CSBC — AGM Information 2021

Dec 23, 2021

Stock Code: 2208

CSBC CORPORATION,TAIWAN Handbook for the 2021 Extraordinary annual Meeting of Shareholders

MEETING TIME: DECEMBER 17, 2021

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2021 EXTRAORDINARY 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

Table of Contents

Meeting Procedure ....................................................................................................... 2 Meeting Agenda ........................................................................................................... 3 Discussion … .......................................................................................................... 4 Annex Annex 1:Future Business Development Needs of Reinvested Enterprise ....... 6 Annex 2:“Guidelines Governing Management of Endorsement or Guarantee for Others” Comparison Before and After Amendments .......................................... 9 Appendix Appendix 1 Rules of Shareholders' Meeting ................................................... 11 Appendix 2:CSBC Corporation, Taiwan Articles of Incorporation ............. 21 Appendix 3:Guidelines Governing Management of Endorsement or Guarantee for Others .................................................................................................. 32 Appendix 4:Shareholding of Directors ............................................................ 39

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CSBC CORPORATION,TAIWAN

Procedure for the 2 021 Extraordinary Annual Meeting of Shareholders

Call the Meeting to Order

Chairperson Remarks

Discussion

Questions and Motions

Adjournment

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CSBC CORPORATION,TAIWAN Year 2021

Agenda of Extraordinary Annual Meeting of Shareholders

Time: 10:00 a.m. on Friday, December 17,2021

Place: The Auditorium in CSBC,TAIWAN

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

Call the Meeting to Order.

Chairperson Remarks

Discussion

1. Amendment to the"Guidelines Governing Management of Endorsement or Guarantee for Others".

Questions and Motions

Adjournment

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Discussion

Proposed by the Board 1.Proposal:

Amendment to the"Guidelines Governing Management of Endorsement or Guarantee for Others".

Explanation:

• 1.For details on the future business development needs of the Company’s reinvested enterprise, please refer to attachment 1. For amended article 5 on Guidelines and comparison of amended articles, please refer to PP.8 Annex 2. The aggregate amount of endorsements/guarantees and the amount of endorsements/guarantees for any single entity are as follows:

• (1)The total amount of endorsements/guarantees is increased from 50% to 800% of the Company’s net worth.

• (2)The maximum amount of endorsements/guarantees for any single entity is increased from 10% to 700% of the Company’s net worth.

• (3)The total amount of endorsements/guarantees made by the Company and its subsidiaries is increased from 50% to 800% of the Company’s net worth.

• (4)The maximum amount of endorsements/guarantees made by the Company and its subsidiaries as a whole for any single entity is increased from 10% to 700% of the Company’s net worth.

• 2.The total amount of amended endorsements/guarantees has exceeded 50% of the Company’s net worth, and an explanation of the reasonableness and necessity thereof should be provided in accordance with Article 12. Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies (Please refer to PP.7 article 5 of Annex 1).

Resolutions:

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Questions and Motions

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Annex

Annex 1:Future Business Development Needs of Reinvested Enterprise

Future Business Development Needs of Reinvested Enterprise

• 1.The major services of the Company’s reinvested enterprise, CSBC-DEME Wind Engineering Co. Ltd. (hereinafter referred to as CDWE) include transport and installation activities of offshore wind farms, and large turnkey constructions. In terms of construction contracting of offshore wind farms, there shall be a guarantee of the parent company (hereinafter referred to as PCG) to be issued in accordance with offshore wind power industry regulations, except for general guarantees (performance and repayment) provided in the contract. For the Hai Long Wind Farm (€ 2.1 billion) turnkey construction contract, CDWE is currently requesting documents and assistance from the Company in providing PCG (€ 2.1 billion) and a general guarantee (€ 262.5 million) as required by the proprietor; the amount for obtaining the Hai Long Wind Farm turnkey construction project is NT$ 85 billion (based on the exchange rate of € 36). The aforementioned assistance requested by CDWE is part of the Company’s endorsements/guarantees, and CDWE is also an entity for which the Company may make endorsements/guarantees (according to Article 4). However, the said amount and operational procedures shall be determined based on the “Guidelines Governing Management of Endorsement or Guarantee for Others” (hereinafter referred to as the Essentials).

• 2.Since the amount or ratio to be adopted by the guarantor was not mentioned in the PCG content provided by CDWE; moreover, it was stated that “the guarantor shall supervise the warrantee to ensure that all contracted works are accomplished” or “completed by the guarantor,” the PCG shall be regarded as a full guarantee for the contract. In addition, according to article 5, the amount of endorsements/guarantees for any single entity of the Company shall not exceed 10% of the Company’s net worth, and the total amount of endorsements/guarantees shall not exceed 50% of the Company’s net worth. At present, the amount of guarantees requested by CDWE (NT$ 85 billion) has exceeded a single entity, which was mentioned in the Essentials as well as the maximum total amount; and the Company proposed to amend article 5 and increase the total amount of endorsements/guarantees and the amount of guarantees for any single entity of the Company.

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• 3.Amendments and explanations to Article 5. Guidelines:

• (1)The total amount of endorsements/guarantees was set to increase from 50% to 800% of the Company’s net worth:

  • a.After its capital was increased, the Company’s net worth reached NT$ 13,242,217 at the end of June, 2021. The actual contracting requirement for Hai Long Wind Farm made by CDWE was NT$ 85 billion.

  • b.Apart from CDWE, other reinvested enterprises of the Company include construction companies, which would require endorsements/guarantees when contracting businesses in the future. Therefore, when amending the Essentials, the amount shall be aggregately calculated.

• (2)After considering the actual needs of CDWE, the maximum amount of endorsements/guarantees for any single entity is increased from 10% to 700% of the Company’s net worth.

• 4.With the joint venture (CDWE) between the Company and DEME OFFSHORE HOLDING NV (hereinafter referred to as DEME), it is stipulated in the SHA_ Shareholders Agreement that the parent companies of both parties shall undertake the obligation and responsibility of issuing a guarantee for CDWE’s contracting business and to offer resources to help fulfill the contract. In the offshore wind power industry, it is common for a developer to request the parent company to become its reinvested enterprise and make endorsements/guarantees for obtaining the business, and DEME is capable of issuing a guarantee for CDWE’s contracting business. However, in terms of “Guidelines Governing Management of Endorsement or Guarantee for Others,” the Company is unable to comply with the SHA_ Shareholders Agreement regulations made by the Company and DEME; hence, the Essentials are amended to meet the needs of making endorsements/guarantees for the actual contracting business of CDWE.

• 5.The total amount of endorsements/guarantees with regard to the amendments has exceeded 50% of the net worth, according to Article 12 . “Regulations Governing Loaning of Funds and Making Endorsements/Guarantees for Public Companies”, and explanations of reasonableness and necessity are provided as follows:

• (1)As CDWE plans to expand its business in 2022, while supplying operational cash flow with private capital and external financing since its establishment, the Company has yet to find financing and guarantee resources for construction projects, and its Hai Long Wind Farm turnkey

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construction contract price has reached € 2.1 billion. However, based on the current financial structure of CDWE and lack of income from construction before the year 2022, it would be difficult to finance externally and estimate the guarantee amount.

• (2)Furthermore, CDWE has initiated important reinvestment of offshore wind power construction for CSBC Corporation (Taiwan), which became a significant milestone related to the green energy policy of the government. Apart from introducing marine engineering localization of offshore wind power in Taiwan, implementation as well as technical talents and localization of ship machinery, the CDWE has established a sustainable development base for the green energy wind power industry. Therefore, the Company has proposed to amend the total amount of guarantees and the amount for any single entity from “Guidelines Governing Management of Endorsement or Guarantee for Others” to support CDWE and the contracting needs of other reinvested enterprises, in order to adapt to the government’s green energy policy.

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Annex 2: “ Guidelines Governing Management of Endorsement or Guarantee for

Comparison Before and After Amendments

" Guidelines Governing Management of Endorsement or Guarantee for Others " Com arison Before and After Amendments p

Revision Before Revision Article 5 Article 5 The amount of making The amount of making endorsements/guarantees of endorsements/guarantees of the Company: the Company:

1.The total amount of 1.The total amount of endorsements/guarantees of endorsements/guarantees of the Company: shall not the Company: shall not exceed 800% of the exceed 50% of the Company’s net worth. Company’s net worth. 2.The amount of 2.The amount of

2.The amount of 2.The amount of endorsements/guarantees endorsements/guarantees for any single entity of the for any single entity of the Company: shall not exceed Company: shall not exceed 700% of the Company’s 10% of the Company’s net net worth as the limitation. worth as the limitation. 3.The total amount of 3.The total amount of endorsements/guarantees of endorsements/guarantees of the Company and its the Company and its subsidiaries entities: shall subsidiaries entities: shall not exceed 800% of the not exceed 50% of the Company’s net worth. Company’s net worth. 4.The amount of 4.The amount of endorsements/guarantees endorsements/guarantees for any single entity of the for any single entity of the Company and its Company and its subsidiaries entities: shall subsidiaries entities: shall not exceed 700% of the not exceed 10% of the Company’s net worth as Company’s net worth as the the limitation. limitation.

Explanatory Notes 1.As the actual needs of contracting Hai Long Wind Farm of DEME, after added to calculate future probable estimated number of other reinvested companies, the total amount of

endorsements/guarantees increased to 800%.

• 2.Considered the actual needs of contracting Hai Long Wind Farm of DEME and the maximum amount of endorsements/guarantees, and the maximum limit of endorsements/guarantees for any single entity increased to 700% of the Company’s net worth.

• 3.Amended the maximum amount in accordance with explanation 1.

• 4.Amended the maximum amount in accordance with explanation 2

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If it’s a company with which If it’s a company with which business contact, the amount business contact, the amount of endorsements/guarantees of endorsements/guarantees evaluation standards shall not evaluation standards shall not exceed the amount of trading exceed the amount of trading between the two companies. between the two companies. The amount of trading means The amount of trading means the amount of purchasing or the amount of purchasing or selling goods which is higher. selling goods which is higher.

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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 Passed in the general shareholders’ meeting of 2020 on June 17, 2020 Passed in the general shareholders’ meeting of 2021 on August 25, 2021

1. 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.

2. 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.

3. 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 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

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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.

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

A shareholder holding one percent or more of the total number of issued shares may submit to the company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, the company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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.

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.

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1. 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.

1. 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.

2. 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 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

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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.

1. 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 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.

1. 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.

2. 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.

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The chairperson shall call the meeting to order at the scheduled meeting start time,and announce relevant information of the number of non-voting rights and the number of shares present at the 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 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.

• 10.If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

The 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

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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 ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, and may announce to suspend the discussion when it’s necessary. As announced to close the discussion or stop the agenda item of the discussion, the chair shall call for a vote, and schedule sufficient time for voting.

1. 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.

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.

1. 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

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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.

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.

1. 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

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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 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.

1. 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,contains the list of elected directors and the number of voting rights and the list of unsuccessful directors.

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.

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1. The resolutions of a shareholders' meeting shall be recorded in the 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 accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the company.

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.

1. 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.

1. 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

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chairperson may direct the proctors or security personnel to ask them to leave the venue.

1. 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.

1. 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.

2. 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:CSBC Corporation, Taiwan Articles of Incorporation

CSBC Corporation, Taiwan Articles of Incorporation

Chapter I General Provisions

Article 1 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”.

Article 2 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

• (21) G403010 Ship rental industry

• (22) G406040 Business port ship barging business

• (23) G406051 Business port cargo tally business

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(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 stocks printed by the company shall be numbered and shall be comply with provisions of Article 162 of the Company Law.They shall be signed or stamped by the directors representing the company, and after obtaining the bank visa of the stock issuing visa holder in accordance with the law.

• 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 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.

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• 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 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

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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 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.

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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 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.

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. Article 24 The authority of the board of directors is as follows:

1. Approving the Company's business plan.

2. Approving the Company's financial statements.

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1. Establishing or amending the internal control system in accordance with the provisions of Article 14.1 of the Securities Exchange Law.

2. 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.

3. Fund raising, issuing or private fund raising of securities with the nature of equity.

4. Hiring and dismissal of financial, accounting or internal audit managers.

5. 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.

6. 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.

7. 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.

8. 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'

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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 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

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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.

• 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.

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• 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 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.

• The Board of Directors may distribute all or part of the dividends and bonuses, capital surplus or legal reserve in cash, on condition that more than 2/3 of the Board have attended the meeting and more than half of the attendees approved, and a report shall be submitted to the shareholder’s meeting. Resolution via shareholder’s meeting as mentioned in the preceding parapgraph shall not apply.

• 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.

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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.

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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.
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.
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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.
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 2016 general shareholders’ meeting.
49 June 26, 2019 Passed in the 2019 general shareholders’ meeting.
50 June 17, 2020 Passed in the 2020 general shareholders’ meeting.
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Appendix 3:Guidelines Governing Management of Endorsement or Guarantee for Others

CSBC Corporation, Taiwan “Guidelines Governing Management of Endorsement or Guarantee for Others”

• Promulgated under the Document of (92)-Chuan-Cai-Zih-Di No. 09203038 dated Jul. 25, 2003 Amended under the Document of (97)-Chuan-Cai-Zih-Di No. 0970001444 dated Apr. 1, 2008 Amended under the Document of (98)-Chuan-Cai-Zih-Di No. 0980001573 dated Jul. 6, 2009 Amended under the Document of Chuan-Cai-Zih-Di No. 0990001288 dated Jun. 7, 2010

• Amended under the Document of Chuan-Cai-Zih-Di No. 1020001053 dated Jun. 28, 2013 Amended under the Document of Chuan-Cai-Zih-Di No. 1030001080 dated Jul. 1, 2014 Amended under the Document of Chuan-Cai-Zih-Di No. 1050001286 dated Jul. 4, 2016

• Point 1 These Guidelines are provided in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission, R.O.C. (hereinafter referred to as the “FSC”).

• The endorsement or guarantee provided by the CSBC for a third party due to business practices shall follow these Guidelines and other applicable laws and regulations.

• Point 2 The Endorsement or Guarantee stated in these Guidelines refers to the following:

• 1.Financing endorsement or guarantee, including:

• (1)Discounted tickets.

• (2)Endorsement or guarantee conducted for the financing purposes of other companies.

• (3)Notes issued to non-financial businesses as the guarantee for the financing purposes of the CSBC.

• 2.Tariff endorsement or guarantee refers to the endorsement or guarantee regarding tariffs conducted by the CSBC or other companies,

• 3.Other endorsement or guarantee refers to the endorsement or guarantee not applicable to the endorsement or guarantee stated in previous two subparagraphs.

The movable property or real estate provided by the CSBC for the

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pledge or mortgage setup procedures of the loan guarantees of other companies shall be in accordance with these Guidelines.

• Point 3 The net value stated in these Guidelines refers to the owner’s equity of parent companies as stated on the latest balance sheet stipulated in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

• The subsidiaries and parent companies stated in these Guidelines shall be identified in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

• The public announcement stated in these Guidelines refers to the input onto the information reporting website designated by the FSC. The actual date of occurrence stated in these Guidelines refers to the date on which a trade contract is signed, the date of payment, the date on which a resolution is adopted by the board of directors, or any other date which may be adopted to confirm the object and amount of a transaction, whichever is earlier.

• Point 4 The CSBC may provide endorsement or guarantee for the following companies:

• 1.A company in business relationship with the CSBC;

• 2.A company in which the CSBC directly or indirectly owns over 50% of voting shares;

• 3.A company that directly or indirectly owns over 50% of voting shares of the CSBC.

The CSBC may provide endorsement or guarantee, of which the amount does not exceed 10% of the net value of the CSBC, for the company in which the CSBC directly or indirectly owns 90% or more of voting shares. However, this rule does not apply to providing endorsement or guarantee for the company in which the CSBC directly or indirectly owns 100% of voting shares. The CSBC may provide endorsement or guarantee without the restrictions stipulated in the two Paragraphs abovementioned provided the CSBC enters into a mutual guarantee agreement with the parties of the same trade or joint builder for the need of construction contracting, or the said endorsement or guarantee is provided by all of the contributing shareholders in proportion to their respective share ratios for the company being invested due to joint investment relationship. However, the CSBC shall not act as a joint guarantor for the part of guarantee borne by a party of the same trade, joint builder, or a

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shareholder.

The abovementioned contributing shall mean the CSBC’s direct investment or an investment through a company in which the CSBC owns 100% of the voting shares.

• Point 5 Amount limit on the endorsement or guarantee provided by the CSBC for a third party:

• 1.The total amount of endorsement or guarantee provided by the CSBC: Shall be limited to 50% of the CSBC’s net value.

• 2.The amount of endorsement or guarantee provided by the CSBC for one enterprise: Shall be limited to 10% of the CSBC’s net value.

• 3.The overall amount of endorsement or guarantee provided by CSBC and its subsidiaries: Shall be limited to 50% of the CSBC’s net value.

• 4.The overall amount of endorsement or guarantee provided by CSBC and its subsidiaries for one enterprise: Shall be limited to 10% of the CSBC’s net value.

• Regarding a company that conduct transactions with the CSBC, the amount of endorsement or guarantee shall not exceed the amount of transactions between the two parties. The amount of transactions refers to the amount of purchases or sales between the two parties, whichever is higher.

• Point 6 Those applying to the CSBC for endorsement or guarantee shall submit an application form, state the amount, term, and purpose of the endorsement or guarantee, and provide basic information and financial statements certified by a certified public accountant. The CSBC shall discreetly evaluate such applications in accordance with Point 7. The CSBC may provide endorsement or guarantee for others only after approval is given in accordance with Point 8. Endorsement or guarantee recipients that have obtained approval in accordance with the preceding two paragraphs shall apply to the CSBC to affix its seal when actually using the endorsement or guarantee. They shall also notify the CSBC by mail when the circumstances for the endorsement or guarantee no longer exist.

• Point 7 The following matters shall be included in the discreet evaluation of an endorsement or guarantee application:

• 1.The necessity and reasonableness of the endorsement or guarantee;

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• 2.Credit investigation and risk assessment regarding the endorsement or guarantee recipient;

• 3.The influence on the operational risks and financial conditions of the CSBC as well as on the rights and interests of its shareholders;

• 4.The necessity of a collateral and collateral valuation.

The operational rules for endorsement and guarantee will be separately provided in the Operational Standards for Endorsement or Guarantee for Others.

• Point 8 Before providing the endorsement or guarantee for others, the CSBC shall evaluate discreetly whether such a provision conforms to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, as established by the FSC, and these Guidelines, and shall submit the results of the evaluation set forth in Point 7 to the board of directors for resolution and implementation; however, the chairman may be authorized to decide on endorsement or guarantee cases totaling no more than 5% of the net value of the CSBC before such cases are reported to the next board of directors meeting for ratification.

• The endorsement or guarantee conducted by the companies of which over 90% of the voting shares are directly and indirectly held by the company in accordance with the regulation stipulated in Paragraph 2 of Point 4 shall be submitted to the company’s board of directors for resolution before the implementation.

• However, the endorsement or guarantee conducted by the companies of which over 100% of the voting shares are directly and indirectly held by the company is not limited to this regulation.

• While providing the endorsement or guarantee for others, the CSBC shall fully consider the opinions of every independent director and include specific opinions of agreement and disagreement as well as reasons for objection in the minutes of the board of directors.

• In the event that an endorsement or guarantee recipient does not conform to these Guidelines or the amount exceeds the limit due to changes in circumstances, the CSBC shall submit related improvement plans to the Audit Committee and complete the improvement according to the schedule of the plan.

• If the endorsement or guarantee recipient is a subsidiary with a net value less than half of the paid-in capital according to its latest financial statements, the CSBC shall review its financial statements

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and operational conditions on a monthly basis, and shall order the recipient to report improvement measures.

In the case of a subsidiary with non-par value stocks or stocks at a par value other than NT$10 each, its paid-in capital, calculated in accordance with the preceding paragraph, shall be the total of capital stock plus capital surplus - additional paid-in capital.

• Point 9 If the need to exceed the amount limit set in these Guidelines arises out of the business needs and such excess meets the conditions set forth in these Guidelines, the CSBC shall obtain approval from the board of directors, and at least half of the directors shall act as joint guarantors for any loss that may be caused to the CSBC by such excess. It shall also amend these Guidelines accordingly and submit the same to the shareholders' meeting for ratification. If no approval is given at the shareholders' meeting, the CSBC shall adopt a plan to discharge the excessive amount within a given period of time. When a discussion is held at a board of directors' meeting, as required in the preceding paragraph, the CSBC shall take into full consideration the opinions of each independent director. The opinions of the independent directors specifically expressing their assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.

• Point 10 The seal designated for endorsement or guarantee shall be the company seal registered with the Ministry of Economic Affairs. The seal shall be kept by a dedicated person in accordance with the Guidelines Governing Management of Official Seals and Stamps of the CSBC. Moreover, negotiable instruments shall not be affixed with the seal, signed, or issued unless the said Guidelines and these Guidelines are complied with.

• Point 11 The CSBC shall publicly announce the balance of endorsement or guarantee provided by the company and its subsidiaries of the previous month before the 10th of every month.

• The CSBC shall publicly announce the endorsement or guarantee within 2 days after the actual date of occurrence if the endorsement or guarantee meets one of following standards listed below:

• 1.The balance of endorsement or guarantee provided by the CSBC and its subsidiaries exceeds 50% of the CSBC’s net value.

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• 2.The balance of endorsement or guarantee provided by the CSBC and its subsidiaries for one enterprise exceeds 20% of the CSBC’s net value.

• 3.The balance of endorsement or guarantee provided by the CSBC and its subsidiaries for one enterprise exceeds NTD 10,000,000 and the total balance of endorsement or guarantee, long-term investment and the capital lent exceeds 30% of the CSBC’s net value.

• 4.The amount of additional endorsement or guarantee provided by the CSBC or its subsidiaries exceeds NTD 30,000,000 and 5% of the CSBC’s net value.

• The CSBC shall be responsible for submitting the information required for public announcement stated in Subparagraph 4 of the previous paragraph on behalf of its subsidiary, if such a subsidiary is not a domestic company.

• Point 12 The CSBC shall evaluate or accrue contingent losses of endorsement and guarantee, properly disclose guarantee information in financial statements, and provide related information for necessary audit procedures conducted by certified public accountants.

• Point 13 While handling the endorsement and guarantee, the CSBC shall prepare memorandum books including the date, recipient, and amount of endorsement and guarantee, the date approved by the board of directors or the date of decision by the chairman, and matters to be included in discreet evaluations, as set forth in Point 7, for future reference.

• The internal audit personnel of the company shall review the operational procedures for endorsement or guarantee and their execution at least quarterly and prepare records in writing; if major violations against regulations occur, the company shall immediately notify the Audit Committee in writing.

• Point 14 The manager and undertaking officer shall be held entirely responsible for violation against these Guidelines.

• Point 15 Subsidiaries of the company planning to offer endorsement and guarantee to others shall establish Guidelines of endorsement and guarantee based on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies set up by the FSC and these Guidelines and handle it according to the

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established operational procedures.

The subsidiaries of the company shall prepare memorandum books and submit them to the company for future reference by the 3rd day of every month.

The subsidiaries of the company shall ask the company to conduct public announcements on their behalves on the actual dates of occurrence of endorsement and guarantee.

• Point 16 These Guidelines, after being approved by the Audit Committee, shall be submitted to the board of directors for adoption and to the shareholder’s meeting for approval; if any directors have disagreements with the records or statements in writing, they shall submit their disagreements to the members of the Audit Committee and propose them in a shareholders’ meeting for discussion. The amendment of these Guidelines shall follow the same process. When a discussion is held at a board of directors' meeting, as required in the preceding paragraph, the CSBC shall take into full consideration the opinions of each independent director. The opinions of the independent directors specifically expressing their assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.

*This English version is a translation of the Guidelines Governing Management of Endorsement or Guarantee for Others in Chinese. In case of any discrepancy, the Chinese version shall prevail.

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Appendix 4:Shareholding of Directors

Shareholding of Directors

(Shareholding number of all directors, date as of November 18 2021)

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Name Shareholder no.
Number of Shareholding
Title or or
shares held ratio
Legal person name Identification
Ministry of Economic
Affairs
Chairman 1 105,070,366 11.27%
Representative:
CHENG,WEN-LON
Ministry of Economic
Affairs
Director 1 105,070,366 11.27%
Representative:
WEI,CHENG-TZU
Ministry of Economic
Affairs
Director 1 105,070,366 11.27%
Representative:
HUANG,JIH-CHIN
Ministry of Economic
Affairs
Director 1 105,070,366 11.27%
Representative:
LAN,SYU-CING
Ministry of National
Development Fund,
Director 174964 136,032,305 14.59%
Executive Yuan:
WU,WEN-KUEI
Ministry of Economic
Affairs
Director 174963 64,603,733 6.93%
Representative:
LU,WEN-TSAN
Ministry of National
Defense Industrial
Director Developmengt 188464 53,571,428 5.74%
Fundation:
MO,YOU-MING
----- End of picture text -----

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

CPC (Corporation,
Taiwan
Director 2 23,777,487 2.55%
Representative):
YIN,LING-YING
China Steel
Director Representative: 47200 7,751,346 0.83%
HWANG,CHIEN-CHIH
Yue-Li Investment
Director 47215 4,670,922 0.50%
Corporation
Kaohsiung City
Representative of
Director Industrial Labor 47213 801,259 0.08%
Union of CSBC:
HOU,DE-LONG
Kaohsiung City
Representative of
Director Industrial Labor 47213 801,259 0.08%
Union of CSBC:
HSIEH,KUO-JUNG
Independent
LIN,HUI-JENG X100** 0 0.00 ％
Director
Independent
LIEU,DER-MING R102* 0 0.00 ％
Director
Independent
CHEN,CHIH-YANG C120 0 0.00 ％
Director
Total number of shares held 396,278,846 42.49%
*----- End of picture text -----

Note:1.The Company's paid-up capital of NT $9,317,872,960 and issued shares of 931,787,296.

2.In accordance with the provisions of Article 26 of the Securities Exchange Act, all directors of the Company shall have a minimum of 29,817,193 shares.

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