Stock Code: 2208

CSBC CORPORATION,TAIWAN Handbook for the 2023 Extraordinary annual Meeting of Shareholders

MEETING TIME: OCTOBER 2, 2023

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2023 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

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Meeting Procedure ....................................................................................................... 3 Meeting Agenda ........................................................................................................... 4 Management Presentations ......................................................................................... 5 Discussion ...................................................................................................................... 7 Annex Annex 1:Report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and longterm equity investment projects ........................................................ 12 Annex 2:Private placement common stock capital increase plan .................. 19 Appendix Appendix 1 Rules of Shareholders' Meeting ................................................... 20 Appendix 2:CSBC Corporation, Taiwan Articles of Incorporation ............. 36 Appendix 3:Shareholding of Directors ............................................................ 48

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CSBC CORPORATION,TAIWAN

Procedure for the 2023 Extraordinary Annual Meeting of Shareholders

Call the Meeting to Order

Chairperson Remarks

Management Presentations

Discussion

Questions and Motions

Adjournment

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CSBC CORPORATION,TAIWAN Year 2023 Agenda of Extraordinary Annual Meeting of Shareholders

Time: 2:00 p.m. on Friday, October 2,2023

Place: The Auditorium in CSBC,TAIWAN

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

Meeting method: Physical meeting

Call the Meeting to Order.

Chairperson Remarks

Management Presentations

Report the accumulated losses of CSBC Corporation, Taiwan reach onehalf of paid-in capital.
A report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and long-term equity investment projects.

Discussion

To approve the issuance of new common shares in private placement.

Questions and Motions

Adjournment

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Management Presentations

Report No. 1

Report the accumulated losses of CSBC Corporation, Taiwan reach one-half of paid-in capital

Explanation:

1.As of the second quarter of 2023, the company has accumulated losses of NT$5,421,297,927, which is more than half of the paid-in capital of NT$9,335,145,680. According to Article 211 of the Company Act, the board of directors should report at the latest shareholders meeting.
2.This case has been approved by the 11th meeting of the 18th board of directors and submitted to the latest shareholders' meeting report.

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Report No. 2

A report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and long-term equity investment projects.

Explanation:

1.A report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and long-term equity investment projects,the attachment for details as pp.12 ~ pp.18,Annex 1.
2.This case has been approved in the report of the board of directors on August 9, 2023, and submitted to the report of the shareholders meeting.

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Discussion

Proposed by the Board 1.Proposal:

To approve the issuance of new common shares in private placement. Explanation:

1.In response to the capital needs of the Company's development, with the purpose of replenishing operating funds and repaying bank loans, and in order to strengthen the overall financial structure, the Company plans to issue new stocks by way of private placement for cash capital increase.
2.In accordance with Article 43-6, Paragraph 6 of the Securities and Exchange Act and the Guidelines for Private Placements of Securities by Public Companies, the following definitions are provided:
1.The basis and reasonableness of the private placement pricing (1)Basis for determining the issue price
- According to the “Directions for Public Companies Conducting Private Placements of Securities”, there are  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, or  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 higher of the two will be used as the reference price for the private placement of common stock, with the private placement price based on no less than 80% of the reference price.

(2)Reasonableness of the issue price

The actual price of the private placement were proposed at the interim shareholders' meeting, and the Board of

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Directors was authorized to decide on the price within the scope of the resolution of the interim shareholders' meeting in accordance with the law, along with the circumstances of the specific person to be approached, the market situation, and the Company's future prospects. The price of the aforementioned private placement was determined in accordance with the regulations of the competent authorities, taking into account the fact that there are strict limitations on the timing, target and number of common shares to be transferred in the private placement, the prohibition of listing within three years, and the low liquidity of the private placement, etc. Therefore, the price of the private placement was considered to be reasonable.

2.The method for selecting the specific persons
(1)The Private Placement is limited to the scope stipulated in Article 43-6, paragraph 1 of the Securities and Exchange Act
- A.Banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other juristic persons or institutions approved by the Competent Authority.
- B.Natural persons, juristic persons, or funds meeting the conditions prescribed by the Competent Authority.
- C.Directors, supervisors, and managerial officers of the company or its affiliated enterprises.
(2)If any placee is a strategic investor

The Company will select individuals or juristic persons who can assist the Company in improving technology, improving quality, reducing costs, increasing efficiency, and expanding markets through the placee's own experience, technology, knowledge, brand name, or channels through vertical and horizontal integration of industries or joint research and development of products or markets. It is to be proposed that the interim meeting of

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shareholders authorize the Board of Directors to review the qualifications of the strategic investors.

(3)If the placees are insiders or related parties of the company The Company will select those who have a good understanding of the Company's operations and are favorable to its future operations in order to strengthen the shareholder structure and support the Company's long-term development.

The following is a possible list of insiders or affiliates of the Placees, which does not imply that such insiders or affiliates are aware of or have agreed to subscribe to the Private Placement of Common Stock Capital Increase.

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Placee’s name Relationship
with the
Company
Ministry of Economic Affairs Director
National Development Fund, Executive Yuan Director
China Yaohua Glass Group Co., Ltd. Management Committee Director
National Defense Industrial Development Foundation Director
CPC Corporation, Taiwan Director
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(4)The Company has not yet negotiated with a placee.
3.Reasons for the necessity for conducting the private placement
(1)Reasons for not using a public offering
- Considering the timeliness, convenience, and issuance costs of fund-raising, the Company plans to increase its capital by cash through private placement.
(2)The use of the funds raised by the private placement, and the anticipated benefits.
- The total number of shares to be privately placed is limited to not more than 375,000,000 shares, and it is to be proposed to the interim meeting of shareholders to authorize the Board of Directors to raise the funds in several batches (up to three batches) within a period of one year from the date of the resolution of the interim meeting of shareholders. The funds raised from the private placement will be utilized to increase the Company's operating funds, repay bank loans to save interest expenses,

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improve the financial structure and enhance the Company's long-term competitiveness.

3.The common shares subject to this private placement have the same rights and obligations as the issued shares, except that, in accordance with Article 43-8 of the Securities and Exchange Act, they are not freely transferable for a period of three years from the date of delivery, except under certain circumstances that are consistent with the provisions of that article. After the expiration of three years from the date of delivery, the Board of Directors shall be authorized to apply to the competent authorities for the listing of the common stocks of this private placement in accordance with the relevant laws and regulations.
4.The terms of this private placement of common stock, the planned projects, the use of funds, the anticipated benefits and other matters, are subject to change or revision in the future as a result of changes in laws and regulations, instructions from the competent authorities, or in response to objective circumstances, and it is to be proposed that the interim meeting of shareholders authorize the Board of Directors to handle these matters with full authority.
5.It is proposed that the Shareholders' Meeting authorize the Chairman of the Board of Directors or a specific person to sign on behalf of the Company all deeds or documents relating to the Private Placement of Common Stock, to perform all the necessary operations in connection with the issuance of the Private Placement of Common Stock and to decide on any other unfinished matters.

Resolution:

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Questions and Motions

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Annex

Annex 1

Report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and - long term equity investment projects

Implementation status of the sound operation plan

Unit: NTD thousand

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Increase or
Item 2021 Actual amount 2021 Budget amount Differences
decrease (%)
Operating income 19,113,429 23,854,157 -4,740,728 -19.87
Operating cost 18,558,210 23,075,986 -4,517,776 -19.58
Gross profit (loss) 555,210 778,171 -222,961 -28.65
Operating expenses 558,133 622,757 -64,624 -10.38
Operating revenue (loss) -2,914 155,414 -158,328 -101.87
Non-operating revenue (loss) 13,229 -100,689 113,918 113.14
Net income (loss) before tax for
10,315 54,725 -44,410 -81.15
the current period
Income tax expense (benefit) 762 13,345 -12,583 -94.29
Net income (loss) for the
9,553 41,380 -31,827 -76.91
current period
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Description of the main differences

Despite the bizarre international economic situation, the rapid rise of the residential economy in the post-epidemic era has led to a continuous rise in sea freight prices, and even created a rare boom in the sea freight industry. At the same time, the global congestion of ports and terminals has caused a shortage of containers and ships, and major carriers have taken advantage of the high freight rates to engage in shipbuilding, which has simultaneously pushed up the number of new ship construction and ship prices recently.

After more than 10 years of capacity and structural adjustments in the shipbuilding industry, the shipbuilding market has begun to experience changes in supply and demand since the second half of 2021, and major shipbuilders around the world have regained a certain degree of bargaining initiative. However, global inflation and soaring costs of raw materials and labor have seriously impacted shipbuilding profitability, making it difficult for most shipbuilders to make a profit, and with a large number of orders from 2021 yet to be delivered, it is expected that the newbuilding market may be moderately revised in the future, and the outlook is still uncertain, so it is still necessary to be prudent in dealing with the situation.

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The Company's overall commercial vessel new-building business remained insufficient due to the general environment. Therefore, in addition to actively catching up with the production schedule and contracting niche businesses, the Company has also vigorously promoted the cost control mechanism and operation improvement projects, which have greatly benefited the Company's overall revenue and profitability. In 2021, the Company's consolidated revenue was NT$19.113 billion, gross income was NT$555 million, and net income was NT$0.01 billion, a decrease in loss of NT$1.61 billion compared to 2020, and the Company achieved its goal of turning from a loss to a profit for the year.

2018 to 2021 Significant Capital Expenditures and Performance Achieved by Long-

term Investment Accounted for Using Equity Method

Unit: NTD thousand

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Estimated Total
Significant capital expenditure
Type investment completion Remarks
item
amount amount
Completed on May
LLC-16 Crane replacement 215,000 151,923
2019
Shipbuilding
350-ton GOC crane - Re-procurement in
(Vessel) 2,500,000
replacement progress
Production
Keelung Plant Important
Equipment - Extended to March
Equipment Manufacturing 163,720
2022 for completion
Facility
Enhancement of Ground Load
Capacity at Terminal 2 RS31 138,000 120,271 [Completed on January ]
2019
Area
Construction of 140-meter Completed on
500,000 630,679
large barge February 2020
Marine
Multi-purpose Steel Structure
Engineering - Extended to June
Production Line in Kaohsiung 679,000
Related 2022 for completion
Plant
Equipment
Completed on
TP Production Line 328,000 247,151
February 2021
Estimated to be
Acquisition of a large anchor
279,000 completed by
handling tugboat
December 2022
Self-owned Estimated to be
assets 2,800 TEU Container Vessel 6,048,000 - completed by
Self-build Project
December 2023
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Note: Statistics up to the end of December 2021

The Company's significant capital expenditure projects from 2018 to 2021 are

shown in the table above. Performance achieved by long-term investment accounted for using equity method is described below.

(1) CSBC Coating Solutions Co., LTD.

CSBC Coating Solutions' total business contract amounted to $289 million

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in 2021, including Formosa Plastic Sixth Naphtha Cracker Project, Ørsted Greater Changhua Project Sand Blasting & Anti-Corrosion Works, and our Group's plant coating and spray painting works. CCSC has shifted its business focus from Formosa Plastic Group's related business to the Company's Group's plant coating projects, accounting for 62% of the overall business.

(2) Taiwan International Windpower Training Corporation Ltd.
GWO Basic Technical Training (BTT): In 2021, 12 classes have been organized with a total of 70 trainees.
GWO Basic Safety Training (BST): In 2021, 65 courses have been organized with a total of 654 trainees.
Ørsted Safety Awareness Course: In 2021, 20 classes have been organized with a total of 310 trainees.
In 2022, Windpower Training Corporation took Japan as the main target for overseas market expansion, with Akita Prefecture as the potential development area, and actively participated in the Japan Wind Energy Expo to expand contacts with the Japanese industry and look for potential collaboration and business opportunities.
(3) CSBC-DEME Wind Engineering Co., Ltd.

The signed marine engineering contracts are explained below:

Zhongneng wind farm: Contract for the installation of jacket foundations and wind turbines.
Changfang wind farm: Contract for the installation of wind turbines.
Hailong wind farm: Contracts for jacket foundations, offshore substations and wind turbine transportation and installation.

(4) Blue Ace Corporation

Blue Ace Corporation is mainly engaged in the engineering and technical manpower procurement for the Kaohsiung and Keelung plants and CSBC's anticorrosion projects, etc. In 2021, the total amount of contract amounted to NT$189,418 thousand, and the amount of outsourcing contract amounted to NT$950 thousand.

(5) Taiwan Offshore Wind Farm Services Corp.

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As the Fuhai Wind Farm had not yet been constructed, the operation and maintenance could not be carried out as scheduled.

(6) Blue Ocean Wind Power Engineering (H.K.) Ltd.

Due to the suspension of development of the Fuhai Wind Farm, no business was conducted.

(7) Fuhai Wind Farm Corporation
On December 9, 2021, the Taipei High Administrative Court ruled against Fuhai Corporation in the administrative proceeding under the Electricity Act between Fuhai Corporation and the Ministry of Economic Affairs.
On January 20, 2022, the Taipei High Administrative Court ruled against Fuhai Corporation in a case between Fuhai Corporation and the Bureau of Energy, MOEA concerning the reimbursement of unjustified profits under public law.
(8) CSBC Power Technology Co., Ltd.

Established in March 2021, the company is at a start-up stage and is in the process of expanding its business.

Significant Capital Expenditures and Performance Achieved by Long-term

Investment Accounted for Using Equity Method by 2023

Unit: NTD thousand

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Estimated Total
Significant capital expenditure
Type investment completion Remarks
item
amount amount
350-ton GOC crane
Shipbuilding 2,500,000 - [Estimated completion ]
replacement by August 2025
(Vessel)
Keelung Plant Important
Production
Equipment Manufacturing 163,720 - [Extended to December ]
Equipment 2023
Facility
Enhancement of Ground Load
Capacity at Terminal 2 RS31 138,000 120,271 [Completed on January ]
2019
Area
Construction of 140-meter Completed on
500,000 630,679
Marine large barge February 2022
Engineering Multi-purpose Steel Structure
Completed on July
Related Production Line in Kaohsiung 679,000 678,996
2022
Equipment Plant
Completed on
TP Production Line 328,000 247,151
February 2021
Acquisition of a large anchor Extended to April
336,740
handling tugboat 2024
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Infrastructure facilities	Construction of energy storage system	181,450	-	Estimated completion byDecember 2023

Note: The original 2,800 TEU container vessel self-construction project was sold to Wan Hai Lines, Ltd. in October 2022.

The Company's significant capital expenditure items for the year ended June 2023 are shown in the table above. Items completed are five investment projects, including "LLC-16 Crane Replacement" (Unpiping), "Enhancement of Ground Load Capacity at Terminal 2 RS31 Area", "Construction of 140-meter large barge", "TP Production Line", "Multi-purpose Steel Structure Production Line in Kaohsiung Plant", and the rest of the projects are still in progress. The performance achieved by long-term investment accounted for using equity method is as follows.

(1) CSBC Coating Solutions Co., Ltd.

In 2023, CCSC's business will focus on four major areas: petrochemicals, turnkey projects, offshore projects, and construction projects. Currently, CCSC's business includes the successful bidding of two turnkey projects, including the tanker loading and unloading plant at CPC Corporation's Dalin Petrochemical Storage and Transportation Center, and 26 petrochemical storage tanks, in cooperation with CSBC; new construction and improvement of CSBC's plants are the main focus of the turnkey projects; for offshore projects, CSBC has already started negotiations on the anticorrosive coating business for offshore wind turbines; as for construction, the joint & distribution project of "MarineCastle", which is a housing unit for its employees, has helped CSBC expand its business into the construction field.

(2) CSBC Power Technology Co., Ltd.

CSBC Power Technology's liabilities exceeded its assets in May 2023, and it expects to launch a capital increase to relieve operating pressures.

In terms of business development, Kaohsiung City Shipping Co., Ltd. is currently the major customer, including the new construction of three electricdriven ferries, as well as the integration of Chi Fu No.1 system and electronic exchange project. As for the overseas business, the Japanese customer has completed the design and integration of the power system and the launch of the ship. In addition, the joint project with the Ship and Ocean Industries R&D Center for the Sun Moon Lake electric boat system has been completed, and we

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will continue to expand our business in the commercial field.

(3) Blue Ace Corporation

The company is mainly engaged in the recruitment of engineering and technical personnel for Kaohsiung and Keelung plants for CSBC shipbuilding projects, as well as the procurement of labor for various projects.

(4) Blue Ocean Wind Power Engineering (H.K.) Ltd.

CSBC's operations are currently interrupted by the suspension of the Fuhai Demonstration Wind Farm, and CSBC will proceed with the closure of Blue Ocean Wind Power once the legal dispute over the Fuhai Wind Farm has been resolved.

(5) CSBC Construction Corporation

The groundbreaking and construction of “Marine-Castle”, an employee housing unit, began on November 4, 2022 and is currently under construction.

(6) Taiwan Offshore Wind Farm Services Corp. (TOWSC in short)

TOWSC conducted a capital reduction during 2022, and a capital increase in February 2023, followed by a second capital increase in June of the same year, which reduced the Company's shareholding to 1.47%.

The Company has ceased recognizing its share of losses from its affiliates since the fourth quarter of 2018. Due to the suspension of the Fuhai Demonstration Wind Farm construction, TOWSC's operation and maintenance business for the Fuhai Wind Farm is also currently suspended.

(7) Fuhai Wind Farm Corporation

Fuhai Wind Farm Corporation processed a capital increase during 2021, which reduced the Company's shareholding to 31.44%, less than 1/3, and has ceased recognizing its share of losses from affiliates since the third quarter of 2017.

(8) Taiwan International Windpower Training Corporation Ltd.

Windpower Training Corporation has achieved outstanding results in its operations. In 2021, the number of GWO (Global Wind Organization) certificates issued by Windpower Training Corporation ranked No. 1 in Asia, and has become one of the top 5 training centers in the Asia-Pacific region, as well as being

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shortlisted for the "Asia-Pacific Training Team of the Year" and "Global Youth Achievement of the Year" awards for two times, indicating that its training quality has been widely recognized.

(9) CSBC-DEME Wind Engineering Co., Ltd.

The progress of the ongoing business and the business under negotiation are as follows:

Zhongneng wind farm: Contracts for underwater foundations and wind turbine installation have been signed and are in the process of fulfillment.
Changfang & Xidao wind farm: The contract for turbine installation has been signed and is in the process of fulfillment.
Hailong wind farm: Contracts have been signed for the underwater foundation, offshore substation and the transportation and installation of wind turbines.
In response to the development of the third area, the developers who have announced their grid-connected capacity are now actively negotiating underwater foundation transportation and installation contracts, as well as other wind farm businesses.

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Annex 2

2023 Private Placement Common Stock Capital Increase Plan

1.The total amount of funds required for this plan: NT$6,000,000,000.
2.Sources of funding for this project:

Private placement of 375,000,000 common stock with par value of NT$10 per share at a proposed issue price of NT$16 per share, with estimated fund raising of NT$6,000,000,000.

3.The plan, the utilization schedule of the projected funds, and the anticipated benefits:

Unit: NTD Thousand

Plan	Estimated completion date Total funding required	Utilization schedule of theprojected funds
		1stquarter of 2024
Repayment of bank loans	1st quarter of 2024 4,000,000	4,000,000
Enrichment of operatingfunds	1st quarter of 2024 2,000,000	2,000,000
Total	6,000,000	6,000,000
Anticipated benefits	The Company's upcoming fundraising is estimated to be NT$6,000,000 thousand, with the purpose of repaying bank loans and enriching operating funds, so as to reduce reliance on financial institutions, increase long-term capital stability, in order to improve the financial structure. After the repayment of bank loans, based on the current average interest rate of 2% for loans to be repaid by the Company, it is estimated that the Company will be able to save NT$80,000 thousand in interest expense in each of the following years. After the enrichment of operating funds, based on the average interest rate of 2% for loans to be repaid by the Company's existing banking credit line, it is estimated that the Company will be able to save NT$40,000 thousand in interest expense on refinancing in each of the following years, which may help to reduce the financial burden, improve the solvency as well as improve the financial structure of the Company, which will be favorable to the Company's overall operation and development.

4.Handling of Insufficient funds raised:

In the event that the actual issue price per share of the common stock in this private placement is adjusted due to market fluctuations, resulting in insufficient funds raised, the amount of enriching operating funds or repaying bank loans will be reduced.

5.Use of funds in the event of an increase in fund raising:

In the event that there is an increase in funds raised as compared to the projected amount, the difference will be used in full to enrich the operating funds or to repay bank loans.

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Appendix

Appendix 1 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 Passed in the general shareholders’ meeting of 2022 on June 22, 2022 Passed in the general shareholders’ meeting of 2023 on June 28, 2023

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.

Unless otherwise stipulated in Regulations Governing the Administration of Shareholder Services of Public Companies, the company's convening of a shareholders’ meeting via videoconference shall be specified in the articles of association and resolved by the board of directors.In addition, the proposal to convene a video-conference shareholders meeting shall be attended by more than two-thirds of the directors of the board of directors and approved by more than half of the directors present.

Changes in the way of convening shareholders’ meetings of the Company should be resolved by the board of directors, and the notice should be sent by correspondence at least before the shareholders’ meeting.

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

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dismissal of directors into an electronic file for upload on the MOPS.Yet, if the Company’s capital income reaches NT$10 billion on the date when the fiscal year ends, or when the over 30% of the Company’s stocks are possessed by foreign investors and investors from Mainland China who have been recorded in the name list of the most recent shareholders’ meeting, the relevant electronic files should be transmitted at least 30 days before the shareholders’ meeting is convened. 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 Company shall provide the aforementioned handbook of shareholders’ meetings and attachments to the handbook to the shareholders on the meeting day in the following ways:

1.To distribute the materials at the venue during a physical meeting.
2.To distribute the materials at the venue during physical meeting with an alternative of attending by video conferencing and upload the file to the designated online platform.
3.To upload the electronic file to the designated video conferencing platform during a shareholders’ meeting solely convened through video conferencing.

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.

Where re-election of all directors as well as their inauguration date is stated

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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 1721, 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.

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'

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meeting, otherwise the voting right exercised by the appointed proxy who attends the meeting shall prevail.

Upon the delivery of the power of attorney to the Company, the shareholder who wishes to attend the shareholders' meeting via video conferencing 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.
When the Company convenes a shareholders’ meeting via video conferencing, limitations of venue in the preceding paragraph do not apply.
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 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

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appointed to attend the shareholders' meeting, only one representative shall be sent.

The check-in procedure should begin on the platform of video conferencing for the shareholders’ meeting 30 minutes before the shareholders’ meeting starts. Shareholders who completed the check-in procedure are deemed as being present at the meeting in person.

Shareholders who intend to attend a online streaming shareholders’ meeting via video conferencing should register to the Company 2 days before the meeting.

For shareholders’ meeting convened via video conferencing, the Company shall upload handbook of the meeting, the annual report, and other relevant information to the video conferencing platform, and the information should remain accessible until the meeting ends.

6-1. The Company should specify the following matters in the notice for a shareholders’ meeting convened via video conferencing:
The methods for shareholders to attend the online-streaming meeting and how they can exercise their rights.
Methods of handling situations in which video conferencing platform or the channel of connecting to the online streaming meeting malfunctions due to natural disasters, accidents, or other unavoidable causes, which should include at least the following matter:
- (1) The time at which the aforementioned situations cause interruption so that the meeting shall be postponed or continued, and the date on which the meeting should be postponed to or continued.
- (2) Shareholders who did not check-in for the original shareholders’ meeting are not allowed to attend the postponed or continued meeting.
- (3) During a shareholders’ meeting where online streaming is an alternative for physical meeting, if the online streaming cannot continue but the shares possessed by all shareholders who attend the meeting with those participate via video conferencing deducted can reach the legal threshold for the meeting, the shareholders’ meeting shall continue. The shares possessed by shareholders who attend via video conferencing shall be included in the total amount of shares possessed by attending shareholders, but those attending the meeting online shall be deemed abstaining their rights to vote for all agendas

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in the meeting.

  - (4) Measures to take when resolutions of all agendas have been announced but the exemption motion has not been conducted.

When a shareholder’s meeting is convened solely via video conferencing, the Company should provide alternatives for shareholders who have problems attending the meeting via video conferencing.Except for the circumstances stipulated in Item 6, Article 44-9, of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant notices shall be specified.
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.

The Company shall audio-record and video-record the whole process of the meeting, including the check-in procedure of the shareholders, the convention of the meeting, the voting and calculating of votes.

The video and audio recording in the preceding paragraph shall be retained for at least one year. For any lawsuit filed by a shareholder in accordance with Article 189 of the Company Act, such documents shall be kept until the

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end of the proceedings.

During a shareholders’ meeting convened via video conferencing, the Company shall audio-record and video-record the whole process, including the enrollment, registration, check-in, inquiries, voting of the shareholders, and the calculation of votes, and such recording shall be retained.

The information and audio- and video- recordings in the preceding paragraph in the preceding paragraph shall be carefully possessed by the Company. The audio and video recordings shall also be provided to the party entrusted for organizing the video conferencing meeting.

During a shareholders’ meeting convened via video conferencing, the Company shall audio record and video record the operation interface of the online streaming platform.

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, and the number of shares recorded at the check-in counter of the video conferencing platform,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,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; for a shareholder’s meeting convened via video conferencing, the Company shall announce the meeting aborted on the video conferencing platform.

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 a shareholders’

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meeting convened via video conferencing, a shareholder who intend to attend via video conferencing shall register to the Company again according to Article 6.

Before the current meeting ends, if the present shareholders represent half or more of the total number of issued shares, the chairperson submit the tentative resolutions to the shareholders’ meetings for voting again on the basis of regulations in Article 174 of the Company Law.

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 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

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item of the discussion, the chair shall call for a vote, and schedule sufficient time for voting.

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.

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

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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.

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 or via video conferencing, 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 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

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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.

When the Company convenes a live stream shareholders’ meeting, shareholders who attend the meeting via video conferencing shall participating in voting of each agenda and election after the chairperson announces the beginning of the meeting and vote before the chairperson announces the voting ends; those who fail to vote within the designated time are deemed as abstaining their rights of votes. During a shareholders’ meeting convened via video conferencing, the votes shall be calculated once after the chairperson announces the end of voting, and the resolutions and election results should be announced.

When a Company convenes a physical shareholders’ meeting with livestream meeting as an alternative, shareholders who have registered to attend the meeting via video conferencing following Article 6 and intend to attend the physical meeting should withdraw his / her registration in the same way of making the registration 2 days before the meeting; those who miss the due date shall only be allowed to attend the shareholders’ meeting via video conferencing.

Shareholders who have exercised their rights of votes by writing or electronically without withdrawing their opinions and attend the meeting via video conferencing are not allowed to vote for the agendas, propose

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amendments to the agenda, or vote for the amendment on the agenda; they could only participate in exemption of motions.

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.

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.

For a shareholders’ meeting convened via video conferencing, in addition to matters in the preceding paragraph, the proceedings should also include the exact time when the meeting was started and adjourned, the way in which the

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meeting is convened, the names of the chairperson and the person who takes minutes, and the measures taken when the video conferencing platform or the channel for attending the meeting via video conferencing malfunctions due to natural disasters, accidents, or other unavoidable situations, and the condition of handling such problems.

When convening a shareholders meeting via video conferencing, in addition to following the regulations mentioned in the preceding paragraph, the Company shall also specify in the proceedings the alternatives for shareholder who have problem attending the meeting via video conferencing.

The number of shares solicited by the solicitors and the number of shares represented by the proxies , and number of shares represented by shareholders who attend the meeting by writing or electronically, 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. For a shareholders’ meeting convened via video conferencing, the Company shall upload the aforementioned information to the video conferencing platform at least 30 minutes before the meeting begins, and the meeting shall remain disclosed until the meeting is adjourned.

When the Company convenes a shareholders’ meeting via video conferencing, as the meeting is announced to begin, the total number of shares represented by shareholders who attend the meeting should be disclosed on the video conferencing platform. When total shares represented by shareholders or weight of votes is calculated during the meeting, such information should be disclosed on the platform, too.

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 leave the venue.
During the course of a meeting, the chairperson may announce a break based

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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.

When a shareholders’ meeting is convened via video conferencing, the Company shall disclose the resolutions and election results in real time after the voting is completed on the video conferencing platform. The information should remain publicized for at least 15 minutes after the chairperson announce the meeting is adjourned.
When the Company convenes a shareholders’ meeting via video conferencing, the chairperson and the person who keeps the minutes should be at the same meeting venue in this country; the chairperson should announce the address of the venue when announcing the beginning of the meeting.
When a shareholders’ meeting is convened via video conferencing, the Company may help shareholders to conduct simple connection test and offer relevant services in real time before and during the meeting sot that shareholders get assistance about technical issues regarding digital communication.

When the shareholders’ meeting is convened via video conferencing, the chairperson should, at the time of announcing the beginning of the meeting, announce that except for the matters that may not cause the meeting to be postponed or continued later as specified in Article 44- 20 (2) of Regulations Governing the Administration of Shareholder Service of Public Companies, when any natural disasters, accidents, or other unavoidable conditions cause the video conferencing platform or the channel for connecting to the platform to malfunction for over 30 minutes, the meeting should be postponed or continued within five days after the meeting. Regulations in Article 182 of Company Laws shall not apply to the situation.

Shareholders who did not register to attend the original shareholders’ meeting

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are not allowed to attend the aforementioned postponed or continued meeting.

For the postponed or continued meeting convened according to paragraph 2, shareholders who have registered and checked in for the original shareholders’ meeting convened via video conferencing but fail to attend the postponed or continued meeting shall see their number of shares and the voting right they have exercised in the original meeting calculated in the total number of shares, total votes, and election vote rights represented by shareholders present at the postponed or continued shareholders’ meeting.

During the postponed or continued shareholders’ meeting convened according to provisions in paragraph 2, the agendas that have been through the voting, calculation of votes, and have the resolutions announced, or the names of elected directors or supervisors that have been announced, may not be discussed or resolved again.

When the Company convenes a physical shareholders’ meeting with video conferencing as an alternative, and live stream of the meeting cannot continue as in the situations specified in paragraph 2, if the total number of shares represented by shareholder present at the meeting with the shares represented by shareholders who attend via video conferencing deducted, the total number of shares can still reach the legal threshold for the shareholders’ meeting to be effective, the shareholders’ meeting shall continue; there is no need to postpone or continue the meeting later according the provisions in paragraph 2.

When the meeting shall be continued as described in the preceding paragraph, the shares represented by the shareholders who attend the meeting via video conferencing shall be included in total number of shares represented in the meeting; yet, they are deemed to abstain the right to vote on all agendas of the meeting.

The Company shall convene the postponed meeting described in paragraph 2 according to provisions in Article 44-20 (7) of Regulations Governing the Administration of Shareholder Services of Public Companies and conduct preparation work based on the date of the original meeting and relevant provisions.

To follow the second paragraph of Article 12 and paragraph 3 of Article 13 in Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Article 44-5, paragraph 2, and the specified time period in Article 44-15, and Article 44-17 (1) in Regulations Governing

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the Administration of Shareholder Services of Public Companies, the Company shall convene the postponed or continued meeting on the date designated according to provisions in paragraph 2.

When convening a shareholders’ meeting via video conferencing, the Company should provide proper alternatives to shareholders who have problem attending the shareholders’ meeting via video conferencing.Except for the circumstances stipulated in Item 6, Article 44-9, of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant notices shall be specified.
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 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

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(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 company's totalcapital is rated at NT$200million, which is dividedinto 2 billion shares, eachshare is NT$10, dividedinto issue.
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

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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 each fiscal year.
(2) The extraordinary shareholders' meeting is convened in

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accordance with the law when necessary.

Article 15 The convening procedures of the shareholders' meeting shall be held by video conference or other methods announced by the central competent authority, and 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 sealed by the chairman and distributed to the shareholders within 20 days after the meeting. The meeting minutes together with the

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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 of the value of their participation in the Company's operation,

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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:

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 nonrelated parties. Public welfare donations due to major natural disasters may be recognized in the next board meeting.
Issues which shall be decided in the shareholders' meeting or proposed in the board meeting, or major issues specified

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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 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

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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.
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

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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-

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 statutory surplus reserve has reached the total amount of paidin 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.

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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.
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.
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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.
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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.
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.
Passed in the 2016 general shareholders’
48 June 23, 2016
meeting.
Passed in the 2019 general shareholders’
49 June 26, 2019
meeting.
Passed in the 2020 general shareholders’
50 June 17, 2020
meeting.
Passed in the 2022 general shareholders’
51 June 22, 2022
meeting.
Passed in the 2023 general shareholders’
52 June 28, 2023
meeting.
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Appendix 3 Shareholding of Directors

(Shareholding number of all directors, date as of September 4 2023)

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Name Sharehold
Number of Shareholdin
Title or er no. or
shares held g ratio
Legal person name Identificat
Ministry of Economic Affairs
Chairman Representative: 1 105,070,366 11.25%
CHENG, WEN-LON
Ministry of Economic Affairs
Director Representative: 1 105,070,366 11.25%
WEI, CHENG-TZU
Ministry of Economic Affairs
Director Representative: 1 105,070,366 11.25%
JHANG,YI-DE
Ministry of Economic Affairs
Director 1 105,070,366 11.25%
Representative:LI, GUO-JI
Ministry of Yao-Hwa Co., Ltd
Director Management Commission 174963 64,603,733 6.92%
Representative:LU,WEN-
Ministry of National
Development Fund, Executive
Director 174964 136,032,305 14.57%
Yuan Representative:
WU,WEN-KUEI
Ministry of National
Development Fund, Executive
Director 174964 136,032,305 14.57%
Yuan Representative:
LIN, CHIH-LUNG
Ministry of National
Development Fund, Executive
Director 174964 136,032,305 14.57%
Yuan Representative:
MAO, ZHEN-TAI
Ministry of National
Development Fund, Executive
Director 174964 136,032,305 14.57%
Yuan Representative:
WANG, CHAU-CHANG
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Ministry of National Defense
Director Industrial Developmengt 188464 53,571,428 5.73%
-
Fundation:FANG,MAO
Ministry of CPC Corporation,
Director 2 23,777,487 2.54%
Taiwan:YIN LING- YING
Kaohsiung City
Representative of Industrial
Director 47213 801,259 0.08%
Labor Union of CSBC:
HSU HAN. HSUN
Independent X100
LIN, HUI-JENG 0 0.00 ％
Director
Independent R102
LIEU, DER-MING 0 0.00 ％
Director
Independent C120
CHEN, CHIH-YANG 0 0.00 ％
Director
Total number of shares held 383,856,578 41.12%
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Note:1.The Company's paid-up capital of NT $9,335,145,680 and issued shares of 933,514,568.

2.In accordance with the provisions of Article 26 of the Securities Exchange Act, all directors of the Company shall have a minimum of 29,872,467 shares

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AI assistant

CSBC — AGM Information 2023

51982_rns_2023-10-17_1b53e7de-66e8-4734-9d80-b54b20cff1d8.pdf

CSBC CORPORATION,TAIWAN Handbook for the 2023 Extraordinary annual Meeting of Shareholders

MEETING TIME: OCTOBER 2, 2023

Table of Contents

CSBC CORPORATION,TAIWAN

CSBC CORPORATION,TAIWAN Year 2023 Agenda of Extraordinary Annual Meeting of Shareholders

Chairperson Remarks

Management Presentations

Discussion

Questions and Motions

Adjournment

Management Presentations

Report No. 1

Explanation:

Report No. 2

Explanation:

Discussion

Proposed by the Board 1.Proposal:

(2)Reasonableness of the issue price

Resolution:

Questions and Motions

Annex

Annex 1

Report on the implementation of CSBC's sound business plan in 2021 and the achievement of major capital expenditures and - long term equity investment projects

(3) Blue Ace Corporation

(5) CSBC Construction Corporation

(7) Fuhai Wind Farm Corporation

(8) Taiwan International Windpower Training Corporation Ltd.

Annex 2

2023 Private Placement Common Stock Capital Increase Plan

3.The plan, the utilization schedule of the projected funds, and the anticipated benefits:

4.Handling of Insufficient funds raised:

5.Use of funds in the event of an increase in fund raising:

Appendix

Appendix 1

Rules of Procedure for Shareholders' Meeting CSBC Corporation, Taiwan

Appendix 2

CSBC Corporation, Taiwan Articles of Incorporation

Chapter V Human Resources

Chapter VI Financial Statements

Chapter VII Supplementary Provisions

Appendix 3

Shareholding of Directors

(Shareholding number of all directors, date as of September 4 2023)

More from CSBC

CSBC AGM Information 2023