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CSC AGM Information 2022

Jul 1, 2022

51937_rns_2022-07-01_23d2789f-a712-4070-a1f3-c3983f35c72e.pdf

AGM Information

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Stock Code: 2002

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China Steel Corporation

2022 Annual General Meeting Meeting Handbook

Form of meeting: Physical AGM June 17, 2022

CSC, No. 1, Chung-Kang Rd., Hsiao Kang Dist., Kaohsiung City, Taiwan

- - 0

Table of Contents

Page I. Meeting Procedures .............................................................. 2 II. Meeting Agenda ................................................................... 3 1. Report Items ..................................................................... 6 2. Proposals for Ratification ............................................... 10 3. Proposals for Discussion ................................................ 42 4. Directors Election .......................................................... 55 5. Other Proposals .............................................................. 58 6. Extraordinary Motions ................................................... 67 III. Rules and Regulations 1. Rules Governing Procedures for Shareholders' Meeting .. 68 2. Rules Governing the Election of Directors ...................... 75 3. Articles of Incorporation ................................................ 78 IV. List of Shareholding by Current Directors ........................... 86 - - 1

China Steel Corporation 2022 Annual General Meeting Meeting Procedures

  1. Call the Meeting to Order

  2. Chairman Takes the Chair

  3. All Arise in Silence

  4. Sing the National Anthem

  5. Three Bows to the National Flag and the Portrait of Dr. Sun Yat-Sen

  6. Chairman's Remarks

  7. Report Items

  8. Proposals for Ratification

  9. Proposals for Discussion

  10. Directors Election

  11. Other Proposals

  12. Extraordinary Motions

13. Meeting Adjourned

- - 2

China Steel Corporation 2022 Annual General Meeting Meeting Agenda

Form of meeting: Physical AGM

Time: 9:00 a.m., June 17, 2022 (Friday)

Venue: CSC, No. 1, Chung-Kang Rd., Hsiao Kang Dist., Kaohsiung City,

Taiwan

Attendants: shareholders and proxies entrusted by shareholders

Chairman: Chairman of the Board, Mr. Chao-Tung Wong

  1. Chairman's Remarks

  2. Report Items

  3. (1) Report on the Operations of 2021.

  4. (2) Report on Audit Committee's audit report of 2021.

  5. (3) Report on the distribution of remuneration for employees and directors of 2021.

  6. (4) Report on the implementation of the short-form merger with CSC Precision Metal Industrial Corporation

  7. Proposals for Ratification

  8. (1) Adoption of the 2021 Business Report and Financial Statements.

  9. (2) Adoption of the proposal for distribution of 2021 profits.

  10. Proposals for Discussion

  11. (1) Amendments to the Procedures for Acquisition or Disposal of

Assets

- - 3

5. Directors Election

  • (1) Election of 11 Directors (including 3 Independent Directors) of the 18th Board of Directors

  • Other Proposals

  • (1) Proposal to release the prohibition on Mr. Chao-Tung Wong from holding the position of Director of China Ecotek Corporation, Chung Hung Steel Corporation and Taiwan High Speed Rail Corporation.

  • (2) Proposal to release the prohibition on Mr. Wen-Sheng Tseng from holding the position of Director of Taiwan Power Company.

  • (3) Proposal to release the prohibition on Mr. Ming-Jong Liou from holding the position of Director of Aerospace Industrial Development Corporation.

  • (4) Proposal to release the prohibition on Mr. Shyi-Chin Wang from holding the position of Director of China Ecotek Corporation.

  • (5) Proposal to release the prohibition on Mr. Chien-Chih Hwang from holding the position of Director of China Steel Structure Co., Ltd., CSBC Corporation, Taiwan, Formosa Ha Tinh (Cayman) Limited and Formosa Ha Tinh Steel Corporation.

  • (6) Proposal to release the prohibition on Mr. Yueh-Kun Yang from holding the position of Director of C.S.Aluminium Corporation.

  • (7) Proposal to release the prohibition on Mr. Shyue-Bin Chang from

- - 4

holding the position of Independent Director of Advanced International Multitech Co., Ltd. and Hiwin Mikrosystem Corp.

  1. Extraordinary Motions

  2. Meeting Adjourned

- - 5

Report Items

1. Report on the Operations of 2021 by President Mr. Shyi-Chin Wang.

2. Report on Audit Committee's audit report of 2021.

(Please refer to Page 17 in this handbook)

- - 6

3. Report on the distribution of remuneration for employees and directors of 2021

Proposed by the Board of Directors

Explanatory Note:

  • (1) The distribution is pursuant to Article 6 of the Company's Articles of Incorporation and Letter No. Economics-Commerce-10402436190 dated January 4, 2016 issued by the Ministry of Economic Affairs, R. O. C.

  • (2) The explanation in the comparison table concerning the amendment to Article 6 of the Articles of Incorporation adopted by the Shareholders' Meeting on June 23, 2016 states the following: The Company refers to the actual amount of the remunerations based on the previous post-tax calculation basis and adjusts the percentage to pre-tax basis accordingly.

  • (3) According to Letter No. Economic-Commerce-10402436190 dated January 4, 2016 issued by the Ministry of Economic Affairs, R. O. C., the term "profit" is defined as the earnings before taxes and remunerations for employees and directors

  • (4) The amount of remuneration for employees of 2021 calculated based on 8% of profit after taxes was NT$4,525,463,982, which was equivalent to 5.981% of the amount of earnings before taxes and remunerations for employees and directors, thereby complying with Article 6 of the Articles of Incorporation; whereas the amount of remuneration for directors of 2021 calculated based on 0.15% of profit

- - 7

after taxes was NT$84,852,450, which was equivalent to 0.112% of the amount of earnings before taxes and remunerations for employees and directors. These amounts are to be fully distributed in cash.

- - 8

4. Report on the implementation of the short-form merger with CSC Precision Metal Industrial Corporation

Proposed by the Board of Directors

Explanatory Note:

  • (1) In order to simplify the investment structure, the Company and its 100%-owned subsidiary, CSC Precision Metal Industrial Corporation, approved a short-form merger by the Boards of Directors of both parties on August 6, 2021 pursuant to related regulations of Business Mergers and Acquisitions Act. The reference date of the merger was October 1, 2021. After the merger, the Company is the surviving company and CSC Precision Metal Industrial Corporation is the dissolved company. There is no significant impact on the Company's balance sheet and Shareholders' equity.

  • (2) The required legal procedure for the change registration of the Company and the dissolution registration of CSC Precision Metal Industrial Corporation have been completed and approved by the Department of Commerce, Ministry of Economic Affairs in Letter Economic-Authorize-Commerce-11001193890 and -11001198730 on November 1, 2021.

- - 9

Proposals for Ratification

1. Proposal:

Adoption of the 2021 Business Report and Financial Statements

Proposed by the Board of Directors

Explanatory Note:

Please refer to Attachment 1 and 2 for the 2021 Business Report and the financial statements for the year ended December 31st, 2021.

Resolution:

- - 10

Attachment 1

China Steel Corporation 2021 Business Report

I. Operating Directives

  • Becoming a high value-added steel mill for creating more competitive advantages

  • Developing green energy business and reducing emission for exploring more business opportunities

  • Introducing smart technology and innovation for upgrading products and steel-using industry

  • Promoting the production and sales quality for increasing profitability

II. Implementation of Operating Targets

Operating
Targets
Cost reduction CSC continued to implement the "Cost Reduction and Higher
Profitability Program" in 2021 and integrated internal and
external R&D resources with open innovation to accelerate the
development of highly competitive products, low-cost
processes, and value-added application technologies in order to
improve product cost performance and create differentiated
competitive advantages. The 2021 target achievement rate was
116.5%.
Steel products
shipments
The 2021 target achievement rate in steel shipments was 101%.
In the future, the Company will continuously strive to increase
shipments with marketing strategies such as reflecting steel
market trend and developing new customers and markets.
Proportion of high-
end steel shipments
Based on the operational and developmental cores, “the high
value-added steel mill” and “development of green energy
industry,” CSC planned to develop Advanced Premium Steel
(APS) that feature “high technical content, high profitability,
and high industrial benefit.” In 2021, the target achievement
rate for the proportion of high-end steel shipments was 114.5%,
while the target achievement rate for the proportion of APS
shipments was 181.4%.
Proportion of
Advanced
Premium Steel
shipments
Major occupational
accident
A major occupational accident occurred in the first half of 2021.
In order to achieve the goal of zero major occupational
accident, further efforts will be made to strengthen the safety
awareness among safety and hygiene supervisors for
subcontractors, promote effective audits, promote exchanges
on industrial safety within the Group, and implement a mid-to-
long-term plan on road safety inspections in the factory.

- - 11

III. Business Results

(I) Production

The Company's production volume of steel products (excluding secondary and salvage products) was 9.11 million metric tons in 2021, an increase of 0.4 million metric tons or approximately 5% from 8.71 million metric tons in 2020.

(II) Sales

The Company's sales volume of steel products was 9.56 million metric tons in 2021, a decrease of 0.58 million metric tons or approximately 6% from 10.14 million metric tons in 2020.

IV. Profit Comparison with Last Year

  • (I) Operating revenues

The Company's operating revenues in 2021 was NT$259,782,471 thousand, an increase of NT$75,940,945 thousand from NT$183,841,526 thousand in 2020. This was mainly due to the increase in the average selling price of steel products.

(II) Gross profit

The Company's gross profit in 2021 was NT$50,216,234 thousand, an increase of NT$41,989,497 thousand from NT$8,226,737 thousand in 2020, mainly because the increase in the average selling price of steel products was larger than the increase in the average cost of goods sold.

(III) Profit from operations

The Company's profit from operations in 2021 was NT$40,404,273 thousand, an increase of NT$39,807,046 thousand from NT$597,227 thousand in 2020. This was mainly due to the increase in gross profit.

(IV) Net non-operating income and expenses

The Company's net non-operating income in 2021 was NT$30,647,074 thousand, - - 12

an increase of NT$30,236,925 thousand from NT$410,149 thousand in 2020. This was mainly due to the increase in share of profit of subsidiaries and associates.

(V) Income tax expense

The Company's income tax expense in 2021 was NT$8,998,314 thousand, an increase of NT$8,876,803 thousand from NT$121,511 thousand in 2020. This was mainly due to the increase in net profit before income tax.

  • (VI) In summary, the Company's net profit in 2021 was NT$62,053,033 thousand, an increase of NT$61,167,168 thousand from NT$885,865 thousand in 2020.

V. Research and Development

The Company enjoyed a fruitful year in the area of R&D with a total of 31 new product development projects completed in 2021, 11 of which were classified as new Advanced Premium Steel (APS). The proportion of orders for APS and high-end steel reached 7.6% and 56.1% respectively. The Company will continue the efforts towards enhancing competitive advantage through product differentiation.

Based on the operational and developmental cores, “the high value-added steel mill” and “development of green energy industry,” the current R&D strategy of the Company is to develop core capabilities, including developing APS, establishing excellent manufacturing capability, and introducing AIoT, boosting productivity, and deepening the upgrade of steel-using industry. R&D resources are mainly invested in key research projects, in the hope of cultivating technology and achieving sustainable development. In 2021, the Company has accomplished outstanding R&D results; major R&D outcomes are listed as follows:

  • (I) Core technology for the electric vehicle industry

- - 13

  • A. Development of electrical sheets: Through the establishment of key technologies, the Company has developed thin electrical sheets, such as 20CS1500P, 20CS1150FY, and 15CS1000FY, which are characterized by lower iron loss, higher magnetic flux and higher strength for drive motors in electric vehicles. The Company has successfully made such products sourced by major electric vehicle manufacturers and has become a critical supplier of electrical sheets.

  • B. Development of advanced high-strength steel: To meet lightweight and safety requirements, advanced high-strength steel has become the most important technology development trend of vehicle structural components. CSC has developed a series of advanced ultra-high strength steels with excellent functions for automotive application, such as ultra-high strength 15B36 hot stamping auto steel and high ductility 980TT. In addition, CSC spares no efforts to develop steel products with higher strength and ductility, and intends to fill the gap in the industry's supply chain by supplying domestic and overseas automobile brands.

  • C. Development of self-bonding electrical steel (SBES) and its processing technology:

    • CSC has successfully developed C3S1 self-bonding materials, which can be used on thin gauge electrical sheet to produce the key materials used for highperformance electric vehicles. Such key material has the advantages of quick stamping, low production cost, high dimensional precision of motor cores, and high bonding force. In addition to having officially become the motor material for international electric vehicle manufacturers, it increases the differentiation and diversity of electrical sheets, helping CSC to establish leading edge as an electrical sheet supplier for electric vehicles.
  • (II) Intelligent manufacturing technology

  • A. Development of intelligent coating control system: An AI zinc coating

- - 14

prediction model has been established to predict the weight of targeted zinc layer and report optimized guidance for air-knife parameters so as to reduce the cost of consumption of liquid zinc.

  • B. Development of intelligent steel grade transformation system for plates: By taking advantage of historical big data on grade transformation, a multivariate classifier was built to provide recommendations for steel grades so that non-specification products can be transformed into normal products during production so as to reduce the inventory of leeway.

  • (III) Energy and environmental protection technology

  • A. Have accomplished the development and application of multiple energysaving technologies: Such as self-designing and constructing the application of pure oxygen combustion to ladle preheating stations, which can lower the energy consumption by over 30% and reduce the consumption of sourced natural gas; establishing the integrated self-operation and maintenance technology for solar power plants, which can save outsourced routine inspection fees and improve the benefits of cleaning; developing and applying the operation technology of the absorption chiller system, which can boost the efficient use of steam resources, reduce the use of steam and improve the overall operating efficiency.

  • B. Promote the co-production of steel and chemicals: CSC has implemented a company-level project to develop BF & BOF gases carbon capture and highvalue utilization technology and draw on national planning resources in ITRI by cooperating with experts, scholars, and downstream petrochemical plants. In addition, a co-production group is established to convene relevant companies for the planning of acetic acid plant.

  • C. Establish an intelligent expert system for wastewater plants: An intelligent monitoring and diagnosis expert system has been developed for optimal operation. The predicted value of effluent ammonia nitrogen is in line with

- - 15

the trend of measured value. The expert system will continue to be optimized and verified.

- - 16

Attachment 2

China Steel Corporation

Audit Committee's Audit Report

The Board of Directors has prepared the Company’s 2021 Financial Statements audited by Deloitte & Touche Taiwan, earnings distribution plan and business report. The Audit Committee has reviewed the aforementioned financial statements and documents, and concluded all information is presented fairly. We hereby submit this report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

2022 Annual General Shareholders’ Meeting

China Steel Corporation

Convener of the Audit Committee:


Shyue-Bin Chang February 25, 2022

- - 17

China Steel Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report

- - 18

INDEPENDENT AUDITORS’ REPORT

China Steel Corporation

Opinion

We have audited the accompanying consolidated financial statements of China Steel Corporation (the “Corporation”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation and its subsidiaries as of December 31, 2021 and 2020, their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2021 are stated as follows:

Recognition of Revenue from Sale of Goods of Steel Department

The Corporation and its subsidiaries manufacture and sell steel products and engage in mechanical, communications, and electrical engineering. Revenue from sale of goods of steel department represented approximately 80% of the total operating revenue. Revenue recognition is presumed to be significant risk as revenue is subject to fluctuation in terms of market demand and it is the main focus of the users of financial report; therefore, revenue recognition was deemed to be a key audit matter. Refer to Notes 4, 24 and 37 to the consolidated financial statements for the related accounting policies and disclosures on sales revenue.

- - 19

Our audit procedures performed included the following:

  1. We understood the design and implementation of the procedures regarding approval of sales order, shipping and cash collection process of the Corporation’s steel department.

  2. We evaluat5ed the appropriateness of the recorded sales amounts by checking the nature, quantities and unit price of the Corporation’s steel department sales; we also reviewed comparative information of a two-year period.

  3. We verified the occurrence and validity of the specific sales by confirming the correctness on the shipping documents or bill of lading and cash collection receipts.

  4. We obtained subsequent details of the abovementioned specific sales and tested for any unusual sales returns and allowances on a sample basis and confirmed the appropriateness of accounting treatment and presentation.

Other Matter

We have also audited the standalone financial statements of China Steel Corporation as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee or supervisors, are responsible for overseeing the Corporation and its subsidiaries’ financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation and its subsidiaries’ internal control.

- - 20

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation and its subsidiaries to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Jui-Hsuan Hsu and Cheng-Hung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

February 25, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4, 5 and 8)
Financial assets for hedging - current (Notes 4 and 9)
Contract assets - current (Notes 4 and 24)
Notes receivable (Notes 4 and 10)
Notes receivable - related parties (Notes 4, 10 and 32)
Accounts receivable, net (Notes 4 and 10)
Accounts receivable - related parties (Notes 4, 10 and 32)
Other receivables (Notes 4 and 32)
Current tax assets
Inventories (Notes 4, 5 and 11)
Non-current assets held for sale (Note 4)
Other financial assets - current (Notes 13 and 33)
Other current assets

Total current assets

NONCURRENT ASSETS
Financial assets at fair value through profit or loss - noncurrent (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - noncurrent (Notes 4, 5 and 8)
Financial assets at amortized cost- noncurrent (Note 4)
Financial assets for hedging - noncurrent (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 14 and 33)
Right-of-use assets (Notes 4, 15 and 33)
Investment properties (Notes 4, 16 and 33)
Intangible assets (Note 4)
Deferred tax assets (Notes 4 and 26)
Refundable deposits
Other financial assets - noncurrent (Notes 13 and 33)
Other noncurrent assets

Total noncurrent assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings and bank overdraft (Notes 17 and 33)

Short-term bills payable (Note 17)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Financial liabilities for hedging - current (Notes 4 and 9)

Contract liabilities - current (Notes 4 and 24)

Notes payable

Accounts payable (Note 19)

Accounts payable - related parties (Notes 19 and 32)

Other payables (Notes 20 and 32)

Current tax liabilities

Provisions - current (Notes 4 and 21)

Lease liabilities - current (Notes 4 and 15)

Current portion of bonds payable (Note 18)

Current portion of long-term bank borrowings (Notes 17 and 33)

Refund liabilities - current

Other current liabilities


Total current liabilities


NONCURRENT LIABILITIES

Financial liabilities for hedging - noncurrent (Notes 4 and 9)

Contract liabilities - noncurrent (Note 24)

Bonds payable (Note 18)

Long-term bank borrowings (Notes 17 and 33)

Long-term bills payable (Note 17)

Provisions - noncurrent (Notes 4 and 21)

Deferred tax liabilities (Notes 4 and 26)

Lease liabilities - noncurrent (Notes 4 and 15)

Net defined benefit liabilities (Notes 4 and 22)

Other noncurrent liabilities


Total noncurrent liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4 and 23)

Share capital

Ordinary shares

Preference shares

Total share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Corporation


NON-CONTROLLING INTERESTS


Total equity


TOTAL
December 31, 2021
Amount
%
$ 23,969,128
4
2,610,451
-
6,228,593
1
1,483,163
-
8,298,068
1
2,241,592
-
557
-
15,519,834
2
416,810
-
4,118,509
1
628,373
-
129,532,646
20
315,557
-
10,152,556
1

4,499,511

1


210,015,348

31

921,949
-
53,673,631
8
-
-
224
-
13,419,640
2
370,663,701
55
12,488,317
2
9,438,554
1
1,478,279
-
8,881,613
1
1,104,101
-
3,012,629
-

2,896,983

-


477,979,621

69

$ 687,994,969
100

$ 33,061,226
5
15,836,410
2
-
-
1,283,279
-
5,385,147
1
1,570,913
-
22,235,715
3
175,204
-
34,065,602
5
13,331,213
2
6,831,852
1
963,887
-
17,474,085
3
4,647,406
1
3,698,912
1

1,369,894

-


161,930,745

24

139,082
-
72,086
-
62,336,121
9
26,442,943
4
14,392,922
2
1,074,359
-
14,583,004
2
10,112,044
1
8,761,472
1

1,195,171

-


139,109,204

19


301,039,949

43

157,348,610
23

382,680

-


157,731,290

23


39,238,636

6

66,611,343
10
27,639,574
4

70,863,295

10


165,114,212

24


(4,405,952)

(1)


(8,649,421)

(1)

349,028,765
51

37,926,255

6


386,955,020

57

$ 687,994,969
100
December 31, 2020





















Amount
$ 23,969,128
2,610,451
6,228,593
1,483,163
8,298,068
2,241,592
557
15,519,834
416,810
4,118,509
628,373
129,532,646
315,557
10,152,556

4,499,511


210,015,348

921,949
53,673,631
-
224
13,419,640
370,663,701
12,488,317
9,438,554
1,478,279
8,881,613
1,104,101
3,012,629

2,896,983


477,979,621

$ 687,994,969

$ 33,061,226
15,836,410
-
1,283,279
5,385,147
1,570,913
22,235,715
175,204
34,065,602
13,331,213
6,831,852
963,887
17,474,085
4,647,406
3,698,912

1,369,894


161,930,745

139,082
72,086
62,336,121
26,442,943
14,392,922
1,074,359
14,583,004
10,112,044
8,761,472

1,195,171


139,109,204


301,039,949

157,348,610

382,680


157,731,290


39,238,636

66,611,343
27,639,574

70,863,295


165,114,212


(4,405,952)


(8,649,421)

349,028,765

37,926,255


386,955,020

$ 687,994,969









































































Amount
$ 16,140,326

4,425,282

5,179,109

1,458,618

10,158,521

1,602,893

118,989

11,480,441

199,624

1,733,785

710,432

76,177,207

-

8,601,911

3,350,746


141,337,884


1,015,359

54,879,242

3,939

4,561

13,708,257

384,332,644

13,720,878

9,718,233

1,654,972

8,863,670

683,498

3,079,366

3,080,194


494,744,813

$ 636,082,697

$ 22,510,392

32,072,318

736

1,880,889

5,564,585

1,561,308

17,138,527

37,588

23,055,595

883,896

6,501,683

954,695

17,399,351

2,215,129

2,148,949

1,400,912


135,326,553


338,608

-

79,800,146

42,157,426

18,673,657

1,041,882

14,267,718

10,966,743

9,267,896

1,135,087


177,649,163


312,975,716


157,348,610

382,680


157,731,290


39,077,456


66,532,412

27,912,065

13,897,589


108,342,066


(3,187,669)


(8,664,198)


293,298,945

29,808,036


323,106,981

$ 636,082,697
%
3
1
1
-
2
-
-
2
-
-
-
12
-
1

1

23
-
9
-
-
2
61
2
2
-
1
-
-

-

77
100
4
5
-
-
1
-
3
-
4
-
1
-
3
-
-

-

21
-
-
13
7
3
-
2
2
1

-

28

49
25

-

25

6
10
4

2

16

-

(1)
46

5

51
100

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

- - 22

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 24, 32 and 37)

OPERATING COSTS (Notes 11, 25 and 32)

GROSS PROFIT

OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Loss (reversal) of expected credit loss

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 25)
Other income (Notes 25 and 32)
Other gains and losses (Notes 25 and 32)
Finance costs (Notes 4 and 25)
Share of the profit of associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX (Notes 4 and 26)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes 23 and
26)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
Unrealized gains and losses on investments in
equity instruments at fair value through other
comprehensive income
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
Amount
%
$ 468,327,501 100

373,012,890
80


95,314,611
20

5,102,276
1
7,894,624
2
2,435,385
-

125,053

-


15,557,338

3


79,757,273
17

228,589
-
4,320,278
1
690,795
-
(1,761,141)
-

1,177,854

-


4,656,375

1

84,413,648 18

15,507,576

3


68,906,072
15

(863,212)
-
(376,646)
-
2020




























Amount
%
$ 314,783,301 100

299,665,781
95

15,117,520

5

4,441,752
1

6,441,564
2

1,947,816
1

(9,849)

-

12,821,283

4

2,296,237

1

302,888
-

2,151,834
1

(105,969)
-

(2,460,078) (1)

583,250

-

471,925

-

2,768,162
1

510,329

-

2,257,833

1

(177,312)
-

(1,125,935) (1)
(Continued)

- - 23

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Gains and losses on hedging instruments

Share of the other comprehensive income (loss) of
associates
Income tax benefit (expense) relating to items that
will not be reclassified subsequently to profit or
loss
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
Unrealized gains and losses on investments in debt
instruments designated as at fair value through
other comprehensive income
Gains and losses on hedging instruments
Share of the other comprehensive income (loss) of
associates
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 27)
Basic

Diluted
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
Amount
%
$ 43,796
-
39,462
-
963,854
-
(2,182,474)
-
(494)
-
-
-
399,121
-

4,310

-


(1,972,283)

-

$ 66,933,789
15

$ 62,053,033 13

6,853,039

2

$ 68,906,072
15

$ 60,327,896 14

6,605,893

1

$ 66,933,789
15

$ 4.02

$ 3.98
2020




























Amount
%
$ (71,637)
-

(158,505)
-

(293,735)
-

(358,528)
-

-
-

5,115
-

(742,571)
-

29,425

-

(2,893,683)
(1)
$ (635,850)

-
$ 885,865
-

1,371,968

1
$ 2,257,833

1
$ (1,538,770) (1)

902,920

1
$ (635,850)

-
$ 0.05
$ 0.05

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

(Concluded)

- - 24

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2020

Appropriation of 2019 earnings (Note 23)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders -
NT$0.5 per share

Cash dividends to preference shareholders -
NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2020
Other comprehensive income for the year ended
December 31, 2020, net of income tax

Total comprehensive income for the year ended
December 31, 2020

Acquisition of the Corporation's shares held by
subsidiaries

Disposal of the Corporation's shares held by
subsidiaries

Adjustment to capital surplus arising from
dividends paid to subsidiaries

Adjustment of non-controlling interests

Disposal of investments in equity instruments at
fair value through other comprehensive
income

Adjustment of other equity

BALANCE AT DECEMBER 31, 2020

BALANCE AT JANUARY 1, 2021

Appropriation of 2020 earnings (Note 23)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders -
NT$0.3 per share

Cash dividends to preference shareholders -
NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2021
Other comprehensive income for the year ended
December 31, 2021, net of income tax

Total comprehensive income for the year ended
December 31, 2021

Disposal of the Corporation's shares held by
subsidiaries

Adjustment to capital surplus arising from
dividends paid to subsidiaries

Adjustment of non-controlling interests

Disposal of investments in equity instruments at
fair value through other comprehensive
income

Adjustment of other equity

BALANCE AT DECEMBER 31, 2021
Equity Attributable to O Equity Attributable to O wners of the Corporation Total Equity
Attributable to
Owners of the
Corporation
$ 302,558,533


-


-


(7,867,430)


(53,575)


-

885,865

(2,424,635)


(1,538,770)


(1,780)


2,051


160,443


-


-


39,473

$ 293,298,945

$ 293,298,945


-


-


(4,720,458)


(53,575)


-

62,053,033

(1,725,137)


60,327,896


12,001


96,122


-


-


67,834

$ 349,028,765
Non-controlling
Interests
$ 29,655,977


-


-


-


-


-

1,371,968

(469,048)


902,920


-


-


-


(750,861)


-


-

$ 29,808,036

$ 29,808,036


-


-


-


-


-

6,853,039

(247,146)


6,605,893


-


-


1,512,326


-


-

$ 37,926,255
Total Equity
$ 332,214,510

-

-

(7,867,430)

(53,575)

-
2,257,833

(2,893,683)

(635,850)

(1,780)

2,051

160,443

(750,861)

-

39,473
$ 323,106,981
$ 323,106,981

-

-

(4,720,458)

(53,575)

-
68,906,072

(1,972,283)

66,933,789

12,001

96,122

1,512,326

-

67,834
$ 386,955,020
Share Capital
Ordinary Shares
Preference Shares
$ 157,348,610
$ 382,680


-

-


-

-


-

-


-

-


-

-


-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

-


-

-

$ 157,348,610
$ 382,680

$ 157,348,610
$ 382,680


-

-


-

-


-

-


-

-


-

-


-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

-

$ 157,348,610
$ 382,680
Capital Surplus
$ 38,877,269


-


-


-


-


-

-

-


-


-


271


160,443


-


-


39,473

$ 39,077,456

$ 39,077,456


-


-


-


-


-

-

-


-


760


96,122


-


-


64,298

$ 39,238,636
**Retained Earnings ** Unappropriated
Earnings
$ 21,998,036


(858,223)


(110,524)


(7,867,430)


(53,575)


2,365

885,865

(134,429)


751,436


-


-


-


-


35,504


-

$ 13,897,589

$ 13,897,589


(78,931)


272,355


(4,720,458)


(53,575)


136

62,053,033

(612,252)


61,440,781


-


-


-


105,398


-

$ 70,863,295
Other Equity otal Other Equity
$ (861,959)


-


-


-


-


-

-

(2,290,206)


(2,290,206)


-


-


-


-


(35,504)


-

$ (3,187,669)

$ (3,187,669)


-


-


-


-


-

-

(1,112,885)


(1,112,885)


-


-


-


(105,398)


-

$ (4,405,952)
Treasury Shares
$ (8,664,198)


-


-


-


-


-

-

-


-


(1,780)


1,780


-


-


-


-

$ (8,664,198)

$ (8,664,198)


-


-


-


-


-

-

-


-


11,241


-


-


-


3,536

$ (8,649,421)
Exchange
Differences on
Translating
Foreign Operations
$ (6,838,836)


-


-


-


-


-

-

(690,114)


(690,114)


-


-


-


-


-


-

$ (7,528,950)

$ (7,528,950)


-


-


-


-


-

-

(1,638,132)


(1,638,132)


-


-


-


-


-

$ (9,167,082)
Unrealized Gains
and Losses on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
$ 2,124,342


-


-


-


-


-

-

(1,545,421)


(1,545,421)


-


-


-


-


(35,504)


-

$ 543,417

$ 543,417


-


-


-


-


-

-

513,958


513,958


-


-


-


(105,398)


-

$ 951,977
Gains and Losses
on Hedging
Instruments
T
$ 3,852,535


-


-


-


-


-

-

(54,671)


(54,671)


-


-


-


-


-


-

$ 3,797,864

$ 3,797,864


-


-


-


-


-

-

11,289


11,289


-


-


-


-


-

$ 3,809,153






























Ordinary Shares

$ 157,348,610


-


-


-


-


-


-

-


-


-


-


-


-


-


-

$ 157,348,610

$ 157,348,610


-


-


-


-


-


-

-


-


-


-


-


-


-

$ 157,348,610




























Legal Reserve
$ 65,674,189


858,223


-


-


-


-

-

-


-


-


-


-


-


-


-

$ 66,532,412

$ 66,532,412


78,931


-


-


-


-

-

-


-


-


-


-


-


-

$ 66,611,343
Special Reserve
$ 27,803,906


-


110,524


-


-


(2,365)

-

-


-


-


-


-


-


-


-

$ 27,912,065

$ 27,912,065


-


(272,355)


-


-


(136)

-

-


-


-


-


-


-


-

$ 27,639,574

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

- - 25

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (reversal)
Net gain on financial assets and liabilities at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Share of the profit of associates
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of investment properties
Gain on disposal of non-current assets held for sale
Gain on disposal of investments
Impairment loss recognized on financial assets
Write-down (reversal) of inventories
Impairment loss recognized on non-financial assets
Recognition of provisions
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Financial assets for hedging
Contract assets
Notes receivable
Notes receivable - related parties
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Financial liabilities for hedging
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities
Refund liabilities

Cash generated from operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
$ 84,413,648
32,461,671
265,436
125,053
(541,576)
1,761,141
(228,589)
(3,610,743)
(1,215,491)
178,139
(26,755)
(33,545)
(33,033)
3,878
2,014,820
3,369,085
576,180
30,785
(228,664)
(97,173)
1,893,484
(638,699)
118,432
(4,144,546)
(217,186)
(2,275,959)
(55,361,848)
(1,107,903)
(62,883)
(107,352)
9,605
5,097,188
137,616
10,559,172
(216,228)
(31,018)
(1,369,636)

1,549,963

73,016,469
2020
$ 2,768,162

33,247,153

263,724

(9,849)

(246,293)

2,460,078

(302,888)

(1,134,446)

(584,960)

(799,655)

-

-

(434,206)

-

(3,008,823)

576,317

2,693,284

(14,192)

354,202

428,090

(174,051)

(386,081)

106,190

(479,850)

196,918

(69,760)

26,492,408

888,737

52,678

(639,373)

(86,910)

2,517,477

(33,138)

(195,466)

(51,228)

(54,381)

(307,692)

409,248

64,441,424

(Continued)

- - 26

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Proceeds from the capital reduction on financial assets at fair value
through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit
or loss
Derecognition of financial liabilities for hedging
Acquisition of investments accounted for using the equity method
Proceeds from disposal of investments accounted for using the equity
method
Net cash outflow on acquisition of subsidiaries
Disposal of subsidiaries
Proceeds from the capital reduction on investments accounted for using
the equity method
Proceeds from disposal of non-current assets held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Acquisition of right-of-use assets
Acquisition of investment properties
Proceeds from disposal of investment properties
Increase in other financial assets
Decrease (increase) in other noncurrent assets
Interest received
Dividends received from associates
Dividends received from others

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings

Proceeds from short-term bills payable
Repayments of short-term bills payable

Issuance of bonds payable
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2021
$ (1,712,720)


71,303,749

(8,194,697)
7,687,917
-
(7,472,949)
9,886,910
(631,020)
-
83,438
-
28,856
20,647
176,233
(21,065,106)
121,631
(457,003)
(39,328)
(1,397)
-
60,185
(1,483,908)
187,375
234,316
1,087,867

3,600,701


(16,169,332)

248,531,047
(239,606,200)
129,521,775
(145,757,683)
-
2020
$ (1,226,065)

63,215,359

(5,611,851)

4,535,280

8,382

(9,376,248)

8,689,326

(2,682,577)

(375,000)

354,191

(1,099,447)

748,920

296,526

-

(26,815,441)

1,072,657

(59,596)

(188,199)

-

(10,483)

-

(485,950)

(15,503)

289,993

726,219

1,134,062

(28,864,739)

262,134,157
(277,705,304)

135,830,659
(142,794,272)

13,800,000
(Continued)

- - 27

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Repayments of bonds payable

Proceeds from long-term bank borrowings
Repayments of long-term bank borrowings
Proceeds from long-term bills payable
Repayments of long-term bills payable
Repayment of principal of lease liabilities
Increase in other noncurrent liabilities
Dividends paid to owners of the Corporation
Partial disposal of interests in subsidiaries without loss of control
Interest paid
Increase (decrease) in non-controlling interests

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

Reconciliation of the amounts in the consolidated statements of cash
flows with the equivalent items reported in the consolidated balance
sheets as of December 31, 2021 and 2020:
Cash and cash equivalents in the consolidated balance sheets

Bank overdraft

Cash and cash equivalents in the consolidated statements of cash flows
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31








2021
$ (17,400,000)
34,937,675
(48,101,224)
3,979,156
(8,259,891)
(992,141)
60,084
(4,778,721)
32,655
(2,238,443)

1,512,326


(48,559,585)


(410,591)

6,164,241

12,806,364

$ 18,970,605

$ 23,969,128

(4,998,523)

$ 18,970,605
2020
$ (15,550,000)

58,466,497

(59,256,509)

13,099,578

(8,520,814)

(1,006,431)

26,629

(7,915,869)

-

(2,860,426)

(750,861)

(33,002,966)

(572,329)

775,325

12,031,039
$ 12,806,364
$ 16,140,326

(3,333,962)
$ 12,806,364

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

(Concluded)

- - 28

China Steel Corporation

Standalone Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report

- - 29

INDEPENDENT AUDITORS’ REPORT

China Steel Corporation

Opinion

We have audited the accompanying standalone financial statements of China Steel Corporation (the “Corporation”), which comprise the standalone balance sheets as of December 31, 2021 and 2020, the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the standalone financial statements, including a summary of significant accounting policies (collectively referred to as the “standalone financial statements”).

In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Corporation as of December 31, 2021 and 2020, its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Corporation’s standalone financial statements for the year ended December 31, 2021 are stated as follows:

Recognition of Revenue from Sale of Goods of Steel Department

The Corporation manufactures and sells steel products and engages in mechanical, communications, and electrical engineering. Revenue from sale of goods of steel department represented over 90% of the total operating revenue. Revenue recognition is presumed to be significant risk as revenue is subject to fluctuation in terms of market demand and it is the main focus of the users of financial report; therefore, revenue recognition was deemed to be a key audit matter. Refer to Notes 4 and 23 to the Corporation’s standalone financial statements for the related accounting policies and disclosures on sales revenue.

- - 30

Our audit procedures performed included the following:

  1. We understood the design and implementation of the procedures regarding approval of sales order, shipping and cash collection process of the Corporation’s steel department.

  2. We evaluated the appropriateness of the recorded sales amounts by checking the nature, quantities and unit price of the Corporation’s steel department sales; and we also reviewed comparative information of a two-year period.

  3. We verified the occurrence and validity of the specific sales by confirming the correctness on the shipping documents or bill of lading and cash collection receipts.

  4. We obtained subsequent details of the abovementioned specific sales and tested for any unusual sales returns and allowances on a sample basis and confirmed the appropriateness of accounting treatment and presentation.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the Corporation’s financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.

- - 31

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Jui-Hsuan Hsu and Cheng-Hung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2022

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such standalone financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail.

- - 32

China Steel Corporation

STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets for hedging - current (Notes 4, 9 and 28)
Contract assets - current (Notes 4 and 23)
Notes receivable (Notes 4 and 10)
Notes receivable - related parties (Notes 4, 10 and 29)
Accounts receivable, net (Notes 4 and 10)
Accounts receivable - related parties (Notes 4, 10 and 29)
Other receivables
Other receivables - loans to related parties (Note 29)
Current tax assets
Inventories (Notes 4, 5 and 11)
Other financial assets - current (Notes 13 and 30)
Other current assets

Total current assets

NONCURRENT ASSETS
Financial assets at fair value through profit or loss - noncurrent (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - noncurrent (Notes 4, 5 and 8)
Financial assets for hedging - noncurrent (Notes 4, 9 and 28)
Investments accounted for using the equity method (Notes 4, 12 and 30)
Property, plant and equipment (Notes 4, 14 and 29)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Intangible assets
Deferred tax assets (Notes 4 and 25)
Refundable deposits
Prepayments for investments (Note 12)
Other financial assets - noncurrent (Note 13)

Total noncurrent assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings and bank overdraft (Notes 17, 29 and 30)

Short-term bills payable (Note 17)

Financial liabilities for hedging - current (Notes 4, 9, 17 and 28)

Contract liabilities - current (Notes 4 and 23)

Accounts payable

Accounts payable - related parties (Note 29)

Other payables (Notes 19 and 29)

Current tax liabilities (Note 25)

Provisions - current (Notes 4 and 20)

Lease liabilities - current (Notes 4 and 15)

Current portion of bonds payable (Note 18)

Long-term bank borrowings (Note 17)

Refund liabilities - current

Other current liabilities


Total current liabilities


NONCURRENT LIABILITIES

Financial liabilities for hedging - noncurrent (Notes 4, 9, 17 and 28)

Bonds payable (Note 18)

Long-term bank borrowings (Note 17)

Long-term bills payable (Note 17)

Deferred tax liabilities (Notes 4 and 25)

Lease liabilities - noncurrent (Notes 4 and 15)

Net defined benefit liabilities (Note 21)


Total noncurrent liabilities


Total liabilities


EQUITY (Notes 4 and 22)

Share capital

Ordinary shares

Preference shares

Total share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
December 31, 2021
Amount
%
$ 3,755,569
1
382,328
-
179,901
-
998,439
-
-
-
3,666,782
1
2,245,295
1
2,742,493
1
6,962,000
1
285,201
-
68,933,671
14
6,681,289
1

896,757

-


97,729,725

20

731,198
-
39,251,278
8
210
-
201,220,220
40
147,119,445
29
1,158,745
-
7,336,879
2
4,978
-
3,472,579
1
705,129
-
1,250,000
-

-

-


402,250,661

80

$ 499,980,386
100

$ 12,891,338
3
-
-
1,096,047
-
1,701,331
-
6,447,758
1
3,298,103
1
22,824,106
5
7,266,069
1
4,318,852
1
269,303
-
12,349,085
3
1,500,000
-
3,456,564
1

482,572

-


77,901,128

16

17,167
-
48,224,053
10
-
-
5,897,934
1
11,712,835
2
896,263
-

6,302,241

1


73,050,493

14


150,951,621

30

157,348,610
32

382,680

-


157,731,290

32


39,238,636

8

66,611,343
13
27,639,574
6

70,863,295

14


165,114,212

33


(4,405,952)

(1)


(8,649,421)

(2)


349,028,765

70

$ 499,980,386
100
December 31, 2020 December 31, 2020






















































Amount
$ 3,755,569
382,328
179,901
998,439
-
3,666,782
2,245,295
2,742,493
6,962,000
285,201
68,933,671
6,681,289

896,757


97,729,725

731,198
39,251,278
210
201,220,220
147,119,445
1,158,745
7,336,879
4,978
3,472,579
705,129
1,250,000

-


402,250,661

$ 499,980,386

$ 12,891,338
-
1,096,047
1,701,331
6,447,758
3,298,103
22,824,106
7,266,069
4,318,852
269,303
12,349,085
1,500,000
3,456,564

482,572


77,901,128

17,167
48,224,053
-
5,897,934
11,712,835
896,263

6,302,241


73,050,493


150,951,621

157,348,610

382,680


157,731,290


39,238,636

66,611,343
27,639,574

70,863,295


165,114,212


(4,405,952)


(8,649,421)


349,028,765

$ 499,980,386































































Amount
$ 1,769,860

514,119

475,313

430,648

111,592

2,688,128

2,054,455

1,203,455

5,694,000

305,386

39,537,983

6,027,185

764,085


61,576,209


843,818

38,226,656

1,852

181,301,445

148,160,443

1,269,862

7,431,253

14,934

3,836,367

245,565

-

10,003


381,342,198

$ 442,918,407

$ 10,685,874

3,999,092

1,660,353

1,200,242

4,141,140

1,066,985

15,730,689

732

4,287,992

286,135

10,949,351

-

1,914,682

508,689


56,431,956


338,545

60,569,113

7,000,000

6,897,508

10,605,707

986,584

6,790,049


93,187,506


149,619,462


157,348,610

382,680


157,731,290


39,077,456


66,532,412

27,912,065

13,897,589


108,342,066


(3,187,669)


(8,664,198)


293,298,945

$ 442,918,407
%

-

-

-

-

-

1

1

-

1

-

9

2

-

14

-

9

-

41

33

-

2

-

1

-

-

-

86
100

2

1

-

-

1

-

4

-

1

-

3

-

1

-

13

-

13

2

2

2

-

2

21

34

36

-

36

9

15

6

3

24

(1)

(2)

66
100

The accompanying notes are an integral part of the standalone financial statements.

- - 33

China Steel Corporation

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 23 and 29)

OPERATING COSTS (Notes 11 and 29)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Notes 24 and 29)
Other income (Notes 24 and 29)
Other gains and losses (Notes 24 and 29)
Finance costs (Notes 24 and 29)
Share of profit or loss of subsidiaries and associates
Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 4, 22 and 25)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
Amount
%
$ 259,782,471 100

209,566,237
81

50,216,234 19

(299,640)

-


49,916,594
19

2,975,236
1
4,141,417
2

2,395,668

1


9,512,321

4


40,404,273
15

80,141
-
1,490,174
1
201,065
-
(795,980)
-

29,671,674
11


30,647,074
12

71,051,347 27

8,998,314

3


62,053,033
24

(628,138)
-
2020





























Amount
%
$ 183,841,526 100

175,614,789
96

8,226,737
4

(139,358)

-

8,087,379

4

2,613,343
1

2,995,856
2

1,880,953

1

7,490,152

4

597,227

-

102,760
-

1,907,955
1

(21,342)
-

(1,092,967) (1)

(486,257)

-

410,149

-

1,007,376
-

121,511

-

885,865

-

(56,273)
-
(Continued)

- - 34

China Steel Corporation

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gains and losses on investments in
equity instruments at fair value through other
comprehensive income

Gains and losses on hedging instruments
Share of the other comprehensive income of
subsidiaries and associates
Income tax benefit relating to items that will not
be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
Gains and losses on hedging instruments
Share of the other comprehensive income of
subsidiaries and associates

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

EARNINGS PER SHARE (Note 26)
Basic

Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
Amount
%
$ 1,024,622
-
98,087
-
(714,062)
-
132,486
-
(1,508,504) (1)
-
-

(129,628)

-


(1,725,137)
(1)

$ 60,327,896
23

$ 4.02

$ 3.98
2020















Amount
%
$ (2,734,065) (2)

33,837
-

1,022,991
1

4,258
-

(474,314)
-

(5,269)
-

(215,800)

-

(2,424,635)
(1)
$ (1,538,770)
(1)
$ 0.05
$ 0.05

The accompanying notes are an integral part of the standalone financial statements.

(Concluded)

- - 35

CHINA STEEL CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2020

Appropriation of 2019 earnings (Note 22)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders - NT$0.5 per share

Cash dividends to preference shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2020

Purchase of the Corporation's shares by subsidiaries

Disposal of the Corporation's shares held by subsidiaries

Adjustment to capital surplus arising from dividends paid to subsidiaries

Disposal of investments in equity instruments at fair value through other
comprehensive income

Adjustment from changes in equity of subsidiaries and associates

BALANCE AT DECEMBER 31, 2020

Appropriation of 2020 earnings (Note 22)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders - NT$0.3 per share

Cash dividends to preference shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2021

Disposal of the Corporation's shares held by subsidiaries

Adjustment to capital surplus arising from dividends paid to subsidiaries

Disposal of investments in equity instruments at fair value through other
comprehensive income

Adjustment from changes in equity of subsidiaries and associates

BALANCE AT DECEMBER 31, 2021
Share Capital
Ordinary Shares
Preference Shares
$ 157,348,610
$ 382,680


-

-


-

-


-

-


-

-


-

-

-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

-


157,348,610

382,680


-

-


-

-


-

-


-

-


-

-

-
-

-

-


-

-


-

-


-

-


-

-


-

-

$ 157,348,610
$ 382,680
Capital Surplus
$ 38,877,269


-


-


-


-


-

-

-


-


-


271


160,443


-


39,473


39,077,456


-


-


-


-


-

-

-


-


760


96,122


-


64,298

$ 39,238,636
Retained Earnings Unappropriated
Earnings

$ 21,998,036


(858,223)


(110,524)


(7,867,430)


(53,575)


2,365

885,865

(134,429)


751,436


-


-


-


35,504


-


13,897,589


(78,931)


272,355


(4,720,458)


(53,575)


136

62,053,033

(612,252)


61,440,781


-


-


105,398


-

$ 70,863,295
Other Equity Other Equity otal Other Equity
$ (861,959)


-


-


-


-


-

-

(2,290,206)


(2,290,206)


-


-


-


(35,504)


-


(3,187,669)


-


-


-


-


-

-

(1,112,885)


(1,112,885)


-


-


(105,398)


-

$ (4,405,952)
Treasury Shares
$ (8,664,198)


-


-


-


-


-

-

-


-


(1,780)


1,780


-


-


-


(8,664,198)


-


-


-


-


-

-

-


-


11,241


-


-


3,536

$ (8,649,421)
Total Equity
$ 302,558,533

-

-

(7,867,430)

(53,575)

-
885,865

(2,424,635)

(1,538,770)

(1,780)

2,051

160,443

-

39,473

293,298,945

-

-

(4,720,458)

(53,575)

-
62,053,033

(1,725,137)

60,327,896

12,001

96,122

-

67,834
$ 349,028,765
Exchange
Differences on
Translating
Foreign Operations
$ (6,838,836)


-


-


-


-


-

-

(690,114)


(690,114)


-


-


-


-


-


(7,528,950)


-


-


-


-


-

-

(1,638,132)


(1,638,132)


-


-


-


-

$ (9,167,082)
Unrealized Gains
and Losses on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
$ 2,124,342


-


-


-


-


-

-

(1,545,421)


(1,545,421)


-


-


-


(35,504)


-


543,417


-


-


-


-


-

-

513,958


513,958


-


-


(105,398)


-

$ 951,977
Gains and Losses
on Hedging
Instruments
T
$ 3,852,535


-


-


-


-


-

-

(54,671)


(54,671)


-


-


-


-


-


3,797,864


-


-


-


-


-

-

11,289


11,289


-


-


-


-

$ 3,809,153

























Legal Reserve
$ 65,674,189


858,223


-


-


-


-

-

-


-


-


-


-


-


-


66,532,412


78,931


-


-


-


-

-

-


-


-


-


-


-

$ 66,611,343
Special Reserve
$ 27,803,906


-


110,524


-


-


(2,365)

-

-


-


-


-


-


-


-


27,912,065


-


(272,355)


-


-


(136)

-

-


-


-


-


-


-

$ 27,639,574

























Ordinary Shares

$ 157,348,610


-


-


-


-


-

-

-


-


-


-


-


-


-


157,348,610


-


-


-


-


-

-

-


-


-


-


-


-

$ 157,348,610

The accompanying notes are an integral part of the standalone financial statements.

- - 36

China Steel Corporation

STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Net gain on financial assets at fair value through profit or loss
Finance costs
Interest income
Dividend income
Share of loss (profit) of subsidiaries and associates
Loss on disposal of property, plant and equipment
Write-down (reversal) of inventories
Impairment loss on non-financial assets
Unrealized gain on the transactions with subsidiaries and associates
Recognition of provisions
Others
Changes in operating assets and liabilities
Financial assets for hedging
Contract assets
Notes receivable
Notes receivable - related parties
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Contract liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Net defined benefit liabilities
Refund liabilities

Cash generated from operations
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through profit
of loss
Derecognition of financial liabilities for hedging
Proceeds from the capital reduction on investments accounted for using
equity method
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2021
$ 71,051,347
15,118,366
9,956
(4,930)
795,980
(80,141)
(451,620)
(29,671,674)
42,792
1,258,710
663,904

299,640
30,860
180,798
92,845
320,982
(567,791)
111,592
(978,654)
(190,840)
(1,529,279)
(30,815,057)
(132,140)
501,089
2,306,618
2,231,118
7,173,005
(26,117)
(1,115,946)

1,541,882

38,167,295

(109,328)


38,057,967

-
(631,020)
-
2020
$ 1,007,376

15,249,956

9,956

(117,861)

1,092,967

(102,760)

(478,481)

486,257

3,107

(2,394,332)

-

139,358

1,776,959

(120,851)

208,759

(415,069)

(5,924)

75,832

(670,144)

(1,043,549)

(174,595)

18,934,316

(8,769)

99,146

(825,393)

(379,139)

579,074

(317,604)

(266,320)

(139,531)

32,202,741

(38,307)

32,164,434

931,520

(2,682,577)

200,000
(Continued)

- - 37

China Steel Corporation

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Increase in other receivables - loans to related parties
Decrease in other receivables - loans to related parties
Net cash inflow on acquisition of subsidiary
Increase in other financial assets
Interest received
Dividends received from subsidiaries and associates
Dividends received from others

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from short-term bills payable
Repayments of short-term bills payable
Issuance of bonds payable
Repayments of bonds payable
Issuance of long-term bank borrowings
Repayments of long-term bank borrowings
Proceeds from long-term bills payable
Repayments of long-term bills payable
Repayments of principal of lease liabilities
Dividends paid
Acquisition of subsidiaries
Interest paid
Proceeds from the capital reduction of subsidiaries
Increase in prepayments for investments of subsidiaries

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

Reconciliation of the amounts in the standalone statements of cash flows
with the equivalent items reported in the standalone balance sheets as
of December 31, 2021 and 2020:
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2021
$ (14,050,610)
88,503
(459,564)
(1,268,000)
-
46,173
(644,101)
78,449
9,586,658

442,182


(6,811,330)

10,007,707
(8,855,043)
22,950,908
(26,950,000)
-
(10,950,000)
6,000,000
(11,500,000)
426
(1,000,000)
(318,148)
(4,778,721)
(2,750,430)
(1,159,777)
139,350

(1,250,000)


(30,413,728)

832,909

(1,409,472)

$ (576,563)
2020
$ (15,729,921)

-

(139,946)

-

3,576,000

-

(87,180)

105,950

1,308,122

478,481

(12,039,551)

17,954,753

(25,756,665)

32,958,454

(42,950,000)

5,800,000

(6,600,000)

13,500,000

(10,500,000)

11,298,821

(6,400,000)

(347,514)

(7,915,869)

(1,018,060)

(1,381,944)

-

-

(21,358,024)

(1,233,141)

(176,331)
$ (1,409,472)

(Continued)

- - 38

China Steel Corporation

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Cash and cash equivalents in the standalone balance sheets

Bank overdraft

Cash and cash equivalents in the standalone statements of cash flows
December 31 December 31


2021
$ 3,755,569

(4,332,132)

$ (576,563)
2020
$ 1,769,860

(3,179,332)
$ (1,409,472)

The accompanying notes are an integral part of the standalone financial statements.

(Concluded)

- - 39

2. Proposal:

Adoption of the Proposal for Distribution of 2021 Profits

Proposed by the Board of Directors

Explanatory Note:

  • (1) The Company’s earnings distribution of 2021, as shown in the attached table, is proposed in accordance with the provisions in Article 6 of the Articles of Incorporation of the Company.

  • (2) The proposed dividend and bonus appropriation for preferred shares are NT$1.4 and NT$1.7 per share in cash, respectively, totaled NT$3.1 per share in cash. The proposed bonus appropriation for common shares totaled NT$3.1 per share in cash.

  • (3) Upon approval of this earnings appropriation plan by resolution of Shareholders’ Meeting, Chairman of the Board will be authorized to set the record date for cash dividend distribution. When distributing cash dividends, the total amount paid to each shareholder shall be in whole NT dollars and any fractional amount less than an NT dollar shall be rounded up to the next NT dollar. The resulting difference shall be recognized as a Company expense.

Resolution:

- - 40

Attachment 3

China Steel Corporation China Steel Corporation
2021 Earnings Distribution Table Unit: NT$
Undistributed earnings at the beginning of the period 9,316,980,117.09
After-tax earnings of 2021 62,053,033,273.30
Reverse of special reserve: disposal of fixed assets 136,306.00
Actuarial gains (losses) from defined benefit pension plans
(included in retained earnings) (502,510,296.00)
Effects resulting from changes in long-term equity
investment (4,343,901.00)
Amount to be included in undistributed earnings by adding
up after-tax earnings of 2021 and other items (A) 61,546,315,382.30
Deduct: Legal reserve = (A) *10% (6,154,631,538.00)
Add: Reverse of special reserve to undistributed earnings 723,473,239.00
Subtotal of distributable earnings 65,432,137,200.39
Distribution of preferred dividends - NT$1.4 per share
(NT$1.4 in cash) 53,575,199.00
Distribution of bonus - common shares at NT$3.1 per share
(NT$3.1 in cash) and preferred shares at NT$1.7 per
share (NT$1.7 in cash) 48,843,124,689.00
Subtotal of distribution items (48,896,699,888.00)
Undistributed earnings at the end of the period 16,535,437,312.39

- - 41

Proposals for Discussion

1. Proposal:

Amendments to the Procedures for Acquisition or Disposal of Assets

Proposed by the Board of Directors

Explanatory Note:

  • (1) Amendments are made to the Procedures for Acquisition or Disposal of Assets of the Company in compliance with the amendments to "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission (FSC) and regulations of the Order No. Financial-SupervisorySecurities-Corporate-1110380465.

  • (2) It is proposed to amend Article 4, Article 8 to 10, Article 13, and Article 22.

  • (3) A comparison table of draft clauses and the clauses in force is attached.

Resolution:

- - 42

Attachment 4

Comparison Table for Draft Amendments to the Procedures for Acquisition or Disposal of Assets of China Steel Corporation

Revised clause Clause in force Explanation
Article 4
Professional appraisers and their
officers, CPAs, attorneys, and
securities
underwriters
who
provide
the
Company
with
appraisal reports, CPAs' opinions,
attorney's
opinions
or
underwriter's opinions shall meet
the following requirements:
1. May not have previously
received
a
final
and
unappealable
sentence
to
imprisonment for one year or
longer for a violation of the
Securities and Exchange Act,
the Company Act, the Banking
Act, the Insurance Act, the
Financial Holding Company
Act or the Business Entity
Accounting Act, or for fraud,
breach of trust, embezzlement,
forgery
of
documents
or
occupational crime. However,
this provision does not apply if
three
years
have
already
passed since the service of the
sentence completed, since the
period of a suspended sentence
expired, or since a pardon was
received.
2. May not be a related party or
de facto related party of any
party to the transaction.
3. If the Company is required to
obtain appraisal reports from
two or more professional
appraisers,
the
different
professional
appraisers
or
appraisal officers may not be
related parties or de facto
related parties of each other.
When issuingan appraisal report
Article 4
Professional appraisers and their
officers, CPAs, attorneys, and
securities
underwriters
who
provide
the
Company
with
appraisal reports, CPAs' opinions,
attorney's
opinions
or
underwriter's opinions shall meet
the following requirements:
1. May not have previously
received
a
final
and
unappealable
sentence
to
imprisonment for one year or
longer for a violation of the
Securities and Exchange Act,
the Company Act, the Banking
Act, the Insurance Act, the
Financial Holding Company
Act or the Business Entity
Accounting Act, or for fraud,
breach of trust, embezzlement,
forgery
of
documents
or
occupational crime. However,
this provision does not apply if
three
years
have
already
passed since the service of the
sentence completed, since the
period of a suspended sentence
expired, or since a pardon was
received.
2. May not be a related party or
de facto related party of any
party to the transaction.
3. If the Company is required to
obtain appraisal reports from
two or more professional
appraisers,
the
different
professional
appraisers
or
appraisal officers may not be
related parties or de facto
related parties of each other.
When issuingan appraisal report
Amendments are made
in compliance with the
amendments
to
"Regulations
Governing
the
Acquisition
and
Disposal of Assets by
Public
Companies"
issued by the FSC.

- - 43

Revised clause Clausein force Explanation
or opinion, the aforementioned
personnel shall complywith the
self-regulatory
rules
of
the
industry associations to which
they
belong
and
with
the
following provisions:
1. Prior to accepting a case, they
shall prudently assess their
own professional capabilities,
practical
experience,
and
independence.
2. Whenconductinga case, they
shall appropriately plan and
execute
adequate
working
procedures, in order to produce
a conclusion and use the
conclusion as the basis for
issuing the report or opinion.
The
related
working
procedures, data collected, and
conclusion shall be fully and
accurately specified in the case
working papers.
3. They shall undertake an item-
by-item evaluation of the
appropriateness
and
reasonableness of the sources
of data used, the parameters,
and the information, as the
basis for issuance of the
appraisal report or the opinion.
4. They shall issue a statement
attesting to the professional
competence and independence
of the personnel who prepared
the report or opinion, and that
they have evaluated and found
that the information used is
appropriate andreasonable,
and that they have complied
with
applicable laws
and
regulations.
or opinion, the aforementioned
personnel shall comply with the
following provisions:
1. Prior to accepting a case, they
shall prudently assess their
own professional capabilities,
practical
experience,
and
independence.
2. Whenexamininga case, they
shall appropriately plan and
execute
adequate
working
procedures, in order to produce
a conclusion and use the
conclusion as the basis for
issuing the report or opinion.
The
related
working
procedures, data collected, and
conclusion shall be fully and
accurately specified in the case
working papers.
3. They shall undertake an item-
by-item evaluation of the
comprehensiveness, accuracy,
and reasonableness of the
sources of data used, the
parameters,
and
the
information, as the basis for
issuance of the appraisal report
or the opinion.
4. They shall issue a statement
attesting to the professional
competence and independence
of the personnel who prepared
the report or opinion, and that
they have evaluated and found
that the information used is
reasonableand accurate,and
that they have complied with
applicable
laws
and
regulations.
Article 8
For the acquisition or disposal of
real property, equipment or right-
of-use assets thereofwhere the
Article 8
For the acquisition or disposal of
real property, equipment or right-
of-use assets thereofwhere the
Amendments are made
in compliance with the
amendments
to
"Regulations

- - 44

Revised clause Clausein force Explanation
transaction
amount
reaches
NT$300 million or more, the
Company, unless transacting with
a domestic government agency,
commissioning others to build on
its own land, commissioning
others to build on rented land, or
acquiring or disposing machinery
equipment or right-of-use assets
thereof held for operating use,
shall obtain an appraisal report
before the date of occurrence of
the event from a professional
appraiser and shall further comply
with the following provisions:
1. Where
due
to
special
circumstances a limited price,
specified price, or special price
must be given as a reference
basis for the transaction price,
the
transaction
shall
be
submitted for approval in
advance by the meeting of the
Board of Directors, and the
same
procedure
shall
be
followed for any subsequent
change to the terms and
conditions of the transaction
thereafter.
2. Where the transaction amount
is NT$1 billion or more,
appraisals from two or more
professional appraisers shall
be obtained.
3. Where
any
one
of
the
following
circumstances
applies with respect to the
professional
appraiser's
appraisal results, unless all the
appraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for the
assets to be disposed of are
lower than the transaction
amount, a certified public
accountant shall be engaged to
render
a specific opinion
transaction
amount
reaches
NT$300 million or more, the
Company, unless transacting with
a domestic government agency,
commissioning others to build on
its own land, commissioning
others to build on rented land, or
acquiring or disposing machinery
equipment or right-of-use assets
thereof held for operating use,
shall obtain an appraisal report
before the date of occurrence of
the event from a professional
appraiser and shall further comply
with the following provisions:
1. Where
due
to
special
circumstances a limited price,
specified price, or special price
must be given as a reference
basis for the transaction price,
the
transaction
shall
be
submitted for approval in
advance by the meeting of the
Board of Directors, and the
same
procedure
shall
be
followed for any subsequent
change to the terms and
conditions of the transaction
thereafter.
2. Where the transaction amount
is NT$1 billion or more,
appraisals from two or more
professional appraisers shall
be obtained.
3. Where
any
one
of
the
following
circumstances
applies with respect to the
professional
appraiser's
appraisal results, unless all the
appraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for the
assets to be disposed of are
lower than the transaction
amount, a certified public
accountant shall be engaged to
perform
the
appraisal
in
Governing
the
Acquisition
and
Disposal of Assets by
Public
Companies"
issued by the FSC.

- - 45

Revised clause Clausein force Explanation
regarding the reasons for the
discrepancy
and
the
appropriateness
of
the
transaction price:
(1) Where
the
discrepancy
between the appraisal result
and the transaction amount
reaches 20% or more of the
transaction amount.
(2) Where
the
discrepancy
between
the
appraisal
results of two or more
professional
appraisers
reaches 10% or more of the
transaction amount.
4. No more than three months
may elapse between the date of
the appraisal report issued by a
professional appraiser and the
contract
execution
date;
provided, where the publicly
announced current value for
the same period is used and not
more than six months have
elapsed, an opinion may still
be issued by the original
professional appraiser.
While dealing with the acquisition
or disposal of real property,
equipment or right-of-use assets
thereof not contained in the
preceding Paragraph, the first-
echelon
units
in
charge
of
acquiring or disposing of real
property or right-of-use assets
thereof shall refer to the declared
current value, assessed value, the
actual
transaction
prices
of
neighboring real properties and
the leasing market for setting a
transactionprice;and the first-
accordance with the provisions
of Statement of Auditing
Standards No. 20 published by
ROC Accounting Research
and Development Foundation
(hereinafter
"ARDF")
and
render
a
specific
opinion
regarding the reasons for the
discrepancy
and
the
appropriateness
of
the
transaction price:
(1) Where
the
discrepancy
between the appraisal result
and the transaction amount
reaches 20% or more of the
transaction amount.
(2) Where
the
discrepancy
between
the
appraisal
results of two or more
professional
appraisers
reaches 10% or more of the
transaction amount.
4. No more than three months
may elapse between the date of
the appraisal report issued by a
professional appraiser and the
contract
execution
date;
provided, where the publicly
announced current value for
the same period is used and not
more than six months have
elapsed, an opinion may still
be issued by the original
professional appraiser.
While dealing with the acquisition
or disposal of real property,
equipment or right-of-use assets
thereof not contained in the
preceding Paragraph, the first-
echelon
units
in
charge
of
acquiring or disposing of real
property or right-of-use assets
thereof shall refer to the declared
current value, assessed value, the
actual
transaction
prices
of
neighboring real properties and
the leasing market for setting a
transactionprice;and the first-

- - 46

Revised clause Clausein force Explanation
echelon
units
in
charge
of
acquiring
or
disposing
of
equipment or right-of-use assets
thereof
shall
refer
to
past
transaction prices for same or
similar assets experienced by the
Company or those in the same
industry, or the leasing market for
setting a transaction price, as a
reference for levels in authority to
estimate the transaction price.
echelon
units
in
charge
of
acquiring
or
disposing
of
equipment or right-of-use assets
thereof
shall
refer
to
past
transaction prices for same or
similar assets experienced by the
Company or those in the same
industry, or the leasing market for
setting a transaction price, as a
reference for levels in authority to
estimate the transaction price.
Article 9
When acquiring or disposing of
securities, the Company shall,
before the date of occurrence of
the event, obtain the most recent
financial statement from the
issuing company, audited and
reviewed by a certified public
accountant (CPA), for reference
in appraising the transaction price.
In
any
of
the
following
circumstances
where
the
transaction
amount
reaches
NT$300 million or more, the
Company shall engage a CPA to
render
an
opinion
on
the
reasonableness of the transaction
price
before
the
date
of
occurrence of the event. However,
securities with quoted prices in an
active market or covered by other
regulations of the FSC are not
subject to this restriction.
Exceptions
in
the
preceding
paragraph refer to the following:
1. Securities acquired by means
of cash subscriptions when
establishing a company by
founders or byoffering public
Article 9
When acquiring or disposing of
securities, the Company shall,
before the date of occurrence of
the event, obtain the most recent
financial statement from the
issuing company, audited and
reviewed by a certified public
accountant (CPA), for reference
in appraising the transaction price.
In
any
of
the
following
circumstances
where
the
transaction
amount
reaches
NT$300 million or more, the
Company shall engage a CPA to
render
an
opinion
on
the
reasonableness of the transaction
price
before
the
date
of
occurrence of the event.If the
CPA needs to use the report of an
expert as evidence, he/she shall do
so
in
accordance
with
the
provisions
of
Statement
of
Auditing
Standards
No.
20
published by the Accounting
Research
and
Development
Foundation (ARDF).However,
securities with quoted prices in an
active market or covered by other
regulations of the FSC are not
subject to this restriction.
Exceptions
in
the
preceding
paragraph refer to the following:
1. Securities acquired by means
of cash subscriptions when
establishing a company by
founders or byoffering public
Amendments are made
in compliance with the
amendments
to
"Regulations
Governing
the
Acquisition
and
Disposal of Assets by
Public
Companies"
issued by the FSC.

- - 47

Revised clause Clausein force Explanation
shares in accordance with the
law,
where
the
rights
represented by the acquired
securities are commensurate
with the proportion of capital
contributed.
2. Acquisition
of
securities
issued by the target company
based on par value in order to
increase
cash
capital
in
accordance with the relevant
regulations.
3. Acquisition
of
securities
issued by direct or indirect
wholly-owned subsidiary for
the purpose of increasing cash
capital, or mutual acquisition
of securities issued by wholly-
owned
subsidiaries
among
these
wholly-owned
subsidiaries for the purpose of
increasing cash capital.
4. Listed, traded, and emerging
securities traded in
stock
exchanges or by brokers.
5. Domestic government bonds,
or
bonds
traded
with
repurchase
or
resale
agreements.
6. Publicly offered funds.
7. Listed
(or
OTC)
stocks
acquired or disposed of in
accordance with the rules and
regulations promulgated by
Taiwan
Stock
Exchange
Corporation (TWSE) or Taipei
Exchange (TPEx) with regard
to tender offer or auction of
listed (or OTC) stocks.
8. Participation in subscription to
shares issued by domestic
public companies
for the
purpose of increasing cash
capital
or
domestic
subscription
of
corporate
bonds
(including
bank
debentures),
where
the
shares in accordance with the
law,
where
the
rights
represented by the acquired
securities are commensurate
with the proportion of capital
contributed.
2. Acquisition
of
securities
issued by the target company
based on par value in order to
increase
cash
capital
in
accordance with the relevant
regulations.
3. Acquisition
of
securities
issued by direct or indirect
wholly-owned subsidiary for
the purpose of increasing cash
capital, or mutual acquisition
of securities issued by wholly-
owned
subsidiaries
among
these
wholly-owned
subsidiaries for the purpose of
increasing cash capital.
4. Listed, traded, and emerging
securities
traded
in
stock
exchanges or by brokers.
5. Domestic government bonds,
or
bonds
traded
with
repurchase
or
resale
agreements.
6. Publicly offered funds.
7. Listed
(or
OTC)
stocks
acquired or disposed of in
accordance with the rules and
regulations promulgated by
Taiwan
Stock
Exchange
Corporation (TWSE) or Taipei
Exchange (TPEx) with regard
to tender offer or auction of
listed (or OTC) stocks.
8. Participation in subscription to
shares issued by domestic
public
companies
for
the
purpose of increasing cash
capital
or
domestic
subscription
of
corporate
bonds
(including
bank
debentures),
where
the

- - 48

Revised clause Clausein force Explanation
securities are not acquired
through private placement.
9. Subscription
to
domestic
privately placed fund prior to
the establishment of the funds
in accordance with Paragraph
1, Article 11 of the Securities
Investment
Trust
and
Consulting
Act,
or
subscription to or redemption
of a domestic privately placed
fund, provided that the trust
agreement
for
the
fund
specifies
an
investment
strategy in which, aside from
securities margin transactions
and open positions held in
securities-related products, the
investment
scope
of
the
remaining portion is the same
as that of a publicly offered
fund.
10. Other situations regulated by
the FSC.
securities are not acquired
through private placement.
9. Subscription
to
domestic
privately placed fund prior to
the establishment of the funds
in accordance with Paragraph
1, Article 11 of the Securities
Investment
Trust
and
Consulting
Act,
or
subscription to or redemption
of a domestic privately placed
fund, provided that the trust
agreement
for
the
fund
specifies
an
investment
strategy in which, aside from
securities margin transactions
and open positions held in
securities-related products, the
investment
scope
of
the
remaining portion is the same
as that of a publicly offered
fund.
10. Other situations regulated by
the FSC.
Article 10
Where the Company acquires or
disposes of intangible assets or
right-of-use assets thereof, or
memberships and the transaction
amount reaches NT$300 million
or more, except in transactions
with a domestic government
agency,
the
Company
shall
engage a CPA to render an
opinion on the reasonableness of
the transaction price before the
date of occurrence of the event.
Article 10
Where the Company acquires or
disposes of intangible assets or
right-of-use assets thereof, or
memberships and the transaction
amount reaches NT$300 million
or more, except in transactions
with a domestic government
agency,
the
Company
shall
engage a CPA to render an
opinion on the reasonableness of
the transaction price before the
date of occurrence of the event.
The CPA shall comply with the
provisions
of
Statement
of
Auditing
Standards
No.
20
published by ARDF.
Amendments are made
in compliance with the
amendments
to
"Regulations
Governing
the
Acquisition
and
Disposal of Assets by
Public
Companies"
issued by the FSC.
Article 13
When the Company intends to
acquire or dispose of real property
or right-of-use assets thereof from
or to a related party, or when it
intends to acquire or dispose of
Article 13
When the Company intends to
acquire or dispose of real property
or right-of-use assets thereof from
or to a related party, or when it
intends to acquire or dispose of
Amendments are made
in compliance with the
amendments
to
"Regulations
Governing
the
Acquisition
and

- - 49

Revised clause Clausein force Explanation
assets other than real property or
right-of-use assets thereof from or
to a related party and the
transaction
amount
reaches
NT$300 million or more, except
the
trading
of
domestic
government bonds or bonds under
repurchase and resale agreements,
or subscription or redemption of
money market funds issued by
domestic securities investment
trust enterprises, the Company
may not proceed to enter into a
transaction contract or make a
payment
until
the
following
matters have been approved by
the Board of Directors:
1. The purpose, necessity, and
anticipated benefit of the
acquisition or disposal of the
asset.
2. The reason for choosing the
related party as a trading
counterparty.
3. With respect to the acquisition
of real property or right-of-use
assets thereof from a related
party, information regarding
appraisal of the reasonableness
of the preliminary transaction
terms in accordance with
Article 14 and Article 15 of the
Procedures.
4. The date and price at which the
related
party
originally
acquired the real property, the
original trading counterparty,
and that trading counterparty's
relationship to the Company
and the related party.
5. Monthly cash flow forecasts
for the year commencing from
the
anticipated
month
of
signing of the contract, and
evaluation of the necessity of
the
transaction,
and
reasonableness of the funds
utilization.
assets other than real property or
right-of-use assets thereof from or
to a related party and the
transaction
amount
reaches
NT$300 million or more, except
the
trading
of
domestic
government bonds or bonds under
repurchase and resale agreements,
or subscription or redemption of
money market funds issued by
domestic securities investment
trust enterprises, the Company
may not proceed to enter into a
transaction contract or make a
payment
until
the
following
matters have been approved by
the Board of Directors:
1. The purpose, necessity, and
anticipated benefit of the
acquisition or disposal of the
asset.
2. The reason for choosing the
related party as a trading
counterparty.
3. With respect to the acquisition
of real property or right-of-use
assets thereof from a related
party, information regarding
appraisal of the reasonableness
of the preliminary transaction
terms in accordance with
Article 14 and Article 15 of the
Procedures.
4. The date and price at which the
related
party
originally
acquired the real property, the
original trading counterparty,
and that trading counterparty's
relationship to the Company
and the related party.
5. Monthly cash flow forecasts
for the year commencing from
the
anticipated
month
of
signing of the contract, and
evaluation of the necessity of
the
transaction,
and
reasonableness of the funds
utilization.
Disposal of Assets by
Public
Companies"
issued by the FSC.

- - 50

Revised clause Clausein force Explanation
6. An appraisal report from a
professional appraiser or a
certified public accountant's
opinion
obtained
in
compliance with the preceding
article.
7. Restrictive
covenants
and
other important stipulations
associated with the transaction.
For the following transactions
between the Company and its
subsidiaries,
the
Board
of
Directors
may
delegate
the
Chairman to decide such matters
when the transaction is within a
certain amount and have the
decisions subsequently submitted
to and ratified by the next Board
Meeting:
1. Acquisition or disposal of
equipment
or
right-of-use
assets thereof for business use.
2. Acquisition or disposal of real
property right-of-use assets for
business use.
If the Company or a subsidiary of
the Company that is not a
domestic public company will
have a transaction set out in
Paragraph 1 and the transaction
amount will reach 10% or more of
the Company's total assets, the
Company
shall
submit
the
materials in all the subparagraphs
of
Paragraph
1
to
the
Shareholders'
Meeting
for
approval before the transaction
contract may be entered into and
any payment made. However, this
restriction does not apply to
transactions
between
the
Company and its subsidiaries or
between its subsidiaries.

6. An appraisal report from a
professional appraiser or a
certified public accountant's
opinion
obtained
in
compliance with the preceding
article.
7. Restrictive
covenants
and
other important stipulations
associated with the transaction.
For the following transactions
between the Company and its
subsidiaries,
the
Board
of
Directors
may
delegate
the
Chairman to decide such matters
when the transaction is within a
certain amount and have the
decisions subsequently submitted
to and ratified by the next Board
Meeting:
1. Acquisition or disposal of
equipment
or
right-of-use
assets thereof for business use.
2. Acquisition or disposal of real
property right-of-use assets for
business use.
Article 22
Under any of the following
circumstances,
the
Company
acquiringor disposingof assets,
Article 22
Under any of the following
circumstances,
the
Company
acquiringor disposingof assets,
Amendments are made
in compliance with the
amendments
to
"Regulations

- - 51

Revised clause Clausein force Explanation
based on the nature of the event,
shall publicly announce and
report the relevant information on
the FSC's designated website
according to the format and
content required by FSC within
two days from the date of
occurrence of the event:
1. Acquisition or disposal of real
property or
right-of-use
assets thereof from or to a
related party, or acquisition or
disposal of assets other than
real property or right-of-use
assets thereof from or to a
related
party
where
the
transaction amount reaches
NT$300 million or more.
However, this shall not apply
to
trading
of
domestic
government bonds or bonds
under repurchase and resale
agreements, or subscription or
redemption of money market
funds issued by domestic
securities
investment
trust
enterprises.
2. Merger, demerger, acquisition,
or transfer of shares.
3. Loss from derivatives trading
reaching the limit on aggregate
loss or loss on individual
contract stipulated in Sub-item
2, Item 5, Subparagraph 1,
Article 17 of the Procedures.
4. Acquisition or disposal of
equipment
or
right-of-use
assets thereof for business use,
in
which
the
trading
counterparty is not a related
party, and the transaction
amount reaches NT$1 billion
or above.
5. Acquisition of real property by
engaging others to build on the
Company's
own
land,
engaging others to build on
rented land, joint construction
based on the nature of the event,
shall publicly announce and
report the relevant information on
the FSC's designated website
according to the format and
content required by FSC within
two days from the date of
occurrence of the event:
1. Acquisition or disposal of real
property or
right-of-use
assets thereof from or to a
related party, or acquisition or
disposal of assets other than
real property or right-of-use
assets thereof from or to a
related
party
where
the
transaction amount reaches
NT$300 million or more.
However, this shall not apply
to
trading
of
domestic
government bonds or bonds
under repurchase and resale
agreements, or subscription or
redemption of money market
funds issued by domestic
securities
investment
trust
enterprises.
2. Merger, demerger, acquisition,
or transfer of shares.
3. Loss from derivatives trading
reaching the limit on aggregate
loss or loss on individual
contract stipulated in Sub-item
2, Item 5, Subparagraph 1,
Article 17 of the Procedures.
4. Acquisition or disposal of
equipment
or
right-of-use
assets thereof for business use,
in
which
the
trading
counterparty is not a related
party, and the transaction
amount reaches NT$1 billion
or above.
5. Acquisition of real property by
engaging others to build on the
Company's
own
land,
engaging others to build on
rented land, joint construction
Governing
the
Acquisition
and
Disposal of Assets by
Public
Companies"
issued by the FSC.

- - 52

Revised clause Clausein force Explanation
and allocation of housing
units, joint construction and
allocation
of
ownership
percentages,
or
joint
construction and separate sale,
in
which
the
trading
counterparty is not a related
party,
and
the
Company
expects to invest NT$500
million or more.
6. Where an asset transaction
other than any of those referred
to in the preceding five
subparagraphs
or
an
investment in Mainland China
reaches NT$300 million or
more; however, this shall not
apply
to
the
following
circumstances:
(1) Trading
of
domestic
government
bonds
or
foreign government bonds
with a rating that is not
lower than the sovereign
rating of Taiwan.
(2) Trading of bonds under
repurchase/resale
agreements, or subscription
or redemption of money
market funds issued by
domestic
securities
investment trust enterprises.
The Company shall compile
monthly reports on the status of
derivatives trading engaged in up
to the end of the preceding month
by itself and any subsidiaries that
are
not
domestic
public
companies
and
enter
the
information in the prescribed
format
into
the
information
reporting website designated by
the FSC by the tenth day of each
month.
When the Company at the time of
public announcement makes an
error or omission in an item
required byregulations to be
and allocation of housing units,
joint
construction
and
allocation
of
ownership
percentages,
or
joint
construction and separate sale,
in
which
the
trading
counterparty is not a related
party,
and
the
Company
expects to invest NT$500
million or more.
6. Where an asset transaction
other than any of those referred
to in the preceding five
subparagraphs
or
an
investment in Mainland China
reaches NT$300 million or
more; however, this shall not
apply
to
the
following
circumstances:
(1) Trading
of
domestic
government bonds.
(2) Trading of bonds under
repurchase/resale
agreements, or subscription
or redemption of money
market funds issued by
domestic
securities
investment trust enterprises.
The Company shall compile
monthly reports on the status of
derivatives trading engaged in up
to the end of the preceding month
by itself and any subsidiaries that
are
not
domestic
public
companies
and
enter
the
information in the prescribed
format
into
the
information
reporting website designated by
the FSC by the tenth day of each
month.
When the Company at the time of
public announcement makes an
error or omission in an item
required byregulations to be

- - 53

Revised clause Clausein force Explanation
publicly announced and so is
required to correct it, all the items
shall be again publicly announced
and reported in their entirety
within
two
days
counting
inclusively from the date of
knowing
of
such
error
or
omission.
In acquiring or disposing of assets,
the Company shall keep all
relevant
contracts,
meeting
minutes, log books, appraisal
reports and CPA, attorney, and
securities underwriter opinions at
the
Company’s
headquarter,
where they shall be retained for
five years except where another
act provides otherwise.
publicly announced and so is
required to correct it, all the items
shall be again publicly announced
and reported in their entirety
within
two
days
counting
inclusively from the date of
knowing
of
such
error
or
omission.
In acquiring or disposing of assets,
the Company shall keep all
relevant
contracts,
meeting
minutes, log books, appraisal
reports and CPA, attorney, and
securities underwriter opinions at
the
Company’s
headquarter,
where they shall be retained for
five years except where another
act provides otherwise.

- - 54

Directors Election

1. Proposal:

Election of 11 Directors (including 3 Independent Directors) of the 18th Board of Directors

Proposed by the Board of Directors

Explanatory Note:

  • (1) The term of the 11 Directors (including 3 Independent Directors) of the 17th Board of Directors will expire on June 18, 2022. It is planned to elect all of the 11 Directors (including 3 Independent Directors) of the 18th Board of Directors, serving a term of three years from June 17, 2022 to June 16, 2025. The term of the original 17th Board of Directors complies with the provisions of Article 199-1 of the Company Act, which stipulates that "where all directors of a company are re-elected, prior to the expiration of the term of office of existing directors, and in the absence of a resolution that existing directors will not be discharged until the expiry of their present term of office, all existing directors shall be deemed discharged in advance."

  • (2) The candidate nomination system is adopted in the election of the 18th Board of Directors. Shareholders shall elect the Directors from the list of the nominated candidates as follows.

Election result:

- - 55

List of Candidates for Directors of the 18th Board of Directors

List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors List of Candidates for Directors of the 18th Board of Directors
No. Title
(Director,
Independent
Director)
Name Education Experience Current Position Juristic
Person
Represented
1 Director Chao-Tung
Wong
PhD in Resource
Engineering,
National Cheng
Kung University
President, China
Steel Corporation;
Chairman, China
Ecotek
Corporation
Chairman, China
Steel Corporation
Ministry of
Economic
Affairs
2 Director Wen-Sheng
Tseng
Bachelor of Civil
Engineering,
National Taiwan
University
Director-General,
Economic
Development
Bureau,
Kaohsiung City
Government
Deputy Minister,
Ministry of
Economic Affairs
Ministry of
Economic
Affairs
3 Director Ming-Jong
Liou
PhD in Industrial
Management,
National Taiwan
University of
Science and
Technology
Director-General,
Bureau of
Standards,
Metrology and
Inspection,
M.O.E.A
Director, State-
Owned Enterprise
Commission,
Ministry of
Economic Affairs
Ministry of
Economic
Affairs
4 Director Shyi-Chin
Wang
PhD in Materials
Science, National
Sun Yat-sen
University
Executive Vice
President, China
Steel Corporation
President, China
Steel Corporation
Chiun Yu
Investment
Corporation
5 Director Chien-Chih
Hwang
Bachelor of
Economics,
Tunghai
University
Vice President of
Commercial
Division, China
SteelCorporation
Executive Vice
President, China
Steel Corporation
Ever
Wealthy
International
Corporation
6 Director Cheng-I
Weng
PhD in
Mechanical
Engineering,
University of
Rochester, U.S.A.
President,
National Cheng
Kung University;
Chairman,
Industrial
Technology
Research Institute
Adjunct Chair
Professor, Kun
Shan University
Hung Kao
Investment
Corporation
7 Director Yueh-Kun
Yang
Master of
Business
Management,
National Sun Yat-
sen University
Assistant Vice
President of
Finance Division,
China Steel
Corporation
Vice President of
Finance Division,
China Steel
Corporation
Gau Ruei
Investment
Corporation
8 Director Chun-Sheng
Chen
Electrical
Engineering,
National Taitung
Junior College
Executive
Director, Labor
Union of China
Steel Corporation,
Kaohsiung City
President, Labor
Union of China
Steel Corporation,
Kaohsiung City
Labor
Union of
China Steel
Corporation,
Kaohsiung
City

- - 56

List of Candidates for Independent Directors of the 18th Board of Directors

List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors List of Candidates for Independent Directors of the 18th Board of Directors
No. Title
(Director,
Independent
Director)
Name Education Experience Current Position Juristic
Person
Represented
9 Independent
Director
Shyue-Bin
Chang
PhD in Mechanical
and
Aerospace
Engineering,
Cornell University,
U.S.A.
Chair Professor
and Vice
President, Kao
Yuan University
Honorary
Professor, Kao
Yuan University
10 Independent
Director
Min-Hsiung
Hon
PhD in Materials
Science and
Engineering, North
Carolina State
University, U.S.A.
Professor,
Department of
Materials Science
and Engineering,
National Cheng
KungUniversity
Emeritus
Professor, National
Cheng Kung
University
11 Independent
Director
Lan-Feng
Kao
PhD in
Accounting,
National Cheng
Kung University
Chairman,
Department of
Finance, National
University of
Kaohsiung
Professor,
Department of
Finance, National
University of
Kaohsiung

- - 57

Other Proposals

1. Proposal:

To release the prohibition on Mr. Chao-Tung Wong, when elected as the Director of the 18th Board of Directors, from holding the position in China Ecotek Corporation, Chung Hung Steel Corporation and Taiwan High Speed Rail Corporation to protect the investment rights of the Company.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Chao-Tung Wong is holding the following positions in these three companies:

Invested Company Concurrent Post Business Relationship with CSC
China Ecotek Corporation Director Engineering of environmental
protection and steel construction
Chung Hung Steel Corporation Director Manufacturing of steel products
Taiwan High Speed Rail
Corporation
Director Machinery installation

(3) Although the Company is related to the aforesaid companies in part of its business, the products and services provided by the Company and these companies belong to different market segments. The Company

- - 58

may thereby protect its investment rights and benefit from Mr. ChaoTung Wong’s serving in the board of these aforesaid companies by participating in important operating decisions and monitoring the execution of business strategies.

Resolution:

- - 59

2. Proposal:

To release the prohibition on Mr. Wen-Sheng Tseng, when elected as the Director of the 18th Board of Directors, from holding the position in Taiwan Power Company.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Wen-Sheng Tseng is holding the following position:

Company Concurrent Post Business Relationship with CSC
Taiwan Power Company Director Machinery installation
  • (3) Although the Company is related to the aforesaid company in part of its business, the products and services provided by the two companies belong to different market segments. The Company may thereby benefit from Mr. Wen-Sheng Tseng’s serving in the board of the aforesaid company by monitoring the execution of the Company's business strategies with his expertise.

Resolution:

- - 60

3. Proposal:

To release the prohibition on Mr. Ming-Jong Liou, when elected as the Director of the 18th Board of Directors, from holding the position in Aerospace Industrial Development Corporation.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Ming-Jong Liou is holding the following position:

Company Concurrent Post Business Relationship with CSC
Aerospace Industrial
Development Corporation
Director Metal heat treating;
Metal surface treating
  • (3) Although the Company is related to the aforesaid company in part of its business, the products and services provided by the two companies belong to different market segments. The Company may thereby benefit from Mr. Ming-Jong Liou’s serving in the board of the aforesaid company by monitoring the execution of the Company's business strategies with his expertise.

Resolution:

- - 61

4. Proposal:

To release the prohibition on Mr. Shyi-Chin Wang, when elected as the Director of the 18th Board of Directors, from holding the position in China Ecotek Corporation to protect the investment rights of the Company.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Shyi-Chin Wang is holding the following position:

Invested Company Concurrent Post Business Relationship with CSC
China Ecotek Corporation Director Engineering of environmental
protection and steel construction
  • (3) Although the Company is related to the aforesaid company in part of its business, the products and services provided by the two companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Shyi-Chin Wang’s serving in the board of the aforesaid company by participating in important operating decisions and monitoring the execution of business strategies.

Resolution:

- - 62

5. Proposal:

To release the prohibition on Mr. Chien-Chih Hwang, when elected as the Director of the 18th Board of Directors, from holding the position in China Steel Structure Co., Ltd., CSBC Corporation, Taiwan, Formosa Ha Tinh (Cayman) Limited and Formosa Ha Tinh Steel Corporation to protect the investment rights of the Company.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Chien-Chih Hwang is holding the following positions in these four companies:

companies:
Invested Company Concurrent Post Business Relationship with CSC
China Steel Structure Co., Ltd. Director Iron and steel rolling, drawing,
and extruding;
Machinery and equipment
manufacturing
CSBC Corporation, Taiwan Director Steel casting;
Machinery and equipment
manufacturing
Formosa Ha Tinh (Cayman)
Limited
Director The holding company of Formosa
Ha Tinh Steel Corporation, an
integrated steel mill
Formosa Ha Tinh Steel
Corporation
Director Integrated steel mill

- - 63

  • (3) Although the Company is related to the aforesaid companies in part of its business, the products and services provided by the Company and these companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. ChienChih Hwang’s serving in the board of these aforesaid companies by participating in important operating decisions and monitoring the execution of business strategies.

Resolution:

- - 64

6. Proposal:

To release the prohibition on Mr. Yueh-Kun Yang, when elected as the Director of the 18th Board of Directors, from holding the position in C.S.Aluminium Corporation to protect the investment rights of the Company.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Yueh-Kun Yang is holding the following position:

Invested Company Concurrent Post Business Relationship with CSC
C.S.Aluminium Corporation Director Metal heat treating;
Metal surface treating
  • (3) Although the Company is related to the aforesaid company in part of its business, the products and services provided by the two companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Yueh-Kun Yang’s serving in the board of the aforesaid company by participating in important operating decisions and monitoring the execution of business strategies.

Resolution:

- - 65

7. Proposal:

To release the prohibition on Mr. Shyue-Bin Chang, when elected as the Independent Director of the 18th Board of Directors, from holding the position in Advanced International Multitech Co., Ltd. and Hiwin Mikrosystem Corp.

Proposed by the Board of Directors

Explanatory Note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act: A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Shyue-Bin Chang is holding the following positions in these two companies:

companies:
Company Concurrent Post Business Relationship with CSC
Advanced International
Multitech Co., Ltd.
Independent
Director
Machinery and equipment
manufacturing
Hiwin Mikrosystem Corp. Independent
Director
Machinery and equipment
manufacturing
  • (3) Although the Company is related to the aforesaid companies in part of its business, the products and services provided by the Company and these companies belong to different market segments. The Company may thereby benefit from Mr. Shyue-Bin Chang’s serving in the board of the aforesaid companies by monitoring the execution of the Company's business strategies with his expertise.

Resolution:

- - 66

Extraordinary Motions

- - 67

Rules and Regulations

1.

China Steel Corporation Rules Governing Procedures for Shareholders’ Meeting

The Rules are agreed and signed on 1975, firstly amended on 1982, secondly amended on 1984, thirdly amended on 1997, fourthly amended on 2004, fifthly amended on 2006, sixthly amended on 2008, seventhly amended on 2011, eighthly amended on 2012, ninthly amended on 2015, tenthly amended on 2016, eleventhly amended on 2019, twelfthly amended on 2021.

  • Article 1 Shareholders’ Meeting of the Company (the “Meeting”), except as otherwise stipulated by law or the Articles of Incorporation, shall be conducted in accordance with these Rules.

  • Article 2 Unless relevant laws and regulations provide otherwise, the Company’s Meeting shall be convened by the Board of Directors.

Reasons for convening the Regular Meeting or Extraordinary Meeting shall be specified in the notice and announcement given to the shareholders at least thirty days or fifteen days prior to the Meeting date. The notice may be given by means of electronic communication if the Company obtains prior consent by the recipients. The announcement for shareholders who own less than 1,000 shares of nominal stocks may be made as referred to the next paragraph of this Article.

Thirty days before the Company convenes a Regular Meeting or fifteen days before an Extraordinary Meeting, the Company shall prepare electronic files of the Meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the Meeting agenda, and upload them to the Market Observation Post System.

Where there are proposals relating to election or dismissal of directors, amendments to the Articles, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger or spinoff of the Company, or relating to Paragraph 1, Article 185 of the Company Act, Article 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, these proposals shall be enumerated in the notice of the reasons for convening the Meeting and extraordinary motions for such proposals shall be prohibited. The essential contents of the above proposals may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the above notice.

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, such inauguration date shall not be altered by any extraordinary motion or otherwise in the said meeting after the completion of the re-election in the same meeting.

Shareholders holding one percent or more of the total number of outstanding shares may propose in writing to the Company a proposal for discussion at a Regular Meeting, provided only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. Proposals that are under the circumstances as specified in Paragraph 4, Article 172-1 of the Company Act may not be included in the agenda by the Board of Directors.

Prior to the date on which share transfer registration is suspended before convening the Regular

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Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals in writing or by way of electronic transmission. The period for accepting such proposals shall be no less than ten days.

The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred. The shareholder who has submitted a proposal shall attend, in person or by proxy, the Meeting where his/her proposal is to be discussed and shall take part in the discussion of such proposal.

The Company shall, prior to preparing and delivering the Meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the Meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the Meeting to be convened.

  • Article 2-1The Company shall prepare the agenda handbook for the Meeting in compliance with the rules by the competent authorities.

Twenty-one days before the Company is to convene a Regular Meeting, or 15 days before an Extraordinary Meeting, it shall prepare an electronic file of the annual report, annual financial statements, the Meeting notice, the Meeting agenda handbook and the supplemental materials in both Chinese and English, and upload it to the Market Observation Post System. Fifteen days before the Company is to convene a Meeting, it shall prepare the Meeting agenda handbook and supplemental 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 the professional stock registrar and transfer agent designated by the Company, and distributed on-site at the Meeting.

  • Article 3 A shareholder may appoint a proxy to attend a Meeting in his/her behalf by executing a proxy form printed and issued by the Company stating therein the scope of power authorized to the proxy.

A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form on the Company no later than five days prior to the date of the Meeting. When two or more written proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to rescind the previous written proxy form is made in the proxy form which comes later.

After the service of the proxy form on the Company, in case the shareholder issuing the said proxy form intends to attend the Meeting in person or to exercise his/her voting rights in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the Meeting. Otherwise, the voting rights exercised by the authorized proxy at the Meeting shall prevail.

  • Article 3-1The Company shall state in the Meeting notice that a shareholder who does not attend the Meeting nor authorize a proxy to attend the Meeting may exercise his/her voting rights in writing or by way of electronic transmission. A shareholder who exercises voting rights at a Meeting in writing or by way of electronic transmission shall be deemed to have attended the said Meeting in person, but shall be deemed to have waived his/her voting rights with respect to any extraordinary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said Meeting.

A shareholder who intends to exercise voting rights in writing or by way of electronic transmission as in the preceding paragraph shall serve a declaration of intent on the Company

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two days prior to the date of the Meeting, whereas if two or more declarations of the same intention are served on the Company, the first declaration of such intention received shall prevail; unless an explicit statement to rescind the previous declaration is made in the declaration which comes later.

In case a shareholder who has exercised voting rights in writing or by way of electronic transmission intends to attend the Meeting in person, he/she shall, two days prior to the date of the Meeting and in the same manner previously used in exercising his/her voting rights, serve a separate declaration of intent to rescind previous declaration of intent made in exercising the voting rights under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intent, the voting rights exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised voting rights in writing or by way of electronic transmission, and has also authorized a proxy to attend the Meeting, then the voting rights exercised by the authorized proxy for the said shareholder shall prevail.

  • Article 4 The Meeting shall be convened at the location of the Company or at any place that facilitates shareholder attendance and is suitable for the convening of a Meeting. Starting times of Meetings shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon.

  • Article 5 The Company shall specify the timeframe and location for shareholders’ attendance registration, and other important notes.

The aforementioned timeframe for shareholders’ attendance registration shall be at least thirty minutes before the time scheduled to start the Meeting. The Company shall set clear sign and assign sufficient numbers of suitable personnel to handle attendance registrations at the location.

Shareholders themselves or the proxies designated by the shareholders (hereinafter, "shareholders") shall be admitted to attend Meetings based on the attendance badge, the attendance sign-in card, and other evidentiary documents. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also carry proof of identification and have such proof ready for checking.

The Company shall deliver the agenda booklet, the annual report, the attendance badge, the attendance sign-in card, the comments form, the ballot and other Meeting materials to shareholders who attend the Meeting; if Directors are being elected, election ballots should also be enclosed.

For government and corporate shareholders, the number of representatives present at a Meeting is not limited to one person. When a juristic person is commissioned to attend a Meeting, it may only appoint one representative to attend.

  • Article 6 If the Board of Directors convenes a Meeting, the position of the Chairman of the Meeting is filled by the Chairman of the Board. If the Chairman of the Board takes leave or is unable to exercise functional responsibilities with cause, the Chairman of the Board shall appoint one Director to act as agent. In cases where the Chairman of the Board has not appointed an agent, the Directors will nominate one person from among themselves to act on his/her behalf.

In the case that a Director is appointed to act as the aforementioned Chairman of the Meeting, the Director shall be the one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same provision shall apply mutatis mutandis to the case that the Chairman of the Meeting is acted by the representative of a Juristic Director.

If the Meeting is convened by a person with convening authority other than the Chairman of the

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Board, the position of the Chairman of the Meeting is filled by the said authorized convener. If there are two or more authorized conveners, they shall nominate one person from among themselves to fill the position.

  • Article 7 Meetings convened by the Board of Directors shall be hosted by the Chairman of the Board and attended in person by a majority of the Directors on the Board, the convener of the Audit Committee, and at least one representative from each Board Committees. The attendance shall be recorded in minutes of the Meeting.

The Company may designate retained attorneys, accountants or relevant personnel as nonvoting attendees at Meetings.

  • Article 8 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  • Article 9 The calculation basis for attendance at the Meeting shall be shares. Number of shares of shareholders present at the meeting shall be calculated based on the sign-in cards submitted. Should the voting rights at the Meeting be exercised in writing or by way of electronic transmission as in Paragraph 1, Article 3-1, the number of votes thereof shall be included.

During the course of Meetings, the number of votes of shareholders present at the meeting shall be continuously projected on a screen located on the rostrum. If the total number increases, the number should be updated real-time.

  • Article 10 When the Meeting time arrives, the Chairman of the Meeting shall immediately announce the start of the Meeting and the information on shares with no voting rights as well as the number of shares in attendance, except when a quorum of shareholders representing more than half of the outstanding shares is not present, in which case the Chairman of the Meeting shall announce a postponement of the Meeting. The number of postponements is limited to two, and the total time of the postponements must not exceed one hour. If, after two postponements, there is still not a quorum of shareholders representing more than half of the number of outstanding shares present, with the exception of instances handled in accordance with Paragraph 2, the Chairman of the Meeting shall announce failure to convene the Meeting due to the lack of a quorum.

If, after the two postponements in the preceding paragraph, there is still an insufficient quorum, but shareholders representing one-third or more of outstanding shares are present, the Meeting may be stipulated as a tentative resolution in accordance with Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be reconvened within one month. However, special resolution matters stipulated by the Company Act and other regulations or Articles are not applicable in this case.

Prior to the conclusion of the current Meeting, if the number of shares represented by the shareholders present reaches a majority of outstanding shares, the Chairman of the Meeting may resubmit tentative resolutions already made for a vote by the shareholders in accordance with the provisions of Article 174 of the Company Act.

  • Article 11 For Meetings convened by the Board of Directors, the Meeting agenda shall be set by the Board of Directors. Meetings shall proceed according to the arranged agenda, which must not be changed without a resolution of the Meeting.

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For Meetings convened by authorized conveners other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

Prior to the conclusion of proceedings for the arranged agendas in the preceding two paragraphs (including extraordinary motions), without a resolution, the Chairman of the Meeting must not declare the Meeting adjourned; in the event that the Chairman of the Meeting declares the Meeting adjourned in violation of these rules, the other members of the Board of Directors shall quickly assist shareholders present to follow legal procedures to elect someone to serve as Chairman of the Meeting by a majority vote of the number of votes of shareholders present at the Meeting, in order to continue with the Meeting.

When procedures conclude, after the Chairman of the Meeting has declared the Meeting adjourned in accordance with these rules, shareholders must not elect another Chairman of the Meeting to hold a Meeting at the same site or another site.

  • Article 12 The Chairman of the Meeting shall strictly enforce these rules from a position of impartiality and detachment to enable the Meeting to proceed smoothly.

  • Shareholders present are obligated to adhere to these rules, to take the floor politely, and to maintain order in the Meeting venue.

  • Article 13 Prior to taking the floor, shareholders present must complete a speech note stating the key points to be expressed and the account number and name of the shareholder. The sequence of speakers will be arranged by the Chairman of the Meeting.

Shareholders present that only submit speech notes but do not speak shall be deemed as not having spoken. In the event that the content expressed does not match that of the speech note, the content expressed shall prevail.

Without the consent of the Chairman of the Meeting, each shareholder may speak no more than two times on the same agenda item, and each time may not exceed five minutes. If shareholders’ speeches violate provisions or exceed the scope of the agenda item, the Chairman of the Meeting may restrain shareholders from speaking.

When shareholders present take the floor, the other shareholders must not speak to interrupt them unless they have solicited and received the consent of the Chairman of the Meeting and the speaking shareholder; the Chairman of the Meeting shall restrain violators.

In the event that corporate shareholders have designated two or more representatives to attend the Meeting, only one person may speak on the same agenda item.

After the shareholders present have spoken, the Chairman of the Meeting may reply personally or designate the relevant personnel to reply.

  • Article 14 When the agenda items and the amended and substitute items thereof or extraordinary motions have been well discussed, the Chairman of the Meeting may end the discussion and put them to a vote if he/she deems it appropriate.

  • Article 15 Each share in a shareholder’s possession shall have one voting right, except for shares having restricted/ no voting rights as regulated in Subparagraph 3, Paragraph 1, Article 157 and Paragraph 2, Article 179 of the Company Act, and other related laws and regulations.

For the purposes of resolutions by the Meeting, the number of shares owned by shareholders bearing no voting rights shall be excluded from the calculation of the total number of shares outstanding.

Except when exercising their right to elect Directors, when shareholders have personal interests

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in meeting matters, such that there is concern that they may damage the Company's interest, they must not participate in voting, and must not exercise voting rights on behalf of other shareholders. Therefore, the number of such shares not permitted to exercise voting rights is not counted in the number of votes of shareholders present at the Meeting.

With the exception of trust enterprises or stock affairs agency institutions approved by the competent securities authority, the number of voting rights represented by any one person commissioned by two or more shareholders must not exceed three percent of the voting rights for total outstanding shares; when exceeded, the voting rights in excess of the limit will not be counted, but they will still be counted among the number of votes of shareholders present at the Meeting.

Article15-1Except for the exercise of voting rights in writing or by way of electronic transmission as regulated in Paragraph 1 of Article 3-1, the means of voting will be determined by the Chairman of the Meeting at one of the following methods:

  • (1) Ballot voting

  • (2) Voting by means of electronic transmission, such as key in by barcode and keyboard.

  • Article 16 Unless otherwise stipulated in the Company Act, other regulations, and the Articles of Incorporation, resolutions shall be adopted by a majority of the number of votes of shareholders present at the Meeting.

When proposals are putting to the vote, the Chairman of the Meeting or the one who is designated by the Chairman of the Meeting shall announce the number of votes of shareholders present at the Meeting and arrange for shareholders to vote on each separate proposal in the Meeting agenda. Following conclusion of the meeting, the Company shall enter the voting results on the same day, namely the numbers of votes cast for and against and the number of abstentions, through the Market Observation Post System.

  • Article 17 If amended proposals or substitute proposals exist for the same proposal, the Chairman of the Meeting will determine the sequence of voting together with the original proposal. If one of these proposals has already passed, the other proposals shall be deemed rejected, therefore unnecessary to put them to a vote.

  • Article 18 Before voting, three ballot examiners appointed by the Chairman of the Meeting and several ballot counters shall be ready to perform their related duties. The ballot examiners shall be the Company’s shareholders.

Ballot counting for proposals or election shall proceed publicly in the meeting venue. On counting ballots, the results shall be reported, including the number of votes, and recorded on site.

  • Article 19 Where there is an election of Directors, elections shall be handled in accordance with Rules Governing the Election of Directors formulated separately by the Company.

  • Article 20 Resolutions adopted at a Meeting shall be recorded in the minutes of the Meeting, which shall be affixed with the signature or seal of the Chairman of the Meeting and distributed to all shareholders within twenty days after the close of the Meeting.

The minutes of the Meeting as required in the preceding paragraph may be prepared by means of electronic transmission; the minutes may be distributed by means of a public notice via Market Observation Post System.

The minutes of the Meeting shall record the date and venue of the Meeting, the name of the

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Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the Meeting. The minutes shall be kept permanently throughout the life of the Company and fully disclosed on the Company’s official website.

The method of adopting resolutions in the preceding paragraph where the shareholders’ opinions are solicited and the proposal are unanimously agreed, the minutes of the Meeting shall state ” the resolution is unanimously adopted by all shareholders attending the shareholders' meeting after the Chairman inquires all attending shareholders' opinion”. However, as to any proposal that has received any dissent and been adopted in Meeting, the minutes of the Meeting shall record the method and result of the voting. With respect to the election of Directors, the minutes of the Meeting shall record the method of voting adopted and the total number of votes for the Directors who were elected.

  • Article 21 The Company shall, on the date of the Meeting, draw up a statistics table of the number of shares obtained by solicitors and the number of shares represented by proxy, in accordance with the required format, and display it prominently in the Meeting venue.

  • Article 22 If matters resolved by the Meetings include material information as stipulated by law or the regulations of the Taiwan Stock Exchange Corporation, the Company shall enter the contents into the Market Observation Post System within the required time limit.

Article 23 Meeting affairs personnel shall wear identification badges or armbands.

The Chairman of the Meeting may direct the sergeants at arms or security guards to assist in maintaining order in the Meeting venue. When assisting in maintaining on-site order, the sergeants at arms or security guards shall wear armbands or badges with the words “Sergeant at Arms”.

If the Meeting venue is equipped with amplification equipment, and shareholders use their own amplification equipment rather than the equipment provided by the Company, the Chairman of the Meeting may stop them.

In the event that shareholders violate these rules by failing to take corrective action as instructed by the Chairman of the Meeting, thereby obstructing the proceedings, or exhibit other conduct that is obstructive to Meeting venue order, the Chairman of the Meeting may direct the sergeant at arms or security guards to ask those failing to comply with the Chairman's efforts to stop such conduct to leave the Meeting venue.

  • Article 24 While the Meeting is in progress, the Chairman of the Meeting may announce at his/her own discretion a recess time; should force majeure events occur, the Chairman of the Meeting may exercise his/her judgment to temporarily suspend the Meeting, and to announce the time at which the Meeting will continue.

In the event that use of the Meeting venue cannot be continued before the agenda (including extraordinary motions) is concluded, the Meeting may resolve to find another venue to continue the Meeting.

The Meeting may resolve to postpone or continue the Meeting within five days, in accordance with the provisions of Article 182 of the Company Act.

  • Article 25 These Rules shall be implemented upon approval by a Shareholders’ Meeting; the same shall apply when amendments are made hereto.

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2.

China Steel Corporation Rules Governing the Election of Directors

twelfthly amended on August 30, 2021

  • Article 1 Except where prescribed laws and regulations or the Articles of Incorporation of China Steel Corporation (herein referred to as “the Company”), the election of Directors shall in all cases be pursuant to the rules stipulated herein.

  • Article 1-1The election of the Company’s Directors shall be considered the overall composition of the Board of Directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advised that the policy include, without being limited to, the following two general standards:

  • (1) Basic requirements and values: Gender, age, nationality, and culture.

  • (2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience.

Board members shall commonly possess the knowledge, skills, general capacity and disposition required to perform their duties. The Board as a whole shall encompass the following abilities:

  • (1) Judgment of business operations;

  • (2) Accounting and financial analysis;

  • (3) Operational management;

  • (4) Crisis handling;

  • (5) Industrial knowledge;

  • (6) International market outlook;

  • (7) Leadership skills; and

  • (8) Decision making.

More than half of the Company’s Directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of relationship with any other Director.

  • Article 2 The Company adopts the candidate nomination system for election of Directors, carefully reviews the qualifications, education background and work experience and the existence of any other matters set forth in Article 30 of the Company Act with respect to director candidates, and acts in accordance with Article 192-1 of the Company Act. Independent Directors and Nonindependent Directors shall be nominated and listed separately, and shall be elected by shareholders from the respective candidate list.

In case of special regulation(s) stipulated in Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies regarding the nomination of Independent Directors shall be applied.

The qualification of the Company's Independent Directors shall be pursuant to Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of the Company's Independent and Non-independent Directors shall be held together, but the voting shares of ballots for respective winners shall be separately calculated in accordance with the respective seats.

When the number of Directors falls below that prescribed in the Articles of Incorporation due to the dismissal of a Director for any reason, a by-election shall be held to fill the vacancy at the

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next Shareholders’ Meeting. When the number of Directors falls short by one third of the total number prescribed in the Articles of Incorporation, an extraordinary Shareholders’ Meeting shall be convened within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of Independent Directors falls below that required under the proviso of paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the next Shareholders’ Meeting to fill the vacancy. When all independent directors are dismissed, an extraordinary Shareholders’ Meeting shall be convened within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 3 The Company’s preferred shareholders do not have the voting rights for Directors.

  • Article 4 The cumulative voting method shall be used for election of the Directors of the Company. Each common share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates.

  • Article 5 The Board of Directors shall prepare the same number of ballots as the number of Directors to be elected, print out the attendance card numbers, specifies the number of voting rights, and then distribute to each common shareholder who attends the Shareholders' Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

For common shareholders who exercise their voting rights by electronic transmission, no printed ballots are furnished.

  • Article 6 The candidates of independent Directors, non-independent Directors who acquire the cast ballots standing for more voting shares shall be elected sequentially according to the positions available. When two or more candidates receive the same number of votes, thus exceeding the specified number of positions available, they shall draw lots to determine the winner. The Chairman of Shareholders’ Meeting (herein referred to as “the Chairman”) shall draw lots on behalf of such candidate(s) absent.

  • Article 7 Before the commencement of election, three ballot examiners appointed by the Chairman and several ballot counters shall be ready to perform their related duties. The ballot examiners shall be the Company’s shareholders.

Article 8 The duties of ballot examiners are as follows:

  • (1) To examine the ballot boxes before the commencement of casting votes

  • (2) To seal the ballot boxes when the voting is finished, and unseal the ballot boxes subsequently to take out the ballots for the ballot counters’ counting before the immediate commencement of ballot counting

  • (3) To inspect or confirm the invalid ballots

  • (4) To check the numbers of ballots and voting shares counted by the ballot counters

  • (5) To assist Chairman to maintain the order of ballot casting and counting.

The Board of Directors shall prepare the ballot boxes mentioned in Subparagraph 1 of the preceding Paragraph.

  • Article 9 The voter shall fill the following data in the "candidate" column on ballots according to the candidate list of Independent Directors or Non-independent Directors and casts his/her ballots into the ballot boxes:

  • (1) The candidate’s full name and candidate’s number if the candidate is a natural person with or without an identity as a shareholder.

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  • (2) The name and candidate’s number of the juristic person or government shareholder if the candidate is a juristic person or government shareholder.

  • (3) The name of the juristic person or government shareholder, the full name of the representative, and candidate’s number if the candidate is a representative of the juristic person or government shareholder.

Article 10 The ballot is invalid under any of the following circumstances:

  • (1) Who fails to submit the attendance registration card to complete the registration procedure.

  • (2) The ballot is not prepared by the authorized convener.

  • (3) Two or more candidates’ names are filled in.

  • (4) Other words or marks are written in addition to the candidate's full name and candidate's number.

  • (5) The ballot is teared into incomplete one.

  • (6) The ballot is contaminated to make the filled candidate(s) hard to distinguish.

  • (7) The ballot is totally blank.

  • (8) The handwriting is blurred and hard to identify or the handwriting is altered, but correction, addition or deletion for a slip of the pen does not apply.

  • (9) The filled candidate's name or candidate's number is incomplete or inconsistent with the candidate list.

  • (10) The name filled for Independent Director or Non-independent Director is not in the list of nominated candidates for Independent Directors or Non-independent Directors.

  • Article 11 The ballots shall be calculated on the spot immediately after the end of the poll. When a ballot’s validity is suspected, its validity shall be decided by the ballot examiners. If there is still a controversy over such a ballot, its validity shall be decided by all ballot examiners’ votes. When the number of “for” and “against” votes by all ballot examiners is equal, such a ballot shall be deemed invalid.

  • Article 12 After finishing the voting calculation, the ballot examiners shall verify the total number of valid and invalid ballots and fill the respective number of valid and invalid ballots and the respective voting shares in the documentary record. The documentary record shall be passed on to the Chairman to announce the list of Directors elected and the voting shares with which they were elected as well as the list of defeated candidates and the voting shares they received on the spot.

  • Article 13 The ballot examiners shall separate the valid and invalid ballots to seal in respective packages, jointly sign their names on the seals, as well as remark the written words of “invalid ballots” on the seal-side cover of the package. All packages shall be handed over to the Company for safekeeping. All ballots shall be kept for at least one year. However, if a lawsuit regarding election of Directors has been filed by any shareholder in accordance with Article 189 of the Company Act, the ballots shall be kept until the legal proceedings of the foregoing lawsuit have been concluded.

Article 14 The Board of Directors shall issue the respective notices for Directors elected.

  • Article 15 The Rule, as well as any amendments to it, shall enter into force after it has been adopted by the Shareholders’ Meeting.

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CHINA STEEL CORPORATION ARTICLES OF INCORPORATION

CHAPTER ONE GENERAL PROVISIONS

  • Article 1 This company is organized and established under the provisions of "Company Limited by Shares" of the R.O.C Company Act, and is named CHINA STEEL CORPORATION (hereinafter referred to as "the Company").

  • Article 2 The scope of the business engaged in by the Company is as follows:

  • CA01010 Iron and steel refining;

  • CA01030 Steel casting;

  • CA01020 Iron and steel rolls over extends and crowding;

  • CA01050 Iron and steel Rolling, drawing, and extruding;

  • CA02080 Metal forging industry;

  • CA03010 Metal Heat treating;

  • CA04010 Metal Surface treating;

  • E103101 Environmental protection construction ;

  • E602011 Refrigeration and air conditioning engineering;

  • CB01010 Machinery and Equipment Manufacturing;

  • CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing;

  • E604010 Machinery Installation Construction;

  • ZZ99999Any other businesses that are not prohibited or restricted by laws, except for businesses requiring special approvals.

  • Article 2-1The Company may endorse and guarantee for business needs according to its operation procedure of endorsement and guaranty.

  • Article 2-2The Company’s total investment in other companies as one of their limited liability shareholders shall not exceed one hundred and eighty percent of the Company’s paid-in capital, and that among such investments, those made in non-steel-related businesses shall not exceed twenty percent of the Company’s paid-in capital.

  • Article 3 The Company is located in Kaohsiung, Taiwan, Republic of China, and may establish branch offices at proper places in domestic area or overseas.

  • Article 4 Unless otherwise stipulated by the competent authority in charge of securities affairs, any announcement of the Company shall be made in the prominent section of vernacular daily newspaper issued at where the Company is located.

CHAPTER TWO SHARES

  • Article 5 The total capital of the Company is one hundred and seventy billion New Taiwan Dollars (NT$170,000,000,000), which is divided into seventeen billion shares (17,000,000,000), at a par value of ten New Taiwan Dollars (NT$10) per share. The shares shall be issued in installments. Preferred shares may be issued within the number of aforementioned shares.

  • Article 6 If there is profit in any given fiscal year, the Company shall set aside no less than 0.1% as the remuneration in stock or cash for employees, and no more than 0.15% as the remuneration for Directors under the resolution of the Meeting of the Board of Directors and shall be reported in

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the shareholders’ meeting. Nevertheless, accumulated losses shall be offset in advance.

In case of any earnings earned in any given fiscal year being reported from the Company’s final annual accounting, the Company shall appropriate or reverse a special reserve firstly after taxes, losses and legal reserves have been paid, made up and set aside respectively. Secondly, a preferred share dividend shall be distributed at 14% of the par value, and a common share bonus shall be distributed at no more than 14% of the par value. In case the account still remains any distributable earnings, additional bonuses shall be distributed according to the percentage of shares held by each shareholder of preferred and common shares.

When necessary, the Company may, upon a resolution by a shareholders’ meeting, set aside special reserved earnings surplus or retained earnings first after distribution of dividends for preferred shares. In case of no earnings in a given year or in the event that the earnings are insufficient to cover the distribution of dividends for preferred shares, the outstanding dividends for distributable preferred shares shall accrue and be made up firstly when there are earnings in any subsequent year.

When distributing the annual earnings, the Company may first consider the financial status and other operational factors of the Company, and may allocate partial or all of the reserves in accordance with laws and regulations.

The Company’s business life cycle is in the stage of steady growth. Pursuant to the distribution of the dividends and shareholders’ bonuses provided in the preceding paragraph, cash distributed shall be no less than 75% and shares distributed no more than 25%.

The priority and proportions for distributing the remaining company properties for preferred shares shall be the same as those for common shares.

Shareholders of preferred shares shall have no right to vote for members of the Boards of Directors, and their other rights and obligations shall be the same as those of shareholders of common shares.

Preferred shares issued by the Company may be redeemable.

Shareholders of preferred shares may request a conversion of preferred shares into common shares.

  • Article 7 Except for shares not physically printed, shares of the Company shall be numbered and more than three members of the Board of Directors shall affix their names or seals thereto. Shares shall then be issued upon certification by competent authorities or issuance registration authorities approved thereby.

For shares of the Company not physically printed, the central securities depository business agencies shall be contacted to record them.

  • Article 8 Except for shares of the Company not physically printed, all shares shall be nominal stocks. The true names of shareholders shall be indicated on the shares. Where the government or a juristic person is a shareholder, the addresses and true names of the government, the juristic person, or the representative thereof shall be recorded on the shareholder roster of the Company. In the event that a share shall be jointly owned by two or more shareholders, one of the persons shall be elected as a representative.

  • Article 9 Anything in relation to transfer/assignment, loss or destruction of share certificates shall be handled in accordance with the Company Act and the Criteria for Handling Stock Affairs of Public Company promulgated by the Authority concerned.

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  • Article 10 The Company may charge the necessary fees and costs for replacement or re-issue of share certificates due to detachment, stain/damage, loss or destruction, or conversion of preferred shares into common shares.

  • Article 11 The shareholder of the Company shall submit specimens of signature or registered seal (chop) to the Company for the purpose of transferring/assigning share certificates and exercising shareholder's right specified in Part 3, Chapter 5 of the Company Act.

  • Article 12 In case the registered seal (chop) as recorded in the Company is lost, destroyed or replaced by another seal style for other reasons, the Shareholder shall take a new seal for replacing the original one in accordance with the Criteria for Handling Stock Affairs of Public Company promulgated by the Authority concerned.

  • Article 13 The register of share transfer shall not be made within sixty (60) days prior to a shareholders' regular meeting or within thirty (30) days prior to a shareholders' extraordinary meeting or within five (5) days prior to the date fixed for allocating dividends, bonuses or other benefits.

CHAPTER THREE SHAREHOLDERS' MEETING

Article 14 The Company shall hold the following two types of shareholders’ meetings:

  1. A regular shareholders’ meeting.

  2. An extraordinary shareholders’ meeting.

A regular shareholders’ meeting shall be convened by the Board of Directors in accordance with law within six months after the end of each fiscal year, and an extraordinary shareholders’ meeting shall be held in accordance with law when necessary.

  • Article 15 The procedure for convening shareholders' meeting is in accordance with the Company Act, Securities and Exchange Law, and other regulations concerned.

  • Article 16 Unless otherwise provided by the Company Act and other laws or this Articles of Incorporation, a shareholders’ meeting shall only be held when shareholders representing a majority of total number of outstanding shares are present. A resolution at such a meeting shall be adopted by a majority vote of shareholders present, who represent more than one-half of the total number of voting shares.

  • Article 17 In the event that the shareholders present at a shareholders’ meeting fall short of representing the required number of shares in the preceding paragraph, provided, however, that where shareholders representing more than one-third of the total number of outstanding shares are present, upon consent of shareholders representing more than one-half of the voting shares present, a tentative resolution may be adopted. This tentative resolution may be sent to the shareholders in writing at the latest addresses of the shareholders on the shareholders’ directory. Another shareholders’ meeting shall be convened within one month. In the event that at the reconvened shareholders’ meeting, shareholders representing more than one-third of the total number of outstanding shares are again present, upon consent of shareholders representing more than half of the voting shares present, an official resolution may be adopted.

The tentative resolution in the preceding paragraph shall not apply to any special item for resolution as provided in the Company Act and other laws or this Articles of Incorporation.

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  • Article 18 Each shareholder of the Company shall have one vote per share, unless otherwise the vote is subject to restrictions or the voting power does not exist pursuant to item 3 of Article 157, Paragraph 2 of Article 179 of the Company Act and any other related laws and regulations.

  • Article 19 In case a shareholder is unable to attend the shareholders' meeting, he may delegate an agent to attend and to exercise all rights at the meeting for him by submitting a letter of consignor singed or sealed by the shareholder himself. A proxy needs not to be a shareholder of the Company.

  • Article 20 Chairman of the Board shall preside at the shareholders' meeting. When Chairman of the Board is on leave or absent, he may designate a Director to act on his behalf, and if no proxy is designated, one Director shall be elected from among the Directors to preside the meeting. When a shareholders' meeting is convened by any person who is not a member of Board of Directors but has the convening right, he/she shall act as the chairman of that meeting; provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

  • Article 21 The resolution of the shareholders' meeting shall be recorded in the minutes, and such minutes which are kept in the record of the Company shall be signed by the chairman of the meeting and shall be sent, together with attendance list and letter of consignor, to the Board of Directors.

CHAPTER FOUR DIRECTORS

  • Article 22 The Company shall have nine to fifteen Directors, who shall be nominated as candidates and elected by shareholders from a list of candidates.

When Directors are elected at a shareholders’ meeting, the number of votes exercisable per share shall be the same as the number of Directors to be elected. Such votes may be cast collectively to elect one person or allocated to elect several persons, and the person(s) who receive(s) ballots representing a plurality of votes shall be elected as Directors.

The number of Independent Directors among the number of Directors to be elected in each term in accordance with the paragraph 1 of this article shall be no less than three and no less than onefifth of the number of persons to be elected

The professional qualifications, restriction on the number of shares held and simultaneous positions served, the determination of independence, the methods of nomination, and other matters to be observed by the Independent Directors shall be governed by applicable provisions of the securities-related laws.

Independent Directors and non-Independent Directors shall be separately nominated and elected together, and the number of Directors elected shall be calculated separately.

Article 23 Directors shall be elected for a term of three years and may be reappointed upon reelection.

  • Article 24 The Board of Directors shall elect its Chairman of the Board from among the Directors by a majority of the Directors in a meeting attended by over two-third of all Directors. The Chairman of the Board shall externally represent the Company to handle all related business.

  • Article 25 Except for the first meeting of a newly elected Board of Directors, which shall be convened by the Director who has won votes representing the largest number of the voting power at a shareholders’ meeting, meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors.

  • Meetings of the Board of Directors shall be convened once every quarter. However, the

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frequency of convening the meetings may increase when necessary.

When convening a Board meeting, members of the Board of Directors shall be notified of the date, location, agenda of the meeting and sufficient meeting materials seven days in advance. In the event of an emergency, such a meeting may be convened at any time.

The notice set forth in the preceding paragraph may be effected by means of writing or electronic transmission. In the event of an emergency, such a meeting may be notified by any other appropriate means. Any member of the Board of Directors may declare a waiver of the notice in writing.

  • Article 26 The Chairman of the Board shall preside at all meetings of the Board of Directors. In case of his absence, Chairman of the Board may designate a Director to act on his behalf; if no Director is designated, the Directors may designate one from among themselves.

  • Article 27 Unless otherwise provided by the Company Act and other laws, a meeting of the Board of Directors shall only be held when a majority of incumbent Directors present and a resolution shall be adopted upon consents by a majority of the Directors present.

  • Article 28 Unless otherwise provided by securities-related laws, a Director may authorize another Director to attend a meeting of the Board of Directors by a letter of consignor, and to exercise his right to vote with respect to all matters submitted to the meeting, provided, however, each Director may not act as proxy for more than one other director.

  • Article 29 The Board of Directors shall perform its duties in compliance with the statutes, the Article of Incorporation, and the resolution of the shareholders’ meeting.

Article 30 The powers of the Board of Directors are listed as follows:

  1. To increase or decrease capital;

  2. To approve the Company's organization rules;

  3. To establish or abolish the branch offices;

  4. To review and approve the annual directives and operational budgets;

  5. To review and approve the annual Business Report and Financial Reports;

  6. To review and approve the project-type capital expenditure budget;

  7. To appropriate the earnings or make up the loss;

  8. To approve the borrowing money from domestic or foreign loans of which the amount and term are over the delegated power of the Board of Directors;

  9. To approve the offering, issuance or private placement of any equity-type securities as well as the issuance of non equity-type corporate bonds;

  10. To adopt or amend the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others, and the internal control system as well as to approve other important by-laws;

  11. To approve the primary rights and obligation of important agreements;

  12. To approve the appointment or discharge of Vice President and higher position, and financial, accounting and internal audit officers;

  13. To approve the standards of salary for employees;

  14. To approve investments and other equity interests;

  15. To approve endorsement and guaranty within the Company’s operation procedure of endorsement and guaranty;

  16. To approve loaning of funds to other parties within the Company’s procedures for loaning of funds to other parties; and

  17. To review and approve the authorities which are empowered by other statutes

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Article30-1The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. Other matters not mentioned in Article shall be handled in accordance with Company Act, Securities Exchange Act, other relevant laws or regulations, and procedures of the Company.

The provisions regarding the power of supervisors in the Securities and Exchange Act, the Company Act, and other laws and regulations shall apply to the audit committee, except the provisions listed in Paragraph 4 of Article 14-4 of the Securities and Exchange Act. A resolution of the audit committee shall have the concurrence of one-half or more of all members; the convener of audit committee shall externally on behalf of the committee.

Article 30-2 (Has been deleted)

Article 31 (Has been deleted)

Article 32 (Has been deleted)

Article32-1The traveling allowance of Directors, the remuneration of Independent Directors and the salary of Chairman of Board are discussed and approved by the Board of the Directors referring to the standard payments of related crafts and listing companies. Other payments shall also be given to Chairman of Board pursuant to related by-laws in respect of employee’s compensation.

The retirement provisions referred to in the “Labor Standards Act” shall apply mutatis mutandis to Chairman of the Board in calculating the severance or retirement payment, and are not restricted by age, or tenure of the Chairman himself.

Article32-2In the event that any Director is engaged in any act in competition with the Company, such a Director shall report to the shareholders’ meeting in advance and obtain shareholders’ approval in accordance with the provisions of Article 209 of the Company Act.

Article32-3The Company may take out liability insurance for directors with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoings or negligence of a Director .

CHAPTER FIVE MANAGERIAL PERSONNEL AND EMPLOYEES

  • Article 33 The Company shall have one President, one Executive Vice President, and several Vice Presidents.

The appointment, discharge and remuneration of managerial personnel as enumerated in the preceding paragraph shall be pursuant to the Article 29 of the Company Act.

The Directors may concurrently act as managerial personnel as enumerated in the first paragraph of this Article.

  • Article 34 President manages the execution of the Company’s all businesses in accordance with the resolutions of the Board of Directors, as well as has the right of signature for the Company. Executive Vice President and Vice Presidents have their respective rights of signature for the Company within the scope of the Company’s rules or written authorization approved by

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President.

  • Article 35 Assistant Vice Presidents and the same ranking personnel, and the first echelon supervisors shall be appointed by the Chairman of the Board under the proposal of President. The other employees shall be appointed or employed by President. If such appointment shall be approved by the Board of Directors as provided by law, it shall be pursuant to the law.

  • Article 36 Unless otherwise provided by laws, ordinances, or employment contracts, the discharge or employment of employees shall be handled in accordance with the Personnel Administration Rules or other relevant work regulations of the Company.

CHAPTER SIX FINANCIAL REPORTS

  • Article 37 The fiscal year for the Company shall be from January 1 to December 31 of every calendar year. The name of the operation year shall be the calendar year of Republic of China. After the close of every operation year, the following reports shall be prepared by the Board of Directors, and shall be submitted by the Board of Directors to the regular shareholders' meeting for acceptance:

  • The business report;

  • The financial statements; and

  • The surplus earning distribution or loss off-setting proposals.

Article 38 (Has been deleted)

CHAPTER SEVEN SUPPLEMENTARY PROVISIONS

  • Article 39 Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Director, official or employee of the Company, or any corporation which he services as such position at the request of the Company, shall be indemnified by the Company against any loss, liability or other reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or filing appeal. However, such a Director, official or employee is personally liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights which such a Director, official or employee may be entitled to.

Article 40 (Has been deleted)

  • Article 41 In regard to any matters not provided in this Articles of Incorporation, they shall be in pursuance of Company Act and other related laws or regulations.

  • Article 42 This Articles of Incorporation are agreed and signed on Nov. 2, 1971, firstly amended on Dec. 28, 1973, secondly amended on Jun. 25, 1974, thirdly amended on Oct. 5, 1974, fourthly amended on Jun. 28, 1975, fifthly amended on Jun. 6, 1976, sixthly amended on Jun. 25, 1977, seventhly amended on Oct. 14, 1978, eighthly amended on Oct. 20, 1979, ninthly amended on Sep. 20, 1980, tenthly amended on Sep. 26, 1981, eleventh amended on Nov. 20, 1982, twelfth amended on Sep. 22, 1984, thirteenth amended on Feb. 16, 1985, fourteenth amended on Nov. 23, 1985, fifteenth amended on Dec. 20, 1986, sixteenth amended on Sep. 17, 1988, seventeenth amended on Sep. 27, 1989, eighteenth amended on Sep. 27, 1990, nineteenth amended on Sep. 26, 1991, twentieth amended on Sep. 25, 1992, twenty-firstly amended on Sep. 24, 1993, twentysecondly amended on Sep. 22, 1994, twenty-thirdly amended on May 26, 1995, twenty-fourthly amended on Oct. 20, 1995, twenty-fifthly amended on Nov. 6, 1996, twenty-sixthly amended on Dec. 30, 1997, twenty-seventhly amended on Apr. 30, 1999, twenty-eighthly amended on Jun.

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8, 2000, twenty-ninthly amended on May 31, 2001, thirtieth amended on Jun. 20, 2002, thirtyfirstly amended on Jun. 18, 2003, thirty-secondly amended on Jun. 17, 2004, thirty-thirdly amended on Jun. 14, 2005, thirty-fourthly amended on Jun. 15, 2006, thirty-fifthly amended on Jun. 21, 2007, thirty-sixthly amended on Jun. 19, 2008, thirty-seventhly amended on Jun. 19, 2009, thirty-eighthly amended on June 23, 2010, thirty-ninthly amended on June 15,2011 and fortieth amended on June 15, 2012, and forty-firstly amended on June 19th, 2013, forty-secondly amended on June 18th, 2014, forty-thirdly amended on June 23rd, 2015, forty-fourthly amended on June 23rd, 2016 and forty-fifthly amended on June 21st, 2018.

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List of Shareholding by Current Directors

(As of the start date of suspension of share registration, April 19, 2022)

Title Name Name Number of Shares Held
(Common shares)
Percentage
Held(%)
Chairman Chao-Tung Wong The representative of
Ministry of Economic
Affairs
3,154,709,357 20.00
Director Wen-Sheng Tseng
Director Ming-Jong Liou
Director Shyi-Chin Wang The representative of
Ever Wealthy
International
Corporation
4,226,265 0.03
Director Chien-Chih Hwang The representative of
Chiun Yu Investment
Corporation
1,623,289 0.01
Director Cheng-I Weng The representative of
Hung Kao Investment
Corporation
1,003,980 0.01
Director Yueh-Kun Yang The representative of
Gau Ruei Investment
Corporation
1,493,318 0.01
Director Chun-Sheng Chen The representative of
Labor Union of China
Steel Corporation,
Kaohsiung City
7,221,487 0.05
Independent
Director
Shyue-Bin Chang 0 0
Independent
Director
Min-Hsiung Hon 0 0
Independent
Director
Lan-Feng Kao 4,216 0
Total number of shares held by all Directors 3,170,281,912 20.11
Required minimum number of shares held by all Directors 160,000,000

Note: The Company has issued 15,734,860,997 common shares and 38,267,999 preferred shares, with a total of 15,773,128,996 shares.

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