordinary shareholders’ meeting.
44	June 23, 2009	Passed in the 2009 general shareholders’meeting.
45	June 13, 2012	Passed in the 2012 general shareholders’meeting.
46	June 26, 2013	Passed in the 2013 general shareholders’meeting.
47	June 26, 2014	Passed in the 2014 general shareholders’meeting.
48	June 23,2016	Passed in the 2016general shareholders’ meeting.

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Appendix 3:The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

The Company has no right of distribution and does not apply.

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Appendix 4:Shareholding of Directors

Shareholding of Directors

(Shareholding number of all directors, date as of April 30 2018)

Title	Name or Legal person name	Shareholder no. or Identification number	Number of shares held	Shareholding ratio
Chairman	Ministry of Economic Affairs Representative: CHENG,WEN-LON	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: TSENG,KUO-CHENG	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: Huang,Ying-Fang	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: CHEN,YUNG-TSUNG	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: FANG,MING-CHUNG	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: HUANG, JIH-CHIN	`1`	`249,612,540`	`33.57%`
Director	Ministry of Economic Affairs Representative: LAN, SYU-CING	`1`	`249,612,540`	`33.57%`
Director	CPC (Corporation, Taiwan Representative): Yin Ling- Ying	`2`	`47,030,687`	`6.33%`
Director	China Steel Representative: Lee Xin-Min	`47200`	`18,414,641`	`2.48%`
Director	Yue-Li Investment Corporation	`47215`	`5,246,336`	`0.71%`
Director	Kaohsiung City Representative of Industrial Labor Union of CSBC: HOU,DE-LONG	`47213`	`813,804`	`0.11%`
Director	Kaohsiung City Representative of Industrial Labor Union of CSBC: HSIEH,KUO-JUNG	`47213`	`813,804`	`0.11%`
Independent Director	LIN, HUI-JENG	`X100******`	`0`	`0.00`％
Independe nt Director	FU, HO-CHUNG	`L120******`	`0`	`0.00`％
Independe nt Director	LIEU, DER-MING	`R102******`	`0`	`0.00`％

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Total number of shares held 321,118,008 43.20 ％

Note:1.The Company's paid-up capital of NT $7,435,651,790 and issued shares of 743,565,179.
In accordance with the provisions of Article 26 of the Securities Exchange Act, all directors of the Company shall have a minimum of 23,794,085 shares

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Appendix 5:Other explanations

Other explanations:

The shareholders meeting, shareholder proposal processing instructions :

According to Article 172 of the Company Law,Shareholders who hold more than one percent of the total number of issued shares will be able to submit a written notice to the Company in writing, and must subject to a limited number of 300 words.
The Company shareholders' meeting will accept the application for shareholders, the period is 2018/4/23 to 2018/5/2, and has been published in accordance with the law at the Public information observatory
No shareholder's proposal was received before the proposal deadline

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AI assistant

CSBC — AGM Information 2018

51982_rns_2018-11-28_ec173399-d2d1-4974-aa58-ee38cf83df16.pdf

CSBC CORPORATION,TAIWAN Handbook for the 2018 Annual Meeting of Shareholders

MEETING TIME: JUNE 28, 2018

Table of Contents

CSBC CORPORATION,TAIWAN Procedure for the 2 018 Annual Meeting of

Shareholders

CSBC CORPORATION,TAIWAN

Year 2018

Agenda of Annual Meeting of Shareholders

Call the Meeting to Order.

Chairperson Remarks

Management Presentations

Matters for Recognition

Questions and Motions

Adjournment

Management Presentations

Report No. 1

Report No. 2

Report No. 3

Report No. 4

Report No. 5

Matters for Recognition

Proposed by the Board Proposal No.1

Explanation:

Resolution:

Proposed by the Board Proposal No.2

Explanation:

Resolution:

Questions and Motions

ANNEX

Annex 1:2017 Business Report

2017 Business Report

Dear Shareholders,

Operating Performance in 2017

1. Consolidated financial results

2. Budget implementation

3. Profitability analysis

Business Plan for 2018

1. Business objectives

Development Strategy

The Impact of the External Competitive Environment, Regulatory Environment, Macroeconomic Conditions, and Vision

and become the leading brand in the market. 2. Regulatory environment

3. Macroeconomic conditions, and vision

Annex 2:Audit Committee's Review report

Audit Committee's Review report

To:

CSBC CORPORATION,TAIWAN

Annex 3:Processing situation of 2018 private placement of

Annex 4:2017 Financial Statements and consolidated Financial

Opinion

Basis for opinion

Key audit matters

Accounting estimates and assumptions for total cost of construction

contract

Description

How our audit addressed the matter

Assessment of construction loss

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

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

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars, except loss per share)

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2017 AND 2016 (Expressed in thousands of New Taiwan dollars)

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

Annex 5:Deficit Compensation Statement 2017

CSBC Corporation, Taiwan Deficit Compensation Statement 2017

Appendix

Appendix 1:Rules of Shareholders' Meeting

Rules of Procedure for Shareholders' Meeting CSBC Corporation, Taiwan

Appendix 2:The company policy

CSBC AGM Information 2018